Terra Clean Energy Corp. — Proxy Solicitation & Information Statement 2022

Apr 14, 2022

NOTICE OF MEETING OF SECURITYHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

OF

GATLING EXPLORATION INC.

with respect to a proposed

PLAN OF ARRANGEMENT

involving

GATLING EXPLORATION INC.

and

MAG SILVER CORP.

April 11, 2022

Vote Today.

The Board of Directors of Gatling recommends that Gatling Securityholders vote FOR the Arrangement Resolutions

These materials are important and require your immediate attention. The securityholders of Gatling Exploration Inc. are required to make important decisions. If you have any doubt as to how to make such decisions, please contact your tax, financial, legal or other professional advisors. Gatling Securityholders that require further assistance may contact Gatling Exploration Inc.'s proxy solicitation agent and securityholder communications advisor, Laurel Hill Advisory Group, at:

Laurel Hill Advisory Group North American Toll-Free: 1.877.452.7184 Calls Outside North America: 1.416.304.0211 Email: assistance@laurelhill.com

TABLE OF CONTENTS

LETTER TO SECURITYHOLDERS
GATLING EXPLORATION INC. NOTICE OF MEETING OF SECURITYHOLDERS
QUESTIONS AND ANSWERS RELATING TO THE GATLING MEETING AND ARRANGEMENT 7
Questions Relating to the Arrangement
MANAGEMENT INFORMATION CIRCULAR
Introduction
Cautionary Notice Regarding Forward-Looking Statements and Information
Information for United States Gatling Securityholders
Cautionary Note to United States Gatling Securityholders Concerning Estimates of Measured, Indicatedand Inferred Mineral Reserves and Resources
Currency Exchange Rates
GLOSSARY OF TERMS
SUMMARY INFORMATION
The Gatling Meeting
Recommendation of the Special Committee and Board
Reasons for Recommendation of the Special Committee and the Board
Opinion of Sprott Capital
Effect of the Arrangement
Details of the Arrangement
Bridge Loan
MAG Voting Agreements
Approval of Gatling Securityholders Required for the Arrangement
Court Approval
Stock Exchange Listing Approvals and Delisting Matters
Timing
Procedure for Exchange of Gatling Shares
Treatment of Fractional MAG Shares
Right to Dissent
Certain Canadian Federal Income Tax Considerations
Certain United States Federal Income Tax Considerations
Risk Factors
PART I. - THE ARRANGEMENT
Background to the Arrangement
Recommendation of the Special Committee and the Board

Page

Reasons for Recommendation of the Special Committee and the Board
Opinion of Sprott Capital
Risk Factors Related to the Arrangement
Risk Factors Related to the Operations of the Combined Company
Effect of the Arrangement
Details of the Arrangement
Bridge Loan
MAG Voting Agreements
The Arrangement Agreement
Procedure for the Arrangement Becoming Effective
Approval of Gatling Securityholders Required for the Arrangement
Court Approvals
Stock Exchange Listing Approvals and Delisting Matters
Timing
Procedure for Exchange of Gatling Shares
80. Treatment of Fractional MAG Shares
80. Return of Gatling Shares
Mail Service Interruption
Lost Certificates
18. Withholding Rights
Right to Dissent
Interests of Certain Persons or Companies in the Arrangement
Expenses of the Arrangement
Securities Law Matters
89.
05
PART II. - INFORMATION CONCERNING THE PARTIES TO THE ARRANGEMENT 102
Information Concerning Gatling Exploration Inc.
Information Concerning MAG Silver Corp.
Information Concerning the Combined Company
PART III. - OTHER INFORMATION
Interest of Informed Persons in Material Transactions
Auditors
Experts
PART IV. - GENERAL PROXY MATTERS
Solicitation of Proxies
Record Date

Appointment and Revocation of Proxies
Signature of Proxy
Voting of Proxies
Exercise of Discretion of Proxy
Voting by Internet and Telephone
Information for Non-Registered Shareholders
Voting Securities and Principal Holders Thereof
Procedure and Votes Required
PART V. - APPROVALS
Board of Directors' Approval
PART VI. - CONSENT OF FINANCIAL ADVISOR
Consent of Sprott Capital Partners LP

APPENDICES

Page

Appendix AAppendix B	Arrangement ResolutionsInterim Order
Appendix C	Petition
Appendix D	Plan of Arrangement
Appendix E	Opinion of Sprott Capital Partners LP
Appendix F	Information Concerning Gatling Exploration Inc.
Appendix G	Information Concerning MAG Silver Corp.
Appendix H	Information Concerning MAG Silver Corp. Following Completionof the Arrangement
Appendix I	Section 237 through Section 247 of the Business Corporations Act(British Columbia)

GATLING EXPLORATION INC.

LETTER TO SECURITYHOLDERS

April 11, 2022

Dear Fellow Gatling Securityholders:

You are invited to attend a Meeting (the "Gatling Meeting") of the shareholders and optionholders (''Gatling Securityholders") of Gatling Exploration Inc. (''Gatling") to be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on Friday, May 13, 2022.

At the Gatling Meeting, you will be asked to consider a resolution to approve the proposed plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia) involving Gatling and MAG Silver Corp. (''MAG"). Please complete the enclosed form of proxy and submit it to our transfer agent and registrar, Computershare Investor Services Inc., or alternatively, follow the instructions in such documents to vote electronically, as soon as possible but no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting.

The Arrangement

On March 10, 2022, Gatling and MAG entered into an arrangement agreement dated March 10, 2022 (the "Arrangement Agreement"). Pursuant to the Arrangement Agreement and the accompanying plan of arrangement, MAG has agreed to acquire all of the issued and outstanding common shares of Gatling ("Gatling Shares") for 0.0170627 of a MAG common share (each a "MAG Share") pursuant to the Arrangement (the "Consideration"). Holders ("Gatling Optionholders") of options to purchase Gatling Shares ("Gatling Options") will receive replacement options of MAG ("Replacement Options") entitling them to receive, on exercise, MAG Shares, subject to an adjustment to reflect the Arrangement. Holders of outstanding common share purchase warrants ("Gatling Warrants") of Gatling will have their Gatling Warrants adjusted in accordance with their respective contractual terms.

Immediately following completion of the Arrangement, Former Gatling Shareholders are anticipated to own approximately 0.79% of the pro forma combined company and existing shareholders of MAG (the "MAG Shareholders") are anticipated to own approximately 99.21% of the pro forma combined company.

On March 10, 2022, MAG agreed to provide a bridge loan of up to $3,000,000 (the "Bridge Loan") to Gatling, such Bridge Loan being evidenced by a loan agreement and promissory note and secured by a debenture and general security agreement all dated March 10, 2022 (collectively, the "Bridge Loan Documents"). The loan bears interest at a rate of 12% per annum and includes a conversion right whereby MAG may convert all or a portion of the outstanding principal amount and accrued interest into up to 19.9% of the issued and outstanding Gatling Shares. MAG advanced the Bridge Loan to Gatling on March 28, 2022. Gatling shall use the proceeds of the Bridge Loan solely to finance its operating expenses, with all such expenses subject to the prior approval of MAG.

The Arrangement is currently anticipated to be completed by late-May 2022. Registered holders of Gatling Shares ("Registered Shareholders") are concurrently being provided with a Letter of Transmittal explaining how to exchange their Gatling Shares for MAG Shares. Gatling Shareholders whose Gatling Shares are registered in the name of a broker, dealer, bank, trust company or other nominee must contact their nominee to deposit their Gatling Shares under the Arrangement.

Benefits to Gatling Securityholders

• x The Consideration provides Gatling Shareholders with a meaningful upfront premium of approximately 49.1% relative to the closing price of the Gatling Shares on the TSXV on March 10, 2022, the last trading day prior to the announcement of the Arrangement, and a 47.4% premium relative to Gatling's 5Ǧday VWAP.
• x There is strong Gatling Securityholder support for the Arrangement by way of voting support agreements from Sprott Asset Management and the officers and directors of Gatling, for the Gatling Shares, Gatling Options and Gatling Warrants held by such parties which collectively represent approximately 15.19% of the issued and outstanding Gatling Shares.
• x The Arrangement is a compelling opportunity for Gatling Securityholders to gain exposure to MAG and its worldǦclass, 44%Ǧowned Juanicipio project in Mexico which is scheduled to reach 85 – 90% design capacity by the end of 2022, in addition to Juanicipio exploration upside and discovery potential at its 100% earn-in Deer Trail project in Utah, as well as retaining optionality to further growth at the Larder gold project (the "Larder Gold Project").
• x The Arrangement is an opportunity for Gatling Securityholders to gain exposure to a tier 1 mining company. MAG is run by an exceptional, technicallyǦinclined team, with a strong balance sheet and access to capital, providing Gatling Securityholders with increased liquidity and asset diversification.
• x The Arrangement provides certainty of value to Gatling Securityholders while limiting future dilution risk.

We believe that the business combination with MAG brings with it an exciting future for Gatling and our Gatling Securityholders. For additional information with respect to these and other reasons for the Arrangement, see the section in the accompanying management information circular of Gatling (the "Circular") entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board".

Your vote is important. Whether or not you plan to attend the Gatling Meeting in person, we encourage you to vote promptly.

Gatling Securityholders that have questions or require further assistance, please contact Gatling's proxy solicitation agent and securityholder communications advisor, Laurel Hill Advisory Group, by: (i) telephone, toll-free for Gatling Securityholders in North America at 1-877-452-7184, or collect call for Gatling Securityholders outside of North America at 416-304-0211; or (ii) e-mail to assistance@laurelhill.com. See the back page of this Circular for other methods of contacting Gatling's proxy solicitation agent and securityholder communications advisor.

Required Approval

The resolutions approving the Arrangement (the "Arrangement Resolutions"), the full text of which are set out LQ $SSHQGL[ $ WR WKH DFFRPSDQ\LQJ &LUFXODU PXVW EH DSSURYHG E\ DW OHDVW L? Ҁ RI WKH YRWHV FDVW E\ Gatling Securityholders, voting together as a single class, present in person or represented by proxy at the *DWOLQJ 0HHWLQJ LL? Ҁ RI WKH YRWHV FDVW E\ *DWOLQJ 6KDUHKROGHUV SUHVHQW LQ SHUVRQ RU UHSUHVHQWHG E\ proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required. See "Part I — The Arrangement — Securities Law Matters — Canada". Completion of the Arrangement is subject to, among other things, the approval of the Arrangement Resolutions by the Gatling Securityholders at the Gatling Meeting in accordance with the Interim Order and applicable Law, the approval of the Supreme Court of British Columbia, the conditional approval of the listing and posting for trading of the MAG Shares to be issued in connection with the Arrangement on the Toronto Stock Exchange and the NYSE American stock exchange and the final approval of the TSX Venture Exchange to the delisting application of Gatling. If the Arrangement Resolutions are not approved at the Gatling Meeting, the Arrangement will not be completed.

Certain officers and directors of Gatling and Gatling's largest shareholder Sprott Asset Management LP, who collectively hold approximately 15.19% of the outstanding Gatling Shares, have entered into voting support agreements pursuant to which they have agreed, among other things, to vote their Gatling Shares and Gatling Options in favour of the Arrangement Resolutions.

Board Recommendation

The special committee (the "Special Committee") of the board of directors of Gatling (the "Board") received a fairness opinion of Sprott Capital Partners LP dated March 10, 2022 to the effect that, as of the date of such opinion, the Consideration to be received by the Gatling Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders, based upon and subject to the assumptions, limitations, qualifications and other matters set forth in such opinion. The Board, after consulting with management of Gatling and legal and financial advisors in evaluating the Arrangement and acting on the unanimous recommendation of the Special Committee, and taking into account the reasons described in the accompanying Circular, has unanimously determined that the Arrangement is in the best interests of Gatling and unanimously recommends that the Gatling Securityholders vote in favour of the Arrangement Resolutions. See the section in the accompanying Circular entitled "Part I —The Arrangement — Recommendation of the Board".

The accompanying Circular contains a detailed description of the Arrangement, as well as detailed information regarding Gatling and MAG and certain other Information Concerning MAG after giving effect to the Arrangement. It also includes certain risk factors relating to completion of the Arrangement and the potential consequences of a Gatling Shareholder exchanging his or her Gatling Shares for MAG Shares in connection with the Arrangement. Please give this material your careful consideration and, if you require assistance, consult your financial, tax or other professional advisors.

On behalf of the Board, I would like to express our gratitude for your ongoing support as we prepare to take part in this transformative transaction for Gatling. We believe that this is a unique opportunity for Gatling Securityholders to participate in the creation of a diversified, low-cost and growth-oriented top-tier precious metals producer with enhanced financial flexibility and reflects our commitment to creating long-term value and unlocking growth potential for our Gatling Securityholders.

We look forward to seeing you at the Gatling Meeting.

Yours very truly,

"Jason Billan"

Jason Billan President and Chief Executive Officer

Vote using the followingmethods prior to theGatling Meeting.
	Internet	Telephone or Fax	Mail
Registered ShareholdersShares held in own name andrepresented by a physicalcertificate	Vote online atwww.investorvote.com	Telephone: 1-866-732-8683Fax: 1-866-249-7775	Return the form of proxy inthe enclosed postage paidenvelope
Non-RegisteredShareholdersShares held with a broker,bank or other intermediary.	Vote online atwww.proxyvote.com	Call or fax the numberlisted on your votinginstruction form	Return the votinginstruction form in theenclosed postage paidenvelope

GATLING EXPLORATION INC.

NOTICE OF MEETING OF SECURITYHOLDERS TO BE HELD MAY 13, 2022

NOTICE IS HEREBY GIVEN that, pursuant to an order (the "Interim Order") of the Supreme Court of British Columbia dated April 11, 2022, a Meeting (the "Gatling Meeting") of the shareholders and optionholders (''Gatling Securityholders") of Gatling Exploration Inc. (''Gatling") will be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on Friday, May 13, 2022 for the following purposes:

• (a) to consider and, if thought fit, to pass, with or without variation, the special resolutions (the "Arrangement Resolutions"), the full text of which are set forth in Appendix A to the accompanying management information circular of Gatling dated April 11, 2022 (the "Circular"), to approve a plan of arrangement (the "Arrangement") under the provisions of Division 5 of Part 9 of the Business Corporations Act (British Columbia) (''BCBCA") involving, Gatling and MAG Silver Corp. (''MAG"); and
• (b) to transact such further and other business as may properly be brought before the Gatling Meeting or any adjourned or postponed Gatling Meeting.

Specific details of the matter to be put before the Gatling Meeting are set forth in the accompanying Circular.

If the Arrangement Resolutions are not approved by the Gatling Securityholders at the Gatling Meeting, the Arrangement cannot be completed.

The board of directors of Gatling unanimously recommends that the Gatling Securityholders vote IN FAVOUR of the Arrangement Resolutions.

The record date (the "Record Date") for the determination of Gatling Securityholders entitled to receive notice of and to vote at the Gatling Meeting is April 6, 2022. Only Gatling Securityholders whose names have been entered in the register of Gatling Securityholders at the close of business on the Record Date will be entitled to receive notice of and to vote at the Gatling Meeting.

Each Gatling Share and Gatling Option entitled to be voted at the Gatling Meeting will entitle the holder thereof WRRQHYRWHDWWKH*DWOLQJ0HHWLQJ7KH$UUDQJHPHQW5HVROXWLRQVPXVWEHDSSURYHGE\DWOHDVWL?ҀRI the votes cast by Gatling Securityholders, voting together as a single class, present in person or represented E\ SUR[\ DW WKH *DWOLQJ 0HHWLQJ LL? Ҁ RI WKH votes cast by Gatling Shareholders present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required.

A Gatling Securityholder may attend the Gatling Meeting in person or may be represented by proxy. Gatling Securityholders that are unable to attend the Gatling Meeting or any adjourned or postponed Gatling Meeting in person are requested to date, sign and return the accompanying form of proxy for use at the Gatling Meeting or any adjourned or postponed Gatling Meeting. In order to be acted upon at the Gatling Meeting, validly completed instruments of proxy must be received by Computershare Investor Services Inc., Attention: Proxy Department, by mail: 8th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1, or by facsimile: 1-866-249-7775 for Toll Free within North America or 1-416- 263-9524 outside of North America, no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting. Notwithstanding the foregoing, the Chair of the Gatling Meeting has the discretion to accept proxies received after such deadline. The time limit for the deposit of proxies may be waived or extended by the Chair of the Gatling Meeting at his or her discretion, without notice. Registered holders of Gatling Shares ("Registered Shareholders") may use the internet (www.investorvote.com) or the telephone (1-866-732-8683) to transmit voting instructions on or before the date and time noted above and may also use the internet to appoint a proxyholder to attend and vote on behalf of such Registered Shareholder at the Gatling Meeting. For information regarding voting or appointing a proxyholder by internet or voting online or by telephone, see the form of proxy and/or the section of the Circular entitled "Part IV — General Proxy Matters" in the accompanying Circular.

Beneficial (non-registered) holders of Gatling Shares who receive these materials through their broker, bank, trust company or other intermediary or nominee should follow the instructions provided by such broker, bank, trust company or other intermediary or nominee.

Gatling Securityholders who have questions about the information in the Circular or need assistance with voting may contact Gatling's proxy solicitation agent and securityholder communications advisor, Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll free in North America) or 1-416-304-0211 (collect calls outside North America) or by email at assistance@laurelhill.com.

Pursuant to the Interim Order, Registered Shareholders as of the Record Date have been granted the right to dissent in respect of the Arrangement Resolutions and to be paid an amount equal to the fair value of their Gatling Shares as of the close of business on the business day before the Arrangement Resolutions were approved, provided that they have strictly complied with the Dissent Procedures set forth in the BCBCA, as modified by the Plan of Arrangement and the Interim Order, and any other order of the Court. This Dissent Right and the Dissent Procedures are described in the Circular. Failure to comply strictly with the Dissent Procedures described in the Circular may result in the loss of any Dissent Rights. A Gatling Shareholder considering exercising Dissent Rights should seek independent legal advice. See the section entitled "Part I — The Arrangement — Right to Dissent" and Appendix J, "Section 237 through Section 247 of the Business Corporations Act (British Columbia)" in the accompanying Circular.

The proxyholder has discretion under the accompanying form of proxy or VIF with respect to any amendments or variations of the matter of business to be acted on at the Gatling Meeting or any other matters properly brought before the Gatling Meeting or any adjourned or postponed Gatling Meeting, in each instance, to the extent permitted by law, whether or not the amendment, variation or other matter that comes before the Gatling Meeting is routine and whether or not the amendment, variation or other matter that comes before the Gatling Meeting is contested. As of the date hereof, management of Gatling knows of no amendments, variations or other matters to come before the Gatling Meeting other than the matter set forth in this Notice of Meeting. Gatling Securityholders that are planning on returning the accompanying form of proxy or VIF are encouraged to review the Circular carefully before submitting the form of proxy or VIF.

Dated this 11th day of April, 2022.

BY ORDER OF THE BOARD OF DIRECTORS OF GATLING EXPLORATION INC.

"Jason Billan"

Jason Billan President and Chief Executive Officer

QUESTIONS AND ANSWERS RELATING TO THE GATLING MEETING AND ARRANGEMENT

The enclosed Circular (as defined below) is furnished in connection with the solicitation by or on behalf of management of Gatling Exploration Inc. (''Gatling") of proxies to be used at the Meeting (the "Gatling Meeting") of the shareholders and optionholders (''Gatling Securityholders") of Gatling, to be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on Friday, May 13, 2022 for the purposes indicated in the Notice of Meeting of Gatling Securityholders. Capitalized terms used but not otherwise defined in this "Questions and Answers Relating to the Gatling Meeting and Arrangement" section have the meanings ascribed thereto under "Glossary of Terms" in the Circular.

It is expected that solicitation will be primarily by mail and electronic means, but proxies may also be solicited by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of Gatling. Gatling has also retained Laurel Hill Advisory Group as its proxy solicitation agent and securityholder communications advisor to assist it in connection with communication with Gatling Securityholders. Gatling Securityholders who have questions about the information in the Circular or need assistance with voting may contact Laurel Hill Advisory Group by telephone at 1-877-452-7184 (toll free in North America) or 1-416-304-0211 (collect calls outside North America) or by email at assistance@laurelhill.com.

Custodians and fiduciaries will be supplied with proxy materials to forward to Non-Registered Shareholders and normal handling charges will be paid for such forwarding services. The Record Date to determine the Gatling Securityholders entitled to receive notice of and vote at the Gatling Meeting is April 6, 2022. Only Gatling Securityholders whose names have been entered in the register of Gatling Securityholders on the close of business on the Record Date will be entitled to receive notice of and to vote at the Gatling Meeting.

Your vote is very important and you are encouraged to exercise your vote using any of the voting methods described below. Your completed form of proxy must be received by Computershare by no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting. The time limit for the deposit of proxies may be waived or extended by the Chair of the Gatling Meeting at his or her discretion, without notice.

The following are questions that you as a Gatling Securityholder may have regarding the proposed Arrangement under the provisions of Division 5 of Part 9 of the BCBCA (as defined below) involving Gatling and MAG, to be considered at the Gatling Meeting. You are urged to carefully read the remainder of this Circular as the information in this section does not provide all of the information that might be important to you with respect to the Arrangement. Additional important information is also contained in the Appendices to, and the documents incorporated by reference into, this Circular.

Questions Relating to the Arrangement

Q. What is the proposed transaction?

A. On March 10, 2022, Gatling and MAG entered into the Arrangement Agreement, whereby MAG agreed to acquire all of the issued and outstanding Gatling Shares pursuant to a court-approved arrangement under the BCBCA. Under the terms of the Arrangement, Gatling Shareholders will receive 0.0170627 of a MAG Share for each Gatling Share.

Q. Has the Board unanimously approved the Arrangement?

A. Yes. The Board, after consulting with management of Gatling and legal and financial advisors in evaluating the Arrangement and acting on the unanimous recommendation of the Special Committee, and taking into account the reasons described in this Circular under the heading "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board", has unanimously determined that the Arrangement is in the best interests of Gatling and unanimously recommends that the Gatling Securityholders vote in favour of the Arrangement Resolutions.

Q. Does the Board recommend that I vote "FOR" the Arrangement Resolutions?

A. Yes. The Board unanimously recommends that the Gatling Securityholders vote "FOR" the Arrangement Resolutions, the full text of which is set forth in Appendix A to this Circular, at the Gatling Meeting.

Q. What percentage of the outstanding MAG Shares will existing MAG Shareholders and Former Gatling Shareholders own, respectively, following completion of the Arrangement?

A. Upon completion of the Arrangement, existing MAG Shareholders and Former Gatling Shareholders are expected to own approximately 99.21% and 0.79% of the issued and outstanding MAG Shares, respectively, based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.

Q. What is required for the Arrangement to become effective?

A. The obligations of Gatling and MAG to consummate the Arrangement and the other transactions contemplated by the Arrangement Agreement are subject to the satisfaction or waiver of a number of conditions, including, among others, (i) approval of the Arrangement Resolutions by the required vote of the Gatling Securityholders at the Gatling Meeting in accordance with the Interim Order and applicable Law, (ii) the Final Order having been obtained in form and substance satisfactory to each of MAG and Gatling, each acting reasonably, and not having been set aside or modified in a manner unacceptable to either Gatling or MAG, each acting reasonably, on appeal or otherwise, (iii) conditional approval of each of the TSX, NYSE American and TSXV having been obtained, including in respect of the listing and posting for trading of the Consideration Shares on the TSX and the NYSE American following completion of the Arrangement, (iv) all consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with, any Governmental Entity; and all third person and other consents, waivers, permits, exemptions, orders and approvals, shall have been obtained or received on terms that are reasonably satisfactory to each Party, (v) no action taken, pending or threatened under any applicable Law or by any Governmental Entity which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement, or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement, and (vi) the Consideration Shares and Replacement Options to be issued pursuant to the Arrangement being exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof.

Q. When do you expect the Arrangement to be completed?

A. Gatling currently anticipates that the Arrangement will be completed by late-May 2022. However, completion of the Arrangement is subject to a number of conditions and it is possible that factors outside the control of Gatling and/or MAG could result in the Arrangement being completed at a later time, or not at all. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by August 3, 2022.

Q. What are the Canadian federal income tax consequences of the Arrangement to the Gatling Shareholders?

A. For a summary of certain of the material Canadian federal income tax consequences of the Arrangement applicable to Gatling Securityholders, see "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Gatling Securityholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. What are the United States federal income tax consequences of the Arrangement?

A. For a summary of certain of the material United States federal income tax consequences of the Arrangement applicable to Gatling Securityholders, see "Part I — The Arrangement — Certain United States Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Gatling Securityholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Q. Are there any risks I should consider in connection with the Arrangement?

• A. Gatling Securityholders should consider a number of risk factors relating to the Arrangement and Gatling in evaluating whether to approve the Arrangement Resolutions. In addition to the risk factors discussed throughout the Gatling Annual MD&A and the Gatling Interim MD&A, under the heading "Risk Factors" in the MAG AIF and under the heading "Risks and Uncertainties" in the MAG Annual MD&A, which risk factors are specifically incorporated by reference into this Circular, and the risk factors described under Appendix F, "Information Concerning Gatling Exploration Inc." appended to this Circular and under Appendix G, "Information Concerning MAG Silver Corp." appended to this Circular, the following is a list of certain additional and supplemental risk factors which Gatling Securityholders should carefully consider before making a decision regarding approving the Arrangement Resolutions:

  • x The Arrangement is subject to satisfaction or waiver of various conditions;
  • x Gatling Shareholders will receive a fixed number of MAG Shares;
  • x The Arrangement Agreement may be terminated in certain circumstances;
  • x While the Arrangement is pending, Gatling is restricted from pursuing alternatives to the Arrangement and taking other certain actions;
  • x Gatling could be required to pay MAG a termination fee of $1,000,000 or a $600,000 expense reimbursement fee in specified circumstances;
  • x Gatling will incur costs even if the Arrangement is not completed and Gatling may have to pay various expenses incurred in connection with the Arrangement;
  • x If the Arrangement is not consummated by the Outside Date, either Gatling or MAG may elect not to proceed with the Arrangement;
  • x Gatling and MAG may be the targets of legal claims, securities class actions, derivative lawsuits and other claims, and any such claims may delay or prevent the Arrangement from being completed;
  • x Uncertainty surrounding the Arrangement could adversely affect Gatling's or MAG's retention of suppliers and personnel and could negatively impact future business and operations;
  • x The pending Arrangement may divert the attention of Gatling's and MAG's management;
  • x Payments in connection with the exercise of Dissent Rights may impair Gatling's financial resources;
  • x Gatling directors and officers may have interests in the Arrangement different from the interests of Gatling Shareholders following completion of the Arrangement;

• x Tax consequences of the Arrangement may differ from anticipated treatment, including that if the Arrangement does not qualify as a tax-deferred Reorganization, some Gatling Shareholders may be required to pay substantial U.S. federal income taxes;

• x The issuance of a significant number of MAG Shares and a resulting "market overhang" could adversely effect the market price of the MAG Shares after completion of the Arrangement;

• x Gatling has not verified the reliability of the information regarding MAG included in, or which may have been omitted from this Circular;

• x There are risks related to the integration of Gatling's and MAG's existing businesses;

• x The relative trading price of the Gatling Shares and MAG Shares prior to the Effective Time and the trading price of the MAG Shares following the Effective Time may be volatile;

• x Following completion of the Arrangement, MAG may issue additional equity securities; and

• x Failure by MAG and/or Gatling to comply with applicable Laws prior to the Arrangement could subject the Combined Company to penalties and other adverse consequences following completion of the Arrangement.

Q. What will happen to Gatling if the Arrangement is completed?

A. If the Arrangement is completed, MAG will acquire all of the Gatling Shares and Gatling will become a wholly-owned Subsidiary of MAG. MAG intends to have the Gatling Shares delisted from the TSXV and the OTCQB as promptly as possible following the Effective Date. In addition, subject to applicable Laws, MAG will apply to have Gatling cease to be a reporting issuer in all jurisdictions in which it is a reporting issuer and thus will terminate Gatling's reporting obligations in Canada following completion of the Arrangement.

Q. What will happen if the Arrangement Resolutions are not approved or the Arrangement is not completed for any reason?

A. If the Arrangement Resolutions are not approved or the Arrangement is not completed for any reason, the Arrangement Agreement may be terminated and Gatling will continue to operate independently. In certain circumstances, Gatling will be required to pay to MAG the Termination Payment and/or the Expense Amount in connection with such termination. If, for any reason, the Arrangement is not completed or its completion is materially delayed and/or the Arrangement Agreement is terminated, the market price of the Gatling Shares may be materially adversely affected and Gatling's business, financial condition or results of operations could also be subject to various material adverse consequences, including that Gatling would remain liable for costs relating to the Arrangement. Further, Gatling will be required to repay the Bridge Loan together with accrued interest to MAG.

Q. Why am I being asked to approve the Arrangement?

A. Subject to any order of the Court, the BCBCA requires a corporation that wishes to undergo a courtapproved arrangement to obtain, among other consents and approvals, the approval of its shareholders by special resolution passed by at least two-thirds of the votes cast by shareholders, present in person or represented by proxy and entitled to vote. If the requisite approval of the Gatling Securityholders for the Arrangement Resolutions are not obtained, the Arrangement will not be completed.

Q: Should I send in my proxy now?

A: Yes. Once you have carefully read and considered the information in this Circular, you should complete and submit the enclosed VIF or form of proxy. You are encouraged to vote well in advance of the proxy cutoff time at 9:00 a.m. (Vancouver time) on May 11, 2022 to ensure your Gatling Shares and Gatling Options are voted at the Gatling Meeting. If the Gatling Meeting is adjourned or postponed, your proxy must be received not less than 48 hours (excluding Saturdays, Sundays and holidays recognized in the province of British Columbia) prior to the time of the reconvened Gatling Meeting. Late proxies may be accepted or rejected by the Chair of the Gatling Meeting in his or her discretion. The Chair is under no obligation to accept or reject any particular late proxy. The time limit for deposit of proxies may be waived or extended by the Chair of the Gatling Meeting at his or her discretion, without notice.

Q. What approvals are required by Gatling Securityholders to pass the Arrangement Resolutions at the Gatling Meeting?

A. In order to be effective, the Arrangement Resolutions must be approved, with or without variation, by the DIILUPDWLYHYRWHRIDWOHDVWL?ҀRIWKHYRWHVFDVWE\*DWOLQJ6HFXULW\KROGHUVYRWLQJWRJHWKHUDVDVLQJOH FODVV SUHVHQW LQ SHUVRQ RU UHSUHVHQWHG E\ SUR[\ DWWKH*DWOLQJ0HHWLQJ LL? Ҁ RIWKH YRWHV FDVW E\ Gatling Shareholders present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required.

Q. Are Gatling Shareholders entitled to Dissent Rights?

A. Yes. Under the Interim Order, Registered Shareholders as of the Record Date have been granted the right to dissent in respect of the Arrangement Resolutions provided that they strictly follow the procedures specified in Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, Interim Order and any other order of the Court. Non-Registered Shareholders who wish to dissent should be aware that only Registered Shareholders are entitled to Dissent Rights. Accordingly, Non-Registered Shareholders desiring to exercise Dissent Rights must make arrangement for the Gatling Shares beneficially owned by such Non-Registered Shareholders to be registered in the Non-Registered Shareholder's name prior to the time the written objection to the Arrangement Resolutions are required to be received by Gatling or, alternatively, make arrangements for the registered holder of such Gatling Shares to dissent on the Non-Registered Shareholder's behalf.

General Questions Relating to the Gatling Meeting

Q. When and Where is the Gatling Meeting?

A. The Gatling Meeting will be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on Friday, May 13, 2022.

Q. Am I entitled to vote?

A. You are entitled to vote if you were a holder of Gatling Shares or Gatling Options as of the close of business on April 6, 2022, the Record Date. Gatling Securityholders will be entitled to one vote for each Gatling Share or Gatling Option held. The Arrangement Resolutions must be approved by at least: L?ҀRIWKHYRWHVFDVWE\*DWOLQJ6HFXULW\KROGHUVYRWLQJWRJHWKHUDVDVLQJOHFODVVSUHVHQWLQSHUVRQ RU UHSUHVHQWHG E\ SUR[\ DW WKH *DWOLQJ 0HHWLQJ LL? Ҁ RI WKH YRWHV FDVW E\ *DWOLQJ 6KDUHKROGHUV present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required.

Q. What am I voting on?

A. At the Gatling Meeting, you will be voting on the Arrangement Resolutions to approve the proposed Plan of Arrangement under the BCBCA involving Gatling and MAG pursuant to which MAG will acquire all of the issued and outstanding Gatling Shares in exchange for the Consideration. If the Arrangement Resolutions are not approved by the Gatling Securityholders at the Gatling Meeting, the Arrangement cannot be completed.

Q. What if amendments are made to this matter or if other matters of business are brought before the Gatling Meeting?

A. If you attend the Gatling Meeting in person and are eligible to vote, you may vote on such matter as you choose. If you have completed and returned a form of proxy, the persons named in the form of proxy will have discretionary authority with respect to amendments or variations to the matter identified in the Notice of Meeting of Gatling Securityholders and to other matters that may properly come before the Gatling Meeting. As of the date of the Circular, Gatling management knows of no such amendment, variation or other matter expected to come before the Gatling Meeting. If any other matters properly come before the Gatling Meeting, the persons named in the form of proxy will vote on them in accordance with their best judgment.

Q. Who is soliciting my proxy?

A. The management of Gatling is soliciting your proxy and has engaged Laurel Hill Advisory Group to act as the proxy solicitation agent and securityholder communications advisor with respect to the matter to be considered at the Gatling Meeting.

Solicitations of proxies will be primarily by mail and electronic means, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of Gatling who will be specifically remunerated therefor. Gatling will pay for the delivery of its proxyrelated materials indirectly to all Non-Registered Shareholders. All costs of the solicitation for the Gatling Meeting will be borne by Gatling.

Q. How can I vote?

A. If you are eligible to vote and your Gatling Shares are registered in your name, you can vote your Gatling Shares: (i) in person at the Gatling Meeting and vote online; or (ii) by signing and returning your form of proxy in the prepaid envelope provided or by appointing a proxyholder using the internet at www.investorvote.com; or (iii) or by voting using the internet at www.investorvote.com; or (iv) by calling 1- 866-732-VOTE (8683).

If your Gatling Shares are not registered in your name but are held by a nominee, please see below.

Q. How can a non-registered holder of Gatling Shares vote?

A. If your Gatling Shares are not registered in your name, but are held in the name of an intermediary (the "Intermediary") (usually a bank, trust company, securities broker or other financial institution), your Intermediary is required to seek your instructions as to how to vote your Gatling Shares. Your Intermediary will have provided you with a package of information, including these Gatling Meeting materials and either a proxy or a VIF. Carefully follow the instructions accompanying the form of proxy or VIF. Gatling Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, the Intermediary is prohibited from voting Gatling Shares for their clients.

Additionally, Gatling may use the Broadridge QuickVoteTM service to assist Gatling Shareholders with voting their Gatling Shares. Certain Non-Registered Shareholders who have not objected to Gatling knowing who they are (NOBO's) may be contacted by Laurel Hill Advisory Group, Gatling's proxy solicitation agent and securityholder communications advisor, to conveniently obtain a vote directly over the telephone. Broadridge then tabulates the results of all instructions received and provides the appropriate instructions with respect to the Gatling Shares to be represented at the Gatling Meeting.

Q. How can a non-registered holder of Gatling Shares vote in person at the Gatling Meeting?

A. Only Registered Shareholders and Gatling Optionholders of record as at the close of business on the Record Date or their proxyholders are entitled to vote at the Gatling Meeting. If you are a Non-Registered Shareholder and wish to vote in person at the Gatling Meeting, insert your name in the space provided on the form of proxy or VIF sent to you by your Intermediary. In doing so you are instructing your Intermediary to appoint you as a proxyholder. Complete the form by following the return instructions provided by your Intermediary. You should report to a representative of Computershare upon arrival at the Gatling Meeting.

Q. Who votes my Gatling Shares and how will they be voted if I return a form of proxy?

A. By properly completing and returning a form of proxy, you are authorizing the persons named in the form of proxy to attend the Gatling Meeting and to vote your securities. You can use the enclosed form of proxy, or any other proper form of proxy permitted by Law, to appoint your proxyholder.

The Gatling Shares or Gatling Options represented by your proxy must be voted according to your instructions in the proxy. If you properly complete and return your proxy but do not specify how you wish the votes be cast, your proxyholder will vote your Gatling Shares or Gatling Options as they see fit. Unless you provide contrary instructions, Gatling Shares and Gatling Options represented by proxies received by management will be voted "FOR" the Arrangement Resolutions.

Q. Can I appoint someone other than the individuals named in the enclosed form of proxy to vote my Gatling Shares or Gatling Options?

A. Yes, you have the right to appoint the person of your choice, who does not need to be a Gatling Securityholder, to attend and act on your behalf at the Gatling Meeting. If you wish to appoint a person other than the names that appear on the form of proxy, then strike out those printed names appearing on the form of proxy and insert the name of your chosen proxyholder in the space provided or submit another appropriate form of proxy permitted by Law, and in either case, send or deliver the completed proxy to the offices of Computershare before the above-mentioned deadline. You can also appoint the person of your choice via the internet by following the instructions at www.investorvote.com.

It is important to ensure that any other person you appoint is attending the Gatling Meeting and is aware that his or her appointment to vote your Gatling Shares or Gatling Options has been made.

Q. What if my Gatling Shares or Gatling Options are registered in more than one name or in the name of a corporation?

A. If your Gatling Shares or Gatling Options are registered in more than one name, all registered persons must sign the form of proxy. If your Gatling Shares or Gatling Options are registered in a corporation's name or any name other than your own, you must provide documents proving your authorization to sign the form of proxy for that company or name. For any questions about the proper supporting documents, contact Computershare before submitting your form of proxy.

Q. Can I revoke a proxy or voting instruction?

• A. Yes. If you are a Registered Shareholder or a Gatling Optionholder and have returned a form of proxy, you may revoke it by:
  • x completing and signing a proxy bearing a later date, and delivering it to Computershare any time up to 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of the Gatling Meeting, or 48 hours (excluding weekends and holidays in the Province of British Columbia) preceding the time to which the Gatling Meeting was adjourned or postponed; or

x delivering a written statement, signed by you or your authorized attorney: (i) to Computershare any time up to 48 hours (excluding weekends and holidays in the Province of British Columbia prior to the time of the Gatling Meeting, or 48 hours (excluding weekends and holidays in the Province of British Columbia) preceding the time to which the Gatling Meeting was adjourned or postponed; (ii) to the Chair of the Gatling Meeting prior to the start of such Gatling Meeting; or (iii) in any other manner permitted by Law.

If you are a Non-Registered Shareholder who has voted by proxy through your Intermediary and would like to change or revoke your vote, contact your Intermediary to discuss whether this is possible and what procedures you need to follow. The change or revocation of voting instructions by a Non-Registered Shareholder can take several days or longer to complete and, accordingly, any such action should be completed well in advance of the deadline given in the proxy or VIF by the Intermediary or its service company to ensure it is effective.

Q. How do I receive DRS Advice(s) or certificate(s) representing MAG Shares in exchange for my Gatling Share certificates?

A. Registered Shareholders are concurrently being provided with a Letter of Transmittal that must be completed and sent with the certificate(s) representing your Gatling Shares to Computershare Investor Services Inc., the Depositary for the Arrangement, at the office set forth in such Letter of Transmittal. You will receive DRS Advice(s) or certificate(s) representing MAG Shares for any Gatling Shares that are deposited under the Arrangement as soon as practicable following completion of the Arrangement, provided that you have sent all of the necessary documentation to the Depositary prior to the Effective Date. If you are a Non-Registered Shareholder, contact your Intermediary for further instructions.

Q. What do I need to do now?

A. Carefully read and consider the information contained in, and incorporated by reference into, the Circular. You are required to make an important decision. If you have any questions about deciding how to vote, you should contact your own legal, tax, financial or other professional advisor. Your vote is important and you are encouraged to vote well in advance of the proxy cut-off time at 9:00 a.m. (Vancouver time) on May 11, 2022 to ensure your Gatling Shares or Gatling Options are voted at the Gatling Meeting.

Q. What if I have other questions?

A. Gatling Securityholders that have questions regarding the Gatling Meeting, this Circular or the matters described herein or require further assistance are encouraged to contact Gatling's proxy solicitation agent and securityholder communications advisor, Laurel Hill Advisory Group, by: (i) telephone, toll-free for Gatling Securityholders in North America at 1-877-452-7184, or collect call for Gatling Securityholders outside of North America at 416-304-0211; or (ii) e-mail to assistance@laurelhill.com.

GATLING EXPLORATION INC.

MANAGEMENT INFORMATION CIRCULAR

Introduction

This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of Gatling for use at the Gatling Meeting and any adjourned or postponed Gatling Meeting. No person has been authorized to give any information or make any representation in connection with the Arrangement other than those contained in this Circular and, if given or made, any such information or representation must not be relied upon as having been authorized by Gatling.

Gatling Securityholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own legal, tax, financial and other professional advisors.

The Information Concerning MAG Silver Corp. contained or incorporated by reference in this Circular has been provided or publicly filed by MAG. Although Gatling has no knowledge that would indicate that any of such information is untrue or incomplete, Gatling does not assume any responsibility for the accuracy or completeness of such information or the failure by MAG to disclose events which may have occurred or may affect the completeness or accuracy of such information but which are unknown to Gatling. MAG is a foreign private issuer (as defined in Rule 3b-4 under the U.S. Exchange Act).

All summaries of, and references to, the Arrangement in this Circular are qualified in their entirety by reference to the Arrangement Agreement (a copy of which is available under Gatling's profile on SEDAR at www.sedar.com), and the complete text of the Plan of Arrangement, a copy of which is attached as Appendix D to this Circular. You are urged to read carefully the full text of the Plan of Arrangement.

All capitalized terms used in this Circular but not otherwise defined herein have the meanings set forth under "Glossary of Terms". Information contained in this Circular is given as of April 11, 2022 unless otherwise specifically stated.

Technical Information

All mineral reserves and mineral resources for Gatling have been estimated in accordance with the standards of the Canadian Institute of Mining Metallurgy and Petroleum ("CIM") Definition Standards adopted by the CIM Council on May 10, 2014 and NI 43-101. All mineral resources are reported exclusive of mineral reserves. Mineral resources that are not mineral reserves do not have demonstrated economic viability. The preliminary economic assessments, such as the Gatling Technical Report, are preliminary in nature, and include inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary economic assessments will be realized.

Scientific and technical information contained in this Circular with respect to Gatling has been reviewed and approved Nathan Tribble, P. Geo., VP Exploration of Gatling and a "Qualified Person" under NI 43-101. Scientific and technical information referred to herein has been extracted from and is hereby qualified by reference to the Gatling Technical Report, which is incorporated by reference into this Circular.

Scientific and technical information contained in this Circular with respect to MAG has been reviewed and approved by Dr. Peter Megaw, Ph.D., C.P.G., who is MAG's "Qualified Person" for the purposes of NI 43-101. Mineral reserves of MAG in this Circular were prepared under the supervision of, or were reviewed by, Dr. Peter Megaw, Ph.D., C.P.G. See the MAG AIF for further information on the MAG Properties as at March 31, 2021.

Cautionary Notice Regarding Forward-Looking Statements and Information

This Circular, including documents incorporated by reference herein, contains forward-looking statements and information. The use of any of the words "expect", "anticipate", "continue", "estimate", "objective", "ongoing", "may", "will", "project", "should", "believe", "plans", "intends", "potential" and similar expressions are intended to identify forward-looking statements or information. More particularly and without limitation, this Circular contains forward-looking statements and information concerning: whether the Arrangement will be consummated, including the timing for completing the Arrangement, or whether conditions to the consummation of the Arrangement will be satisfied; the principal steps of the Arrangement; the expected completion date of the Arrangement and satisfaction of the conditions thereto, including obtaining approval of the Gatling Securityholders, receipt of the necessary stock exchange approvals for listing of the Consideration Shares to be issued pursuant to the Arrangement and delisting of the Gatling Shares and receipt of the Final Order; the expectations regarding the process and timing of delivery of the Consideration Shares to the Gatling Shareholders following the Effective Time; the expected potential benefits and synergies of the Arrangement and the ability of the Combined Company to realize the anticipated benefits from the Arrangement, including cost savings, improved operating and capital efficiencies, and to successfully achieve business objectives, including integrating the companies or the effects of unexpected costs, liabilities or delays; expectations regarding additions to mineral reserves and future production; expectations regarding financial strength, free cash flow generation, trading liquidity, and capital markets profile; expectations regarding future exploration and development, growth potential for MAG's and Gatling's operations; the availability of the exemption under Section 3(a)(10) of the U.S. Securities Act to the securities issuable pursuant to the Arrangement; the anticipated expenses of the Arrangement; the anticipated tax consequences of the Arrangement on Gatling Shareholders; the delisting of the Gatling Shares from the TSXV and the OTCQB following completion of the Arrangement; the expectation that subject to applicable Laws, Gatling will cease to be a public company following completion of the Arrangement; the expectation that Gatling will cease to be a reporting issuer following completion of the Arrangement; the performance characteristics of Gatling's business; certain combined operational and financial information of Gatling and MAG; the successful integration of the operations of Gatling and MAG following completion of the Arrangement; future project development; the ability of the Combined Company to realize the anticipated benefits from the Arrangement, including growth prospects, cost savings, improved operating and capital efficiencies and integration opportunities; change of control matters in respect of officers of Gatling; and other statements that are not historical facts.

Furthermore, the combined and/or pro forma information set forth in this Circular should not be interpreted as indicative of financial position or other results of operations had Gatling and MAG operated as the Combined Company as at or for the periods presented, and such information does not purport to project the Combined Company's results of operations for any future period. As such, undue reliance should not be placed on such combined and/or pro forma information.

The forward-looking statements and information included and incorporated by reference in this Circular are based on certain key expectations and assumptions made by Gatling and MAG, including expectations and assumptions concerning: customer demand for MAG's products following the Arrangement; commodity prices and interest and foreign exchange rates; planned synergies, capital efficiencies and cost-savings; prevailing regulatory, tax and environmental laws and regulations; growth projects and future production rates; the sufficiency of budgeted capital expenditures in carrying out planned activities; the availability and cost of labour and services; and the receipt, in a timely manner, of regulatory, Court and shareholder approvals and the satisfaction of other closing conditions in accordance with the Arrangement Agreement; the Combined Company's anticipated financial performance following the Arrangement; the success of Gatling's and MAG's operations; future operating costs of Gatling's and MAG's assets; stock market volatility and market valuations; and that there will be no significant events occurring outside of the normal course of business of Gatling and MAG. Although Gatling and MAG believe that the expectations and assumptions on which such forwardlooking statements and information are based are reasonable, undue reliance should not be placed on the forward-looking statements and information because Gatling and MAG can give no assurance that they will prove to be correct.

Since forward-looking statements and information address future events and conditions, by their very nature they involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks. These include, but are not limited to, the ability to consummate the Arrangement; the ability to obtain requisite Court, regulatory and shareholder approvals and the satisfaction of other conditions to the consummation of the Arrangement on the proposed terms and schedule; the ability of MAG and Gatling to successfully integrate their respective operations and employees and realize synergies and cost savings at the times, and to the extent, anticipated; the potential impact of the Arrangement on exploration activities; the potential impact of the announcement or consummation of the Arrangement on relationships, including with regulatory bodies, employees, suppliers, customers and competitors; the re-rating potential following the consummation of the Arrangement; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable Laws; compliance with extensive government regulation; changes in national and local government legislation, taxation, controls or regulations and/or change in the administration of Laws, policies and practices, expropriation or nationalization of property and political or economic developments in Canada, United States, Mexico and other jurisdictions in which MAG or Gatling may carry on business in the future; and the diversion of management time on the Arrangement. This forward-looking information may be affected by risks and uncertainties in the business of MAG and Gatling and market conditions. This Circular also contains forwardlooking statements and information concerning the anticipated timing for and completion of the Arrangement. Gatling and MAG have provided these anticipated times in reliance on certain assumptions that it believes are reasonable at this time, including assumptions as to the timing of receipt of the necessary regulatory, Court and shareholder approvals and the time necessary to satisfy the conditions to the closing of the Arrangement. These dates may change for a number of reasons, including the inability to secure necessary regulatory, Court or shareholder approvals in the time assumed or the need for additional time to satisfy the conditions to the completion of the Arrangement. None of the foregoing lists of important factors are exhaustive. As a result of the foregoing, readers should not place undue reliance on the forward-looking statements and information contained in this Circular.

The information contained in this Circular, including the documents incorporated by reference herein, identifies additional factors that could affect the operating results and performance of Gatling and MAG following the Arrangement. Readers are urged to carefully consider those factors.

Readers are cautioned that the foregoing lists are not exhaustive. Readers should carefully review and consider the risk factors described under "Part I — The Arrangement — Risk Factors Related to the Arrangement", "Part I — The Arrangement — Risk Factors Related to the Operations of the Combined Company", Appendix F, "Information Concerning Gatling Exploration Inc. — Risk Factors", Appendix G, "Information Concerning MAG Silver Corp. — Risk Factors" "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations", and "Part I — The Arrangement — Certain United States Federal Income Tax Considerations" and other risks described elsewhere in this Circular. Additional information on these and other factors that could affect the operations or financial results of Gatling or MAG following the Arrangement are included in reports on file with applicable Canadian Securities Regulators and may be accessed under Gatling's profile and MAG's profile on the SEDAR website (www.sedar.com) or, in the case of Gatling, at Gatling's website (www.gatlingexploration.com), and in the case of MAG, at MAG's website (www.magsilver.com). Gatling's website, and MAG's website, although referenced, does not form part of this Circular or part of any other report or document either party files with or furnishes to the Canadian Securities Regulators.

The forward-looking statements and information contained in this Circular are made as of the date hereof and neither Gatling nor MAG undertakes any obligation to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as required by applicable Securities Laws. The forward-looking information and statements contained herein are expressly qualified in their entirety by this cautionary statement.

Information for United States Gatling Securityholders

Each of (i) the Consideration Shares to be issued pursuant to the Arrangement to Gatling Shareholders in exchange for their Gatling Shares and (ii) the Replacement Options to be issued pursuant to the Arrangement in exchange for Gatling Options have not been and will not be registered under the U.S. Securities Act or any other U.S. Securities Laws, and are being issued in reliance on the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof. The issuance of the foregoing securities shall be exempt from, or not subject to, registration or qualification under U.S. state securities, or "blue sky", laws Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof**.**

The Consideration Shares issuable to Gatling Shareholders pursuant to the Arrangement will be, upon completion of the Arrangement, freely tradeable under the U.S. Securities Act, except by persons who are "affiliates" (within the meaning of Rule 144) of MAG at such time or were affiliates of MAG within 90 days before such time. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer. Any resale of such Consideration Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. See "Part I — The Arrangement — Securities Law Matters — United States".

The solicitations of proxies for the Gatling Meeting are not subject to the requirements of Sections 14(a) and 14(c) of the U.S. Exchange Act. Accordingly, the solicitations and transactions contemplated in this Circular are being made in the United States for securities of a Canadian issuer in accordance with Canadian corporate and securities laws, and this Circular has been prepared solely in accordance with disclosure requirements applicable in Canada. Gatling Securityholders in the United States should be aware that such requirements are different from those of the United States applicable to registration statements under the U.S. Securities Act and proxy statements under the U.S. Exchange Act.

Information concerning the operations and business of MAG and Gatling contained herein has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of U.S. Securities Laws. The financial statements of MAG and Gatling included or incorporated by reference in this Circular were prepared in accordance with IFRS as issued by the International Accounting Standards Board, as applicable to interim financial reports including International Accounting Standard 34, Interim Financial Reporting, which differ from generally accepted accounting principles in the United States in certain material respects, and thus may not be comparable to financial statements and information of United States companies prepared in accordance with generally accepted accounting principles in the United States. The financial statements of MAG for the years ended December 31, 2021, 2020 and 2019 were audited in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB). MAG's auditor is required to be independent with respect to MAG in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. The financial statements of Gatling for the years ended March 31, 2021, 2020 and 2019 were audited in accordance with Canadian generally accepted auditing standards. Gatling's auditor is required to be independent with respect to Gatling within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Gatling Securityholders subject to United States federal taxation should be aware that the tax consequences to them of the Arrangement under certain United States federal income tax laws described in this Circular are a summary only. They are advised to consult their tax advisors to determine the particular tax consequences to them of participating in the Arrangement and the ownership and disposition of Consideration Shares acquired pursuant to the Arrangement and/or Replacement Options issued pursuant to the Arrangement in exchange for the Gatling Options. See "Part I — The Arrangement — Certain United States Federal Income Tax Considerations" for certain information concerning the tax consequences of the Arrangement for U.S. Holders who are United States taxpayers.

The enforcement by investors of civil liabilities under the U.S. Securities Laws may be affected adversely by the fact that Gatling and MAG are organized or incorporated under the Laws of Canada, that most of the officers and directors of Gatling and MAG are residents of countries other than the United States, that most or all of the experts named in this Circular are residents of countries other than the United States, and that substantial portions of the assets of MAG are located outside the United States. As a result, it may be difficult or impossible for Gatling Securityholders to effect service of process within the United States upon Gatling, MAG and their respective officers or directors, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States. In addition, Gatling Securityholders should not assume that the courts of Canada (i) would enforce judgments of United States courts obtained in actions against such persons predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States or (ii) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities Laws of the United States or "blue sky" Laws of any state within the United States.

No Intermediary, salesperson or other person has been authorized to give any information or make any representation other than those contained in this Circular and, if given or made, such information or representation must not be relied upon as having been authorized by Gatling.

THE ARRANGEMENT AND THE SECURITIES CONTEMPLATED HEREBY HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES REGULATORY AUTHORITY OF ANY STATE OF THE UNITED STATES, NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION OR ANY SUCH STATE SECURITIES REGULATORY AUTHORITY PASSED ON THE FAIRNESS OR MERITS OF THE ARRANGEMENT OR THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

Cautionary Note to United States Gatling Securityholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources

Technical disclosure regarding Gatling's and MAG's respective mineral reserves and resources incorporated by reference in this Circular (the "Technical Disclosure") has been prepared in accordance with the requirements of Canadian Securities Laws, which differ from the requirements of the U.S. Securities Laws under subpart 1300 of Regulation S-K (and previously SEC Industry Guide 7) relating to mineral resource disclosures. Without limiting the foregoing, the Technical Disclosure uses terms that comply with reporting standards in Canada and certain estimates are made in accordance with NI 43-101. NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects. Unless otherwise indicated, all mineral reserves and resources estimates contained in the Technical Disclosure have been prepared in accordance with NI 43-101 and the CIM Classification System. These standards differ from the requirements of the SEC under subpart 1300 of Regulation S-K (and previously SEC Industry Guide 7), and reserves and resources information contained in the Technical Disclosure may not be comparable to similar information disclosed by U.S. companies subject to reporting and disclosure requirements under U.S. Securities Laws.

The definitions of proven and probable reserves used in NI 43-101 differ from the definitions in subpart 1300 of Regulation S-K (and previously SEC Industry Guide 7). In addition, the terms "mineral resource", "measured mineral resource", "indicated mineral resource" and "inferred mineral resource" as used in the Technical Disclosure are reported in accordance with NI 43-101, and differ from and may be incompatible with the definitions set forth in subpart 1300 of Regulation S-K. Under Canadian Securities Laws, estimates of inferred mineral resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases.

Currency Exchange Rates

Gatling publishes its consolidated financial statements in Canadian dollars. MAG publishes its consolidated financial statements in United States dollars. In this Circular, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and references to "dollars", "C$" or "$" are to Canadian dollars and references to "US$" are to United States dollars.

On March 10, 2022, the business day immediately prior to the Announcement Date, the average daily exchange rate as reported by the Bank of Canada was US$1.00 = C$0.7827 or C$1.00 = US$1.2776. On April 11, 2022, the Bank of Canada daily average exchange rate for U.S. dollars published on the Bank of Canada's website was US$1.00 = C$1.2589 or C$1.00 = US$0.7943.

GLOSSARY OF TERMS

The following is a glossary of certain terms used in this Circular, including in the section entitled "Summary Information".

"1933 Act" means the United States Securities Act of 1933, as amended;

"Acquisition Proposal" means, other than the transactions contemplated by the Arrangement Agreement, and other than any transaction involving only the Gatling, any offer, proposal or inquiry from any person or group of persons (other than MAG or any affiliate of MAG), whether or not in writing and whether or not delivered to the Gatling Shareholders, relating to: (a) any direct or indirect acquisition, purchase, disposition (or any lease, royalty, joint venture, long-term supply agreement or other arrangement having the same economic effect as a sale), through one or more transactions, of (i) the assets of Gatling that, individually or in the aggregate, constitute 20% or more of the consolidated assets of Gatling, or which contribute 20% or more of the consolidated revenue of Gatling, or (ii) 20% or more of any voting or equity securities of Gatling (determined based upon the most recently publicly available consolidated financial statements of Gatling); (b) any direct or indirect take-over bid, tender offer, exchange offer, sale or issuance of securities or other transaction that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting, equity or other securities; or (c) a plan of arrangement, merger, amalgamation, consolidation, share exchange, share reclassification, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or other similar transaction or series of transactions involving Gatling that, if consummated, would result in such person or group of persons beneficially owning 20% or more of any class of voting, equity or other securities (including securities convertible into or exercisable or exchangeable for securities or equity interests) of Gatling;

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

"Announcement Date" means March 10, 2022, being the date that Gatling announced the entering into of the Arrangement Agreement;

"Arrangement" means the arrangement of Gatling under Section 288 of the BCBCA on the terms and subject to the conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with the terms of the Arrangement Agreement or the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Gatling and MAG, each acting reasonably;

"Arrangement Agreement" means the arrangement agreement dated as of March 10, 2022 between Gatling and MAG, together with the schedules attached thereto, as the same may be amended, supplemented, restated or otherwise modified from time to time in accordance with the terms thereof;

"Arrangement Resolutions" means the resolutions of the Gatling Securityholders and Gatling Shareholders, each approving the Plan of Arrangement, to be considered at the Gatling Meeting and substantially in the form set out in Appendix A to this Circular;

"BCBCA" means the Business Corporations Act (British Columbia) S.B.C. 2002, c. 57, including all regulations made thereunder, as promulgated or amended from time to time;

"Board" means the board of directors of Gatling;

"Board Recommendation" means the unanimous determination of the Board, after consultation with its legal and financial advisors in evaluating the Arrangement and following the receipt and review of a unanimous recommendation from the Special Committee, that the Arrangement is in the best interests of Gatling and the unanimous recommendation of the Board to Gatling Securityholders that they vote in favour of the Arrangement Resolutions;

"Bridge Loan" means the bridge loan of $3,000,000 made by MAG to Gatling;

"Bridge Loan Documents" means the documents evidencing the Bridge Loan, being a loan agreement and promissory note and secured by a debenture and general security agreement;

"Broadridge" means Broadridge Financial Solutions, Inc.;

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

"Canada-U.S. Treaty" has the meaning ascribed thereto in "Part I — The Arrangement — Certain United States Federal Income Tax Considerations";

"Canadian Securities Laws" means the Securities Act and all other applicable Canadian provincial and territorial securities Laws;

"Canadian Securities Regulators" means the securities commissions or similar securities regulatory authorities in each of the provinces and territories of Canada;

"CDS" means CDS Clearing and Depositary Services Inc.;

"Certificate" means the certificate to be issued by the Registrar pursuant to Section 288(7) of the BCBCA in respect of the Notice of Articles;

"Change in Recommendation" shall have the meaning ascribed thereto under the heading "Part I — The Arrangement — Details of the Arrangement — The Arrangement Agreement — Termination;

"Change of Control Agreements" shall have the meaning ascribed thereto under the heading "Part I — The Arrangement — Details of the Arrangement — The Arrangement Agreement — Conditions Precedent;

"Circular" means the Notice of Meeting and this management information circular of Gatling dated April 11, 2022 (including all schedules, appendices and exhibits hereto, and information incorporated by reference herein), to be sent to the Gatling Securityholders in connection with the Gatling Meeting, including any amendments or supplements hereto;

"Combined Company" means MAG after giving effect to the Arrangement;

"Computershare" means Computershare Investor Services Inc.;

"Consideration" means the consideration to be received pursuant to the Plan of Arrangement in respect of each Gatling Share that is issued and outstanding immediately prior to the Effective Time, consisting of the Share Consideration;

"Consideration Shares" means the MAG Shares to be issued in exchange for Gatling Shares pursuant to the Arrangement;

"Court" means the Supreme Court of British Columbia;

"COVID 19" means the coronavirus disease 2019 (commonly referred to as COVID 19), caused by the severe acute respiratory syndrome coronavirus 2 (SARS Co-V-2)) and/or any other virus or disease developing from or arising as a result of SARS Co-V-2 and/or COVID 19;

''Cozen O'Connor" means Cozen O'Connor LLP;

"CRA" means the Canada Revenue Agency;

"Depositary" means Computershare Investor Services Inc.;

"Dissent Procedures" means the dissent procedures set out in Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, as described under "Part I — The Arrangement — Right to Dissent";

"Dissent Rights" means the rights of dissent granted to Registered Shareholders as of the Record Date in respect of the Arrangement Resolutions as set out in Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court;

"Dissenting Gatling Shareholder" means a Registered Shareholder as of the Record Date who (i) has duly and validly exercised their Dissent Rights in strict compliance with the Dissent Procedures, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, and (ii) has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

"Dissenting Shares" means Gatling Shares held by a Dissenting Gatling Shareholder and in respect of which the Dissenting Gatling Shareholder has duly and validly exercised Dissent Rights in strict compliance with the Plan of Arrangement and the Interim Order;

"DRS" means Direct Registration System;

"DRS Advice" means an advice issued by the Depositary evidencing the securities held by a Gatling Securityholder in book-based form in lieu of a physical certificate;

"DTC" means The Depository Trust Company;

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

"Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date, or such other time as Gatling and MAG may agree to in writing;

"Eligible Holder" means (i) a Resident Holder (other than a Dissenting Gatling Shareholder) who is not a Tax Exempt Person, or (ii) a partnership, any member of which is a resident of Canada for purposes of the Tax Act and not a Tax Exempt Person;

"Eligible Institution" means a Canadian Schedule I chartered bank, a member of the Securities Transfer Agents Medallion Program (STAMP), a member of the Stock Exchanges Medallion Program (SEMP) or a member of the New York Stock Exchange, Inc. Medallion Signature Program (MSP). Members of these programs are usually members of a recognized stock exchange in Canada or the United States, members of the Investment Industry Regulatory Organization of Canada, members of the Financial Industry Regulatory Authority or banks and trust companies in the United States;

"Encumbrance" means any mortgage, hypothec, 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 Laws" means all applicable Laws, including applicable common law, 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;

"Exchange Ratio" means 0.0170627;

"Expense Amount" has the meaning ascribed thereto under the Arrangement Agreement;

"Final Order" means the final order of the Court, pursuant to Section 291 of the BCBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the Consideration Shares and Replacement Options to Gatling Securityholders that are in the United States or U.S. Persons, made in connection with the approval of the Arrangement, including all amendments thereto made prior to the Effective Time, in a form acceptable to both Gatling and MAG, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Gatling and MAG, 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 on appeal (provided that any such amendment is acceptable to both Gatling and MAG, each acting reasonably);

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

"Gatling" means Gatling Exploration Inc., a corporation incorporated under the Laws of the Province of British Columbia;

"Gatling Annual Financial Statements" means the audited annual financial statements of Gatling as at, and for the years ended March 31, 2021 and March 31, 2020 including the notes thereto;

"Gatling Annual MD&A" means the management's discussion and analysis of operations and financial condition of Gatling for the fiscal years ended March 31, 2021 and March 31 2020;

"Gatling Arrangement Approval" means the approval of the Arrangement Resolutions as set out in the Arrangement Agreement and the Interim Order;

"Gatling Benefit Plans" shall have the meaning ascribed thereto in the Arrangement Agreement;

"Gatling Disclosure Letter" means the disclosure letter dated March 10, 2022 regarding certain matters in the Arrangement Agreement that was executed by Gatling and delivered to MAG concurrently with the execution of the Arrangement Agreement;

"Gatling Interim MD&A" means the management's discussion and analysis of operations and financial condition of Gatling for the nine months ended December 31, 2021;

"Gatling Meeting" means the special meeting of the Gatling Securityholders, including any adjourned or postponed Gatling Meeting, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolutions;

"Gatling Mineral Rights" shall have the meaning ascribed thereto in the Arrangement Agreement;

"Gatling Option" an option to acquire an Gatling Share granted pursuant to the Stock Option Plan which is outstanding and unexercised immediately prior to the Effective Time, whether or not vested;

"Gatling Option In-The-Money Amount" in respect of a Gatling Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the aggregate Gatling Shares that a holder is entitled to acquire on exercise of such Gatling Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Gatling Shares;

"Gatling Optionholder" means a holder of one or more Gatling Options;

"Gatling Property" shall have the meaning ascribed thereto in the Arrangement Agreement;

"Gatling Securityholders" means, together, the Gatling Shareholders and the Gatling Optionholders;

"Gatling Shareholder" means a holder of one or more Gatling Shares;

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

"Gatling Technical Report" means the technical report prepared for Gatling entitled "Updated Mineral Resource Estimates, Larder Gold Project, Larder Lake, Ontario, Canada" with effective date September 2, 2021;

"Gatling Warrants" means the common share purchase warrants of Gatling as set forth in the Gatling Disclosure Letter;

"Governmental Entity" means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body or arbitrator, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSXV, the TSX and the NYSE American;

"Hazardous Substance" means any chemical, material or substance in any form, whether solid, liquid, gaseous, semisolid or any combination thereof, whether waste material, raw material, finished product, intermediate product, by-product or any other material or article, that is listed or regulated under any Environmental Laws as a hazardous substance, toxic substance, waste or contaminant or is otherwise listed or regulated under any Environmental Laws because it poses a hazard to human health or the environment, including petroleum products, asbestos, PCBs, urea formaldehyde foam insulation and lead-containing paints or coatings;

"holder", when used with reference to any securities of Gatling, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Gatling in respect of such securities;

"Holder" has the meaning given to it in "Part I – The Arrangement – Certain Canadian Federal Income Tax Considerations";

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

"Interim Order" means the interim order of the Court, pursuant to Section 291 of the BCBCA, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the Consideration Shares and Replacement Options to Gatling Securityholders that are in the United States or U.S. Persons, contemplated by Section 2.2 of the Arrangement Agreement, in a form acceptable to both Gatling and MAG, each acting reasonably, providing for, among other things, the calling and holding of the Gatling Meeting, as the same may be amended by the Court with the consent of Gatling and MAG, each acting reasonably;

"IRS" means U.S. Internal Revenue Service;

"Key Employee" means Nathan Tribble;

"Key Employee Agreement" means the employment agreement with the Key Employee in a form and substance reasonably satisfactory to MAG;

"Laurel Hill Advisory Group" means the proxy solicitation agent and securityholder communications advisor retained by Gatling;

"Law" or "Laws" means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, guidelines, instruments, policies, notices, directions and judgments or other requirements of any Governmental Entity;

"Letter of Transmittal" means the letter of transmittal being delivered by Gatling to the Gatling Shareholders providing for the delivery of Gatling Shares to the Depositary in exchange for the Consideration;

"Liability" of any person shall mean and include: (i) any right against such person to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

"MAG" means MAG Silver Corp., a corporation incorporated under the Laws of the Province of British Columbia;

"MAG AIF'' means the annual information form of MAG for the year ended December 31, 2021 dated March 31, 2021, which is incorporated by reference into this Circular;

"MAG Annual Financial Statements" means the audited consolidated financial statements of MAG as at, and for the years ended December 31, 2021 and December 31, 2020 including the notes thereto;

"MAG Annual MD&A" means the management's discussion and analysis of financial condition and results of operations of MAG for the years ended December 31, 2021 and December 31, 2020;

"MAG Board" means the board of directors of MAG;

"MAG Properties" shall have the meaning ascribed thereto in the Arrangement Agreement;

"MAG Shareholders" means, at any time, the holders of MAG Shares;

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

"MAG Subsidiaries" means, collectively, Minera Los Lagartos, S.A. de C.V., Equipos Chaparral, S.A. C.V., and Minera Juanicipio, S.A. de C.V, all incorporated in Mexico;

"MAG Voting Agreements" means the voting support agreements (including all amendments thereto) between MAG and the following Gatling Securityholders: Jason Billan, Navjit Dhaliwal, Richard Boulay, Carrie Cesarone, Peter Damouni, Joseph Meagher and Sprott Asset Management LP;

"Material Adverse Effect" means, in respect of any Party, any one or more changes, effects, events, occurrences, circumstances or states of fact, that either individually or in the aggregate, that is, or would reasonably be expected to be, material and adverse to the business, properties, assets, affairs, prospects, liabilities (including any contingent liabilities that may arise through outstanding, pending or threatened litigation or otherwise), capitalization, condition (financial or otherwise), operations or results of operations of that Party and its Subsidiaries and material joint ventures taken as a whole, other than any change, effect, event or occurrence:

• (i) relating to the global economy, political conditions or securities markets in general;

• (ii) affecting the Canadian gold mining industry, in general;

• (iii) relating to a change in the market trading price of publicly traded securities of that Party, either:

  • (A) related to the Arrangement Agreement and the Arrangement or the announcement thereof, or

• (B) related to such a change in the market trading price primarily resulting from a change, effect, event or occurrence excluded from this definition of Material Adverse Effect under clauses (i), (ii), (iv), (v) or (vi) hereof;

• (iv) relating to the rate at which Canadian dollars can be exchanged for United States dollars or vice versa;

• (v) relating to any generally applicable change in applicable Laws or regulations (other than orders, judgments or decrees against that Party any of its Subsidiaries and material joint ventures) or in IFRS; or

• (vi) attributable to the announcement or pendency of the Arrangement Agreement or the Arrangement, or otherwise contemplated by or resulting from the terms of the Arrangement Agreement;

• (vii) provided, however, that such effect referred to in clause (i), (ii) or (v) above does not primarily relate only to (or have the effect of primarily relating only to) that Party and its Subsidiaries and material joint ventures, taken as a whole, or disproportionately adversely affect that Party and its Subsidiaries and material joint ventures taken as a whole, compared to other companies of similar size operating in the industry in which that Party and its Subsidiaries and material joint ventures operate;

"Material Contract" means the material contracts as set forth in the Gatling Disclosure Letter;

''MI 61-101" means Multilateral Instrument 61-101 — Protection of Minority Security Holders in Special Transactions;

''misrepresentation" has the meaning attributed to such term under the Securities Act;

''NI 43-101" means National Instrument 43-101 — Standards of Disclosure for Mineral Projects;

''Non-Registered Shareholders" means Gatling Shareholders that do not hold their Gatling Shares in their own name and whose Gatling Shares are held through an Intermediary;

"Non-Resident Dissenting Holder" has the meaning given to it in "Part I – The Arrangement – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dissenting Holders Not Resident in Canada";

"Non-Resident Holder" has the meaning given to it in "Part I – The Arrangement – Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada";

"Non-U.S. Holder" has the meaning ascribed thereto in "Part I — The Arrangement — Certain United States Federal Income Tax Considerations";

"Notice of Articles" means the notice of articles to be filed in accordance with the BCBCA evidencing the Arrangement;

"Notice of Dissent" has the meaning ascribed thereto in "Part I — The Arrangement — Right to Dissent";

''Notice of Meeting" means the Notice of Meeting of Gatling Shareholders, which accompanies this Circular;

"NYSE American" means the NYSE American stock exchange;

''ordinary course of business" or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of the Arrangement Agreement;

"OTCQB" means the middle tier of the OTC Markets Group Inc.;

"Outside Date" means August 3, 2022;

"Parties" means Gatling and MAG, and "Party" means either one of them;

"Permit" means any license, permit, certificate, consent, order, grant, approval, agreement, classification, restriction, registration or other authorization of, from or required by any Governmental Entity;

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

"PFIC" has the meaning ascribed thereto in "Part I — The Arrangement — Certain United States Federal Income Tax Considerations";

"Plan Holder" has the meaning given to it in "Part I – The Arrangement – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Eligibility for Investment by Registered Plans";

"Plan of Arrangement" means the plan of arrangement substantially in the form and content set out in Appendix D to this Circular, including any appendices thereto, and any amendments, modifications or supplements thereto made from time to time in accordance with the terms thereof or made at the direction of the Court in the Final Order, with the consent of Gatling and MAG, each acting reasonably;

"Public Trading Exception" has the meaning ascribed thereto in "Part I — The Arrangement — Certain United States Federal Income Tax Considerations";

"Qualified Person" means a "qualified person" within the meaning given to such term in NI 43-101;

"Record Date" means April 6, 2022;

"Registered Shareholder" means, as applicable, the person whose name appears on the register of Gatling as the owner of Gatling Shares;

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

"Regulation S" means Regulation S under the U.S. Securities Act;

"Reorganization" has the meaning set forth in "Part I —The Arrangement — Certain United States Federal Income Tax Considerations";

"Replacement Option" means an option or right to purchase MAG Shares granted by MAG in exchange for a Gatling Option on the basis set forth in the Plan of Arrangement;

"Replacement Option In-The-Money Amount" in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the aggregate MAG Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such MAG Shares;

"Representatives" shall have the meaning ascribed thereto under the heading ''Part I — The Arrangement — Details of the Arrangement — The Arrangement Agreement — Covenants — Non-Solicitation Covenants";

"Resident Dissenting Holder" has the meaning given to it in "Part I – The Arrangement – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Holders Resident in Canada";

"Resident Holder" has the meaning given to it in "Part I – The Arrangement – Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada";

"Response Period" shall have the meaning ascribed thereto under the heading ''Part I — The Arrangement — Details of the Arrangement — The Arrangement Agreement — Covenants — Non-Solicitation Covenants";

"Response to Petition" has the meaning given to it in "Summary Information – Court Approval";

"Rule 144" means Rule 144 under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"Section 3(a)(10) Exemption" shall have the meaning ascribed thereto in the Arrangement Agreement;

"Section 85 Election" means a joint election with MAG pursuant to section 85 of the Tax Act (and any analogous provision of provincial income tax law);

"Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder;

"Securities Laws" means the Securities Act, the U.S. Securities Laws, and all other applicable Canadian provincial and territorial securities Laws and includes the rules and policies of the TSX and TSXV;

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

"Share Consideration" means 0.0170627 of a MAG Share for each Gatling Share, subject to the terms of the Plan of Arrangement;

"Stock Option Plan" means the rolling 10%" stock option plan of Gatling most recently re-approved by the Gatling Shareholders on December 9, 2021;

''Special Committee" means the special committee of independent directors established by the Board formed to consider various alternatives available to Gatling and make recommendations to the Board with respect thereto;

"Sprott Capital" means Sprott Capital Partners LP;

"Sprott Capital Opinion" means the opinion of Sprott Capital dated March 10, 2022, to the Special Committee to the effect that, as of the date of such opinion and based upon and subject to the assumptions, limitations and qualifications set forth therein, the Consideration to be received by the Gatling Shareholders under the Arrangement is fair, from a financial point of view, to the Gatling Shareholders;

''Subsidiary" means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment;

''Superior Proposal" means a bona fide written Acquisition Proposal made by a third party or group of persons with whom Gatling deals at arm's length to, directly or indirectly, acquire assets that individually or in the aggregate constitute all or substantially all of the assets (on a consolidated basis) of Gatling or not less than all of the common shares of Gatling, whether by way of merger, amalgamation, statutory arrangement, share exchange, take-over bid, tender offer, business combination, or otherwise, and that the Gatling Board determines in good faith after consultation with its financial advisors and outside legal counsel: (a) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the person or group of persons making such proposal; (b) is not subject to any due diligence or access conditions; (c) in respect of which any funds necessary to complete such Acquisition Proposal have been demonstrated to be available to the reasonable satisfaction of the Gatling Board, acting in good faith; (d) did not result from or involve a breach of the Arrangement Agreement, any previous agreement between Gatling and MAG or any agreement between the person making such Acquisition Proposal and Gatling; and (e) would, in the opinion of Gatling Board acting in good faith, if consummated in accordance with its terms (without assuming away the risk of non-completion), result in a transaction more favourable to the Gatling Shareholders (other than MAG and its affiliates), from a financial point of view, than the terms of the Arrangement (including any amendments proposed by MAG pursuant to Section 6.1(h) of the Arrangement Agreement);

Superior Proposal Notice" shall have the meaning ascribed thereto under the heading ''Part I — The Arrangement — Details of the Arrangement — The Arrangement Agreement — Covenants — Non-Solicitation Covenants";

"Supporting Gatling Shareholders" shall have the meaning ascribed thereto under the heading ''Part I — The Arrangement — Details of the Arrangement — The Arrangement Agreement — MAG Voting Agreements";

"Tax" or "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 or Quebec Pension Plan premiums, 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;

"Tax Act" means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder;

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

"Technical Disclosure" has the meaning ascribed thereto under the heading "Management Information Circular — Cautionary Note to United States Gatling Shareholders Concerning Estimates of Measured, Indicated and Inferred Mineral Reserves and Resources";

"Termination Payment" means the amount of $1,000,000;

"TSX" means the Toronto Stock Exchange;

"TSXV" means the TSX Venture Exchange;

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

"U.S. Holder" has the meaning ascribed thereto under "Part I — The Arrangement — Certain United States Federal Income Tax Considerations";

"U.S. Person" has the meaning ascribed to such term in Rule 902(k) of Regulation S under the 1933 Act;

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

"U.S. Securities Laws" means federal and state securities legislation of the United States and all rules, regulations and orders promulgated thereunder;

"U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended;

"VIF" means a voting instruction form; and

"VWAP" means volume weighted average trading price.

SUMMARY INFORMATION

The following is a summary of certain information contained elsewhere in this Circular, including the Appendices hereto, and is qualified in its entirety by reference to the more detailed information contained or referred to elsewhere in this Circular or in the Appendices hereto. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the "Glossary of Terms".

The Gatling Meeting

The Gatling Meeting will be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on Friday, May 13, 2022 for the purposes indicated in the Notice of Meeting of Gatling Securityholders. At the Gatling Meeting, the Gatling Securityholders will be asked to consider and, if thought fit, to pass, with or without variation, the Arrangement Resolutions. See "Part I — The Arrangement".

Recommendation of the Special Committee and Board

The Special Committee, after consulting with management of Gatling and legal and financial advisors in evaluating the Arrangement, and taking into account the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board", unanimously recommended that the Board approve the Arrangement Agreement and the Arrangement.

The Board, after consulting with management of Gatling and legal and financial advisors in evaluating the Arrangement and acting on the unanimous recommendation of the Special Committee, and taking into account the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board", unanimously determined that the Arrangement is in the best interests of Gatling. Accordingly, the Board unanimously recommends that the Gatling Shareholders vote "FOR" the Arrangement Resolutions.

See "Part I — The Arrangement — Recommendation of the Special Committee and the Board".

Reasons for Recommendation of the Special Committee and the Board

The Special Committee and the Board consulted with management of Gatling and legal and financial advisors in evaluating the Arrangement and, in reaching their respective conclusions and formulating their unanimous recommendations, reviewed a significant amount of information and considered a number of factors, including the following, among others:

• x Under the terms of the Arrangement Agreement, the Consideration is equal to approximately C$0.40 per Gatling Share based on the closing price of the MAG Shares on the TSX on March 10, 2022, the last trading day before the Arrangement was announced, representing a premium of approximately 49.1% based on the closing price of the Gatling Shares on the TSXV on March 10, 2022 and approximately 47.4% based on the 5-day volume weighted average share price of the MAG Shares and the Gatling Shares ending on March 10, 2022.
• x Combining Gatling and MAG is anticipated to result in the creation of a larger, significantly more diversified Combined Company with a portfolio of high-quality assets, including a 100% interest in the Larder Gold Project located in the prolific Abitibi belt in Northern Ontario, Canada, and a 44% interest in the Juanicipio project located in the Fresnillo silver trend in Mexico, as well as a robust project pipeline located in the United States and Mexico.
• x Current Gatling Shareholders will maintain exposure to the Gatling Property and will gain exposure to MAG's low-cost, high-grade Juanicipio mine, and further potential upside from near and long-term growth projects, including Juanicipio exploration and Deer Trail, the district-scale exploration potential of the Combined Company and organic mineral reserve growth. Current

Gatling Shareholders will hold approximately 0.79% of the issued and outstanding shares of the Combined Company upon completion of the Arrangement, based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.

• x The liquidity position and combined cash flow generation of the Combined Company will support internal funding of Gatling's exploration and development assets in Ontario.

• x The risks and potential rewards associated with Gatling continuing to execute its business and strategic plan as an independent entity, as an alternative to the Arrangement, and that the Combined Company will be better positioned to pursue a growth and value maximizing strategy as compared with Gatling on a standalone basis, as a result of the Combined Company's larger market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity and enhanced access to capital over the long term and the likelihood of increased investor interest and access to business development opportunities due to the Combined Company's larger market presence.

• x The history of MAG's management team in successfully completing strategic transactions and the success of MAG's management team in the integration of businesses acquired in such transactions with MAG's business.

• x Upon completion of the Arrangement, the Combined Company will have a broader shareholder base, expected increased trading liquidity with global stock listings on the TSX and NYSE America, expected increase in its weighting within certain gold and mining sector indexes, and a larger public float than Gatling presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Combined Company's investor appeal with enhanced market interest, analyst coverage and index inclusion.

• x The Arrangement Agreement is the result of a comprehensive arm's length negotiation process with MAG that was undertaken by Gatling with the assistance of legal and financial advisors and with the oversight and participation of the Special Committee. The Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Special Committee and Board.

• x The Sprott Capital Opinion to the Special Committee to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications to be set forth in the Sprott Capital Opinion, the Consideration to be received by the Gatling Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders.

• x Gatling's due diligence review and investigations of the business, operations, financial condition, products, strategy and future prospects of MAG (including the review of project review reports prepared by third party consultants on the Juanicipio project and Deer Trail project).

• x Current industry, economic and market conditions and trends and its expectations of the future prospects in the precious metals mining industry, including prevailing gold and silver prices and potential for further consolidation and acquisitions, as well as information concerning the business, operations, assets, financial performance and condition, operating results and prospects of Gatling, including the strategic direction of Gatling as an operating, single asset mining company.

• x Gatling Shareholders who are Eligible Holders and who properly complete and file a Section 85 Election may benefit from a full or partial tax deferred rollover under the Tax Act in respect of any capital gains that would otherwise be realized on the disposition of Gatling Shares pursuant to the Arrangement.

• x The Arrangement is structured in such a way that the exchange of shares should generally not be a taxable event for United States tax purposes for the Gatling Shareholders.

• x The impact of the Arrangement on all stakeholders in Gatling, including Gatling Securityholders, employees, and local communities and governments, as well as the environment and the longterm interests of Gatling.

• x Based on the discussions that took place between the management of Gatling and MAG, it is the Special Committee and Board's belief that MAG will support Gatling's continued engagement with the local community and governments and work towards maintaining positive and mutually beneficial relationships with all constituencies.

• x 7KH $UUDQJHPHQW 5HVROXWLRQV PXVW EH DSSURYHG E\ DW OHDVW L? Ҁ RI WKH YRWHV FDVW E\ Gatling Securityholders, voting together as a single class, present in person or represented by SUR[\ DWWKH *DWOLQJ0HHWLQJ LL? Ҁ RIWKH YRWHV FDVW E\ *DWOLQJ 6KDUHKROGHUV SUHVHQW LQ person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61- 101, if required.

• x The Arrangement must be approved by the Court, which will consider, among other things, the procedural and substantive fairness and reasonableness of the Arrangement to the Gatling Securityholders.

• x The terms of the Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if properly exercised, receive fair value for their Gatling Shares.

The Special Committee and Board also considered a number of other factors and risks relating to the Arrangement including:

• x The challenges inherent in combining two businesses of the size, geographic diversity and complexity of Gatling and MAG.

• x The risk that expected benefits to the Combined Company are not realized.

• x The risk that changes in Law or regulation could adversely impact the expected benefits of the Arrangement to Gatling, Gatling Securityholders and other stakeholders.

• x The risk that the MAG Shares to be issued as consideration are based on a fixed exchange ratio and will not be adjusted based on fluctuations in the market value of Gatling Shares or MAG Shares.

• x The potential risk of diverting management's attention and resources from the operation of Gatling's business, including other strategic opportunities and operational matters, while working toward the completion of the Arrangement.

• x The potential negative effect of the pendency of the Arrangement on Gatling's business, including its relationships with employees, suppliers, customers and communities in which it operates.

• x The potential adverse impact that business uncertainty pending the completion of the Arrangement could have on Gatling's ability to attract, retain and motivate key personnel until the completion of the Arrangement.

• x The risk that the Arrangement may not be completed despite the Parties' efforts or that completion of the Arrangement may be unduly delayed, even if Gatling Arrangement Approval is obtained, including the possibility that other conditions to the Parties' obligations to complete the Arrangement may not be satisfied, and the potential resulting negative impact this could have upon Gatling's business.

• x The fact that if the Arrangement is not completed, the Bridge Loan will become immediately due and payable and Gatling will be required to repay the Bridge Loan together with accrued interest to MAG.

• x The limitations contained in the Arrangement Agreement on Gatling's ability to solicit additional interest from third parties, given the nature of the deal protections and "fiduciary out" in the Arrangement Agreement, as well as the fact that if the Arrangement Agreement is terminated under certain circumstances, Gatling will be required to pay the Termination Payment and/or the Expense Amount to MAG.

• x The fact that if the Arrangement Agreement is terminated and the Board decides to seek another transaction or business combination, it may be unable to find a party willing to pay greater or equivalent value compared to the Consideration payable to the Gatling Shareholders under the Arrangement.

• x The fact that MAG's primary mining and mineral exploration operations are conducted in Mexico, and as such, MAG's operations are exposed to various levels of foreign, political, economic, and other risks and uncertainties. The effect of these factors cannot be accurately predicted.

• x The restrictions on the conduct of Gatling's business prior to the completion of the Arrangement, which could delay or prevent Gatling from undertaking business opportunities that may arise pending completion of the Arrangement.

• x The fact that Gatling has incurred and will continue to incur significant transaction costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.

The Special Committee and the Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the headings ''Part I — The Arrangement — Risk Factors Related to the Arrangement" and ''Part I — The Arrangement — Risk Factors Related to the Operations of the Combined Company". The Special Committee and the Board believed that overall, the anticipated benefits of the Arrangement to Gatling outweighed these risks and negative factors.

The information and factors described above and considered by the Special Committee and the Board in reaching its determinations are not intended to be exhaustive but include material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered in connection with the evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Special Committee and the Board may have given different weight to different factors.

See "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board".

Opinion of Sprott Capital

The Special Committee engaged Sprott Capital to act as a financial advisor in connection with the Arrangement. In connection with Sprott Capital's engagement, Sprott Capital was requested to provide the Special Committee with an opinion as to the fairness to the Gatling Shareholders, from a financial point of view, of the Consideration to be received by Gatling Shareholders pursuant to the Arrangement. In connection with this mandate, Sprott Capital has prepared the Sprott Capital Opinion. The Sprott Capital Opinion states that, based upon and subject to the assumptions, limitations and qualifications set forth therein, Sprott Capital is of the opinion that, as of March 10, 2022, the Consideration to be received by the Gatling Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders. The full text of the Sprott Capital Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Sprott Capital Opinion, is attached as Appendix E to this Circular. Gatling Securityholders are urged to, and should, read the Sprott Capital Opinion in its entirety. The summary of the Sprott Capital Opinion in this Circular is qualified in its entirety by reference to the full text of the Sprott Capital Opinion. The Sprott Capital Opinion is not a recommendation as to whether or not Gatling Securityholders should vote in favour of the Arrangement Resolutions. See "Part I — The Arrangement — Opinion of Sprott Capital" and Appendix E "Opinion of Sprott Capital".

Effect of the Arrangement

Effect on Gatling Shares

If completed, the Arrangement will result in the issuance, at the Effective Time, of the Share Consideration for each Gatling Share held by Gatling Shareholders at the Effective Time (excluding Dissenting Gatling Shareholders and MAG and its affiliates). As at the close of business on April 8, 2022, there were 45,399,816 Gatling Shares outstanding (on a non-diluted basis). If completed, the Arrangement will result in MAG becoming the owner of all of the Gatling Shares on the Effective Date and Gatling will become a wholly-owned Subsidiary of MAG.

Assuming that there are no Dissenting Gatling Shareholders and assuming no Gatling Shares are issued pursuant to the exercise of Gatling Options prior to the Effective Time, there will be, immediately following the completion of the Arrangement, approximately 98,783,598 MAG Shares issued and outstanding. Immediately following completion of the Arrangement: (i) Former Gatling Shareholders are expected to hold approximately 774,643 MAG Shares, representing approximately 0.79% of the issued and outstanding MAG Shares immediately following completion of the Arrangement; and (ii) existing MAG Shareholders are expected to hold approximately 97,848,246 MAG Shares, representing approximately 99.21% of the issued and outstanding MAG Shares, in each case on a non-diluted basis based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.

See "Part I — The Arrangement — Effect of the Arrangement — Effect on Gatling Shares", "Part I — The Arrangement — Details of the Arrangement — Arrangement Steps", "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations" and "Part I — The Arrangement — Certain United States Federal Income Tax Considerations".

Effect on Gatling Options

Pursuant to the terms of the Arrangement Agreement, if the Arrangement Resolutions are approved at the Gatling Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, then, commencing and effective as at the Effective Time, each Gatling Option outstanding immediately prior to the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Gatling Shares and will be exchanged for a Replacement Option to purchase from MAG such number of MAG Shares equal to (A) that number of Gatling Shares that were issuable upon exercise of such Gatling Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded to the nearest whole number of MAG Shares, at an exercise price per MAG Share equal to the quotient determined by dividing: (X) the exercise price per Gatling Share at which such Gatling Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, conditions to and manner of exercising, shall be the same as the Gatling Option for which it was exchanged, and any certificate or option agreement previously evidencing the Gatling Option shall thereafter evidence and be deemed to evidence such Replacement Option. The term of any such Replacement Option, when issued, shall extend to the expiry date of the original Gatling Option granted, notwithstanding any termination of the holder of the Replacement Option at or after the Effective Time. Notwithstanding any of the foregoing, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Gatling Option for a Replacement Option, and accordingly, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to the last sentence of Section 3.1(c) of the Plan of Arrangement) in respect of a Replacement Option exceeds the Gatling Option In-The-Money Amount in respect of the Gatling Option for which it is exchanged, then the exercise price per MAG Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount (for greater certainty, after taking into account the last sentence of Section 3.1(c) of the Plan of Arrangement) in respect of the Replacement Option does not exceed the Gatling Option In-The-Money Amount in respect of such Gatling Option. It is further intended that each Gatling Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and Section 3.1(c) of the Plan of Arrangement will be construed consistently with such intent.

See "Part I — The Arrangement — Effect of the Arrangement — Effect on Gatling Options".

Details of the Arrangement

General

On March 10, 2022, MAG and Gatling entered into the Arrangement Agreement pursuant to which, among other things, MAG will acquire all of the outstanding Gatling Shares. The Arrangement will be effected pursuant to a court-approved Plan of Arrangement under the BCBCA. The Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof with respect to the issuance of the Consideration Shares and the Replacement Options pursuant to the Arrangement.

If completed, the Arrangement will result in MAG acquiring all of the issued and outstanding Gatling Shares on the Effective Date and Gatling will become a wholly-owned Subsidiary of MAG. Pursuant to the Plan of Arrangement, at the Effective Time, Gatling Shareholders (excluding Dissenting Gatling Shareholders and MAG and its affiliates) will receive 0.0170627 of a MAG Share for each Gatling Share held at the Effective Time.

For further information in respect of the Combined Company, see Appendix H to this Circular, "Information Concerning MAG Silver Corp. Following Completion of the Arrangement".

Arrangement Steps

If the Arrangement Resolutions are approved at the Gatling Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing and effective as at the Effective Time.

The Arrangement involves a number of steps, which will be deemed to occur sequentially commencing at the Effective Time without any further act or formality except as expressly provided in the Plan of Arrangement. See "Part I — The Arrangement — Details of the Arrangement — Arrangement Steps". The full text of the Plan of Arrangement is attached as Appendix D to this Circular.

Bridge Loan

In connection with the Arrangement, MAG agreed to provide the Bridge Loan to Gatling, such Bridge Loan being evidenced by the Bridge Loan Documents. The Bridge Loan bears interest at a rate of 12% per annum and includes a conversion right whereby MAG may convert all or a portion of the outstanding principal amount and accrued interest into up to 19.9% of the issued and outstanding Gatling Shares. MAG advanced the Bridge Loan to Gatling on March 28, 2022.

See "Part I — The Arrangement — Details of the Arrangement — Bridge Loan".

MAG Voting Agreements

In connection with the Arrangement, MAG sought a MAG Voting Agreement from certain Gatling Securityholders, holding in the aggregate 6,895,514 Gatling Shares representing approximately 15.19% of the Gatling Shares as at the close of business on April 8, 2022, each of whom entered into such agreement. Pursuant to the MAG Voting Agreements, such supporting Gatling Securityholders have agreed to, among other things, vote or to cause to be voted all Gatling Shares and Gatling Options, as applicable, beneficially owned by such supporting Gatling Securityholder, and any other Gatling Shares and Gatling Options, as applicable, directly or indirectly issued to or otherwise acquired by such supporting Gatling Securityholder after the date of the Arrangement Agreement (including, without limitation, any Gatling Shares issued upon further exercise of Gatling Options or other rights to purchase such Gatling Shares or Gatling Options, as applicable) at the Gatling Meeting (or any adjourned or postponed Gatling Meeting) in favour of the Arrangement including, without limitation, the Arrangement Resolutions, and any other matter necessary for the consummation of the Arrangement.

See "Part I — The Arrangement — MAG Voting Agreements".

Approval of Gatling Securityholders Required for the Arrangement

Pursuant to the Interim Order, the number of votes required to pass the Arrangement Resolutions shall be at OHDVW L? Ҁ RI WKH YRWHV FDVW E\ *DWOLQJ 6HFXULW\KROGHUV YRWLQJ WRJHWKHU DV D VLQJOH FODVV SUHVHQW LQ SHUVRQ RU UHSUHVHQWHG E\ SUR[\ DWWKH*DWOLQJ0HHWLQJ LL? Ҁ RIWKH YRWHV FDVW E\*DWOLQJ6KDUHKROGHUV present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required. Notwithstanding the foregoing, the Arrangement Resolutions authorize the Board, without further notice to or approval of the Gatling Securityholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If the Arrangement Resolutions are not approved by the Gatling Securityholders, the Arrangement cannot be completed. See Appendix A to this Circular for the full text of the Arrangement Resolutions.

See "Part I — The Arrangement — Approval of Gatling Securityholders Required for the Arrangement" and "Part IV — General Proxy Matters — Procedure and Votes Required".

Court Approval

On April 11, 2022 the Court granted the Interim Order providing for the calling and holding of the Gatling Meeting and other procedural matters. The Interim Order is attached as Appendix B to this Circular.

Subject to the terms of the Arrangement Agreement and, if the Arrangement Resolutions are approved at the Gatling Meeting, Gatling anticipates applying to the Court for the Final Order May 17, 2022 at 9:45 a.m. (Vancouver time) by MSTeams at the Supreme Court of British Columbia, 800 Smithe Street, Vancouver, British Columbia, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. At the hearing, any Gatling Securityholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon Gatling on or before 4:00 p.m. (Vancouver time) on May 13, 2022, a notice of his, her or its intention to appear ("Response to Petition"), in the form proscribed by the Supreme Court Civil Rules, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Response to Petition and supporting materials must be delivered, within the time specified, to Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5, Attention: Rebecca Sim. See Appendix C to this Circular, "Petition".

See "Part I — The Arrangement — Procedure for the Arrangement Becoming Effective" and "Part I — The Arrangement — Court Approvals".

Stock Exchange Listing Approvals and Delisting Matters

Subject to applicable Laws, MAG will, as promptly as possible following completion of the Arrangement, apply to the applicable Canadian Securities Regulators to have Gatling cease to be a reporting issuer. The TSXV has conditionally approved the Arrangement and the delisting of the Gatling Shares, subject to filing certain documents with the TSXV.

It is a mutual condition to completion of the Arrangement that the TSX and the NYSE American shall have conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement on the TSX and the NYSE American. Accordingly, MAG has agreed to obtain conditional approval of the listing of the Consideration Shares for trading on the TSX and the NYSE American, subject only to the satisfaction by MAG of customary listing conditions of the TSX and the NYSE American. The TSX has conditionally approved the listing of the MAG Shares to be issued under the Arrangement, subject to filing certain documents following the closing of the Arrangement.

See "Part I — The Arrangement — Stock Exchange Listing Approvals and Delisting Matters".

Timing

If the Gatling Meeting is held as scheduled and is not adjourned and/or postponed, and the Gatling Arrangement Approval is obtained, it is expected that Gatling will apply for the Final Order approving the Arrangement on May 17, 2022. If the Final Order is obtained in a form and substance satisfactory to Gatling and MAG, and all other conditions set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, Gatling expects the Effective Date to occur by late-May 2022 following the receipt of all requisite consents. However, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this time if the conditions to completion of the Arrangement cannot be met on a timely basis. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by the Outside Date, which date can be extended by mutual agreement of the Parties.

See "Part I — The Arrangement — Timing".

Procedure for Exchange of Gatling Shares

In order to receive the Consideration, Registered Shareholders must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) the validly completed and duly signed Letter of Transmittal together with the certificate(s) representing the Registered Shareholder's Gatling Shares and such other documents and instruments as the Depositary may reasonably require. Registered Shareholders who do not have their Gatling Share certificates should refer to "Part I — The Arrangement — Lost Certificates".

Gatling currently anticipates that the Arrangement will be completed by late-May 2022. Registered Shareholders will have received a Letter of Transmittal with this Circular. The Letter of Transmittal will also be available under Gatling's profile on SEDAR at www.sedar.com. Additional copies of the Letter of Transmittal will also be available by contacting Jason Billan, President and Chief Executive Officer of Gatling Exploration Inc. at 200 Burrard Street, Suite 1680, Vancouver, BC V6C 3L6 or by email at ir@gatlingexploration.com.

The exchange of Gatling Shares for MAG Shares in respect of any Non-Registered Shareholder is expected to be made with the Non-Registered Shareholder's Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the MAG Shares in respect of their Gatling Shares.

The use of mail to transmit certificates representing Gatling Shares and the Letter of Transmittal will be at the risk of Registered Shareholders. Gatling recommends that such certificates and documents be delivered by hand to the Depositary and a receipt therefor be obtained or that registered mail with return receipt requested, properly insured, be used.

The instructions for exchanging Gatling Shares and depositing such Gatling Shares with the Depositary are set out in the Letter of Transmittal. Except as otherwise provided in the instructions in the Letter of Transmittal, all signatures on (i) the Letter of Transmittal, and (ii) certificates representing Gatling Shares, must be guaranteed by an Eligible Institution.

The Letter of Transmittal will also provide Eligible Holders an option to indicate that such holder wishes to receive tax election instructions. The tax election instructions will provide general instructions on how to make the Section 85 Election with MAG in order to obtain a full or partial tax deferred rollover for Canadian income tax purposes in respect of the sale of the Eligible Holder's Gatling Shares to MAG.

See "Part I — The Arrangement — Procedure for Exchange of Gatling Shares".

Treatment of Fractional MAG Shares

In no event shall any holder of Gatling Shares be entitled to a fractional MAG Share and no certificates representing fractional MAG Shares shall be issued upon the surrender for exchange of certificates by Gatling Shareholders pursuant to the Plan of Arrangement. Where the aggregate number of MAG Shares to be issued to an Gatling Shareholder as consideration under or as a result of the Arrangement would result in a fraction of a MAG Share being issuable, the number of MAG Shares to be received by such Gatling Shareholder shall be rounded to the nearest whole MAG Share and no Former Gatling Shareholder will be entitled to any compensation in respect of a fractional MAG Share

See "Part I — The Arrangement — Treatment of Fractional MAG Shares".

Right to Dissent

The Interim Order provides Registered Shareholders with Dissent Rights in respect of the Arrangement Resolutions, pursuant to and in the manner set forth in Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and any other order of the Court. Any Registered Shareholder who dissents from the Arrangement Resolutions in compliance with the Dissent Procedures, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, will be entitled, in the event the Arrangement becomes effective, to be paid by Gatling the fair value of the Gatling Shares held by such Dissenting Gatling Shareholder determined as of the close of business on the day before the Arrangement Resolutions are adopted. Gatling Shareholders are cautioned that fair value could be determined to be less than the value of the Consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a Dissenting Gatling Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and U.S. federal income tax Laws than had such Gatling Shareholder exchanged his or her Gatling Shares for Consideration Shares pursuant to the Arrangement and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Arrangement, is not an opinion as to, and does not otherwise address, "fair value" under Section 237 through Section 247 of the BCBCA. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Gatling Shareholder of consideration for such Dissenting Gatling Shareholder's Dissenting Shares.

The Dissent Procedures require that a Registered Shareholder who wishes to dissent send a written notice of objection to the Arrangement Resolutions to Gatling (i) c/o Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5, Canada (Attention: Lucy Schilling) and (ii) with a copy by email to lschilling@cozen.com, to be received by no later 2:00 p.m. (Vancouver time) on May 11, 2022 or, in the case of any adjourned or postponed Gatling Meeting, by no later than 2:00 p.m. (Vancouver time) on the business day that is two business days prior to the new date of the Gatling Meeting, and must otherwise strictly comply with the Dissent Procedures described in this Circular. Failure to strictly comply with the Dissent Procedures may result in loss of the Dissent Right. The Dissent Rights are set out in their entirety in Appendix I to this Circular, as modified by the Plan of Arrangement, set out in Appendix D to this Circular, the Interim Order, set out in Appendix B to this Circular, and any other order of the Court. A Gatling Shareholder considering exercising Dissent Rights should seek independent legal advice.

A Non-Registered Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Gatling Shares are re-registered in the Non-Registered Shareholder's name). A Non-Registered Shareholder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Shareholder deals in respect of its Gatling Shares and either: (i) instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Shareholder's behalf (which, if the Gatling Shares are registered in the name of CDS or other clearing agency, may require that such Gatling Shares first be re-registered in the name of the Intermediary); or (ii) instruct the Intermediary to re-register such Gatling Shares in the name of the Non-Registered Shareholder, in which case the Non-Registered Shareholder would be able to exercise the Dissent Rights directly. In addition, pursuant to Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, a Dissenting Gatling Shareholder may not exercise Dissent Rights in respect of only a portion of such Dissenting Gatling Shareholder's Gatling Shares but may dissent only with respect to all Gatling Shares held by such Dissenting Gatling Shareholder.

The Arrangement Agreement provides that it is a condition to the obligations of MAG that holders of such number of Gatling Shares shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than Gatling Shareholders representing not more than 5% of the Gatling Shares then outstanding).

See "Part I — The Arrangement — The Arrangement Agreement — Conditions to the Arrangement Becoming Effective" and "Part I — The Arrangement — Right to Dissent".

Gatling Shareholders that are considering exercising Dissent Rights should consult their own legal and financial advisors.

Certain Canadian Federal Income Tax Considerations

For a summary of certain of the material Canadian federal income tax consequences of the Arrangement applicable to Gatling Securityholders, see "Part I — The Arrangement — Certain Canadian Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Gatling Securityholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Certain United States Federal Income Tax Considerations

For a summary of certain of the material United States federal income tax consequences of the Arrangement applicable to Gatling Securityholders, see "Part I — The Arrangement — Certain United States Federal Income Tax Considerations". Such summary is not intended to be legal or tax advice. Gatling Securityholders should consult their own tax advisors as to the tax consequences of the Arrangement to them with respect to their particular circumstances.

Risk Factors

Gatling Securityholders should consider a number of risk factors relating to the Arrangement and Gatling in evaluating whether to approve the Arrangement Resolutions. In addition to the risk factors discussed throughout the Gatling Annual MD&A and the Gatling Interim MD&A, under the heading "Risk Factors" in the MAG AIF and under the heading "Risks and Uncertainties" in the MAG Annual MD&A, which risk factors are specifically incorporated by reference into this Circular, and the risk factors described under Appendix F, "Information Concerning Gatling Exploration Inc." appended to this Circular and under Appendix G, "Information Concerning MAG Silver Corp." appended to this Circular, the following is a list of certain additional and supplemental risk factors which Gatling Securityholders should carefully consider before making a decision regarding approving the Arrangement Resolutions:

• x The Arrangement is subject to satisfaction or waiver of various conditions;

• x Gatling Shareholders will receive a fixed number of MAG Shares;

• x The Arrangement Agreement may be terminated in certain circumstances;

• x While the Arrangement is pending, Gatling is restricted from pursuing alternatives to the Arrangement and taking other certain actions;

• x Gatling could be required to pay MAG a termination fee of $1,000,000 or a $600,000 expense reimbursement fee in specified circumstances;

• x Gatling will incur costs even if the Arrangement is not completed and Gatling may have to pay various expenses incurred in connection with the Arrangement;

• x If the Arrangement is not consummated by the Outside Date, either Gatling or MAG may elect not to proceed with the Arrangement;

• x If the Arrangement is not consummated, Gatling will be required to repay the Bridge Loan together with accrued interest to MAG;

• x Gatling and MAG may be the targets of legal claims, securities class actions, derivative lawsuits and other claims, and any such claims may delay or prevent the Arrangement from being completed;

• x Uncertainty surrounding the Arrangement could adversely affect Gatling's or MAG's retention of suppliers and personnel and could negatively impact future business and operations;

• x The pending Arrangement may divert the attention of Gatling's and MAG's management;

• x Payments in connection with the exercise of Dissent Rights may impair Gatling's financial resources;

• x Gatling directors and officers may have interests in the Arrangement different from the interests of Gatling Shareholders following completion of the Arrangement;

• x Tax consequences of the Arrangement may differ from anticipated treatment, including that if the Arrangement does not qualify as a tax-deferred Reorganization, some Gatling Shareholders may be required to pay substantial U.S. federal income taxes;

• x The issuance of a significant number of MAG Shares and a resulting "market overhang" could adversely effect the market price of the MAG Shares after completion of the Arrangement;

• x Gatling has not verified the reliability of the information regarding MAG included in, or which may have been omitted from this Circular;

• x There are risks related to the integration of Gatling's and MAG's existing businesses;

• x The relative trading price of the Gatling Shares and MAG Shares prior to the Effective Time and the trading price of the MAG Shares following the Effective Time may be volatile;

• x Following completion of the Arrangement, MAG may issue additional equity securities; and

• x Failure by MAG and/or Gatling to comply with applicable Laws prior to the Arrangement could subject the Combined Company to penalties and other adverse consequences following completion of the Arrangement.

The risk factors identified above are a summary of certain of the risk factors contained elsewhere or incorporated by reference in this Circular. See "Part I — The Arrangement — Risk Factors — Risk Factors Related to the Arrangement" and "Part I — The Arrangement — Risk Factors — Risk Factors Related to the Operations of the Combined Company." Gatling Securityholders should carefully consider all such risk factors.

PART I. — THE ARRANGEMENT

Background to the Arrangement

The Arrangement Agreement is a result of arm's length negotiations among representatives of Gatling and MAG and their respective financial and legal advisors. During the course of its consideration of the Arrangement and Arrangement Agreement, the Board conducted formal meetings and held informal discussions amongst the Gatling directors, senior management team and their financial and legal advisors. The following is a summary of the principal events leading up to the execution of the Arrangement Agreement.

Senior management of Gatling regularly considers and investigates opportunities to enhance value for Gatling Shareholders. Those opportunities have often included the possibility of strategic transactions and business combinations.

On December 8, 2021, Jason Billan, the Chief Executive Officer of Gatling, contacted Marc Turcotte, the Vice President of Business Development of MAG, to discuss MAG's interest in signing a confidentiality agreement to review the technical data on the Larder Gold Project, with an aim to take a strategic interest in Gatling. Both parties agreed to signing a confidentiality agreement and subsequently arranged a technical call to get a thorough overview of the Larder Gold Project. On December 9, 2021, the confidentiality agreement was executed to facilitate the provision of non-public information concerning Gatling and MAG; however, due to scheduling conflicts the initial technical meeting did not take place until the new year.

On January 11, 2022, Messrs. Billan and Turcotte arranged the technical meeting, which was finalized and scheduled for January 14, 2022. On January 17, 2022, Messrs. Billan and Marcotte had a follow-up conversation, at which point it was determined that MAG was highly interested in the Larder Gold Project and would be interested in a full acquisition of Gatling as opposed to a strategic investment, and was prepared to move expeditiously to conduct due diligence. Key terms to a potential transaction were discussed including the form of consideration and degree of premium. On January 18, 2022, Mr. Billan updated Navjit Dhaliwal, the Chairman of the Board of Gatling, on the recent developments between Gatling and MAG and they agreed to inform the Board and move forward with negotiating a transaction. Access to technical data in a virtual data room containing information regarding Gatling was provided to the MAG technical team to conduct due diligence. It was agreed that once technical due diligence was complete, and if both parties remained interested, the next phase of diligence was to be conducted. Gatling also commenced due diligence on MAG.

On January 20, 2022, Mr. Billan arranged a conference call which included Messrs. Turcotte and Dhaliwal to introduce both individuals as well as highlight MAG's intentions and interest in the transaction. In addition, during this week, all members of the Gatling Board were updated on the developments with MAG and the road map setting out timelines of a potential transaction was presented. Discussions included other potential strategic alternatives, including continuing to execute Gatling's strategic plan, acquisitions by Gatling or similar transactions, as well as the potential acquisition by MAG.

On January 25, 2022, MAG delivered an initial due diligence request list to Gatling.

On February 7, 2022, Gatling received a formal written, non-binding expression of interest from MAG (the "Initial LOI"), which contemplated the all-share acquisition of all of the issued and outstanding Gatling Shares at a significant premium to the then-current trading price, with no financing or due diligence conditions. Gatling Shareholders would receive consideration in a highly liquid public vehicle, and would retain exposure to further growth at the Larder Gold Project as well as gaining exposure to MAG's Juanicipio project. The Initial LOI was conditional on, among other things, completion of satisfactory due diligence, and was accompanied by a request for Gatling to negotiate exclusively with MAG until March 15, 2022.

On February 10, 2022, Gatling's Board met, with Billan leading the discussion, to evaluate the terms of the Initial LOI, including terms of the convertible bridge loan, the share exchange ratio and the break fee. The Board agreed to allow Billan to negotiate the final terms of the Initial LOI including the reduction in the term of exclusivity to March 8, 2022. Billan negotiated these final changes to the terms and signed the Initial LOI effective February 11, 2022.

Between February 14 and 16, 2022, representatives from MAG conducted site tours and technical due diligence meetings at Gatling's Larder Gold property in Ontario led by Nathan Tribble, Gatling's VP of Exploration.

On March 4, 2022, the Board met to discuss the terms of the Initial LOI, including preliminary discussions with senior management of Gatling and Gatling's external legal counsel, Cozen O'Connor, to consider a response to the proposal set out in the Initial LOI. Following the Board's deliberations, it determined that Gatling should engage in further discussions with MAG including Gatling conducting due diligence on MAG. Further the Board struck the Special Committee to review and provide advice to the Board, such Special Committee being comprised of independent directors Peter Damouni and Richard (Rick) Boulay.

The Special Committee reviewed the credentials and proposals from several financial firms who could provide a fairness opinion and subsequently began discussions with Sprott Capital based in Toronto, Ontario. After considering, among other things, Sprott Capital's reputation and experience in the resource sector and these types of transactions and any potential conflicts, the Special Committee determined to engage Sprott Capital to review the terms of the potential transaction, and provide an opinion as to the fairness, from a financial point of view, of the consideration to be received by holders of Gatling Shares pursuant to the potential transaction. On March 7, 2022, the Special Committee formally engaged Sprott Capital as its financial advisor on a "flat fee" payment basis, to provide an opinion as to the fairness, from a financial point of view, of the consideration to be received by holders of Gatling Shares pursuant to a potential transaction

The Initial LOI was subsequently amended by extension agreements dated March 8 and 9, 2022 in order to extend the exclusivity period to March 10, 2022.

Further, both Gatling and MAG continued to complete mutual technical and financial due diligence of the other party.

The due diligence conducted by Gatling with respect to MAG and its assets included, but was not limited to, a desktop review of the technical information on the Juanicipio development project as well as review of the Deer Trail exploration project. MAG also provided Gatling with an initial draft of the Arrangement Agreement on February 28, 2022. Gatling, together with its advisors, reviewed the draft Arrangement Agreement and received input from the Special Committee.

The Special Committee and the Company's management had several calls with Sprott Capital and the Company's legal advisors. The Special Committee received a presentation from Gatling's senior management regarding due diligence on the MAG properties and operations.

Following discussions with MAG, on March 9, 2022, MAG advised Gatling that the MAG Board had resolved to provide an indicative share exchange ratio based on respective VWAPs based on an approximate $0.40 per Gatling Share value, which would be finalized the next day.

Based on this proposal, the Special Committee continued discussions with the Board, Sprott Capital, Cozen O'Connor, and Gatling's senior management. The Special Committee received an update from Gatling's senior management regarding the MAG's indicative share exchange ratio, discussed the proposal with Sprott Capital and solicited their views on the terms of the proposal. The status of the definitive documents and due diligence were reviewed with Cozen O'Connor and Gatling's senior management. The Special Committee expressed willingness to approve the indicative share exchange ratio, subject to receipt of the final fairness opinion of Sprott Capital.

The Parties finalized their remaining due diligence and exchanged multiple drafts of the Arrangement Agreement and related transaction documentation between March 9 and March 10, 2022.

On March 10, the Board met with Gatling's senior management and Cozen O'Connor. The Board received presentations on various matters regarding the transactions, review of due diligence and the definitive documents for the Arrangement. Gatling's legal advisors reviewed the terms of the Arrangement and the definitive documents.

After the close of the market on March 10, 2022 Gatling was advised that based on respective VWAP calculations, the final share exchange ratio had been determined as 0.0170627 of a MAG Share for each Gatling Share. The Board then convened a meeting to approve the Arrangement.

After a brief introductory discussion on the status of the transaction documentation and any outstanding issues, the Board agreed to adjourn the meeting to allow the Special Committee to meet.

Following the adjournment of the Board meeting, the Special Committee, which had several meetings and discussions with their advisors and Sprott Capital, convened a meeting with Sprott Capital and Gatling's legal counsel, and without Gatling's senior management present, to review the preliminary financial analyses separately prepared by Sprott Capital in connection with the proposed transaction with MAG. Sprott Capital provided a presentation to the Special Committee and explained the valuation methodology used to determine valuation. Following Sprott Capital's presentation to the Special Committee, it received Sprott Capital's verbal opinion to the effect that, as of the date of such opinion, the Consideration to be received by the Gatling Shareholders pursuant the Arrangement is fair, from a financial point of view, to the Gatling Shareholders and, based upon and subject to the respective assumptions, limitations, qualifications and other matters set forth in such opinion. The Special Committee also reviewed various aspects of the Arrangement with Gatling's legal advisors. The Special Committee, having consulted with Gatling's legal and financial advisors in evaluating the Arrangement, unanimously voted to recommend the Board approve the terms of the Arrangement with a final exchange ratio of 0.0170627 of a MAG Share for each Gatling Share, and resolved to ask the Board to recommend that Gatling Securityholders vote in favour of the Arrangement Resolutions.

The Board reconvened its meeting promptly following the termination of the Special Committee meeting on the evening of March 10, 2022. During the meeting, the Special Committee formally provided its recommendations to the Board; and after consultation with Gatling's senior management and legal and financial advisors in evaluating the Arrangement, and acting on the unanimous recommendation of the Special Committee, the Board unanimously determined that the Arrangement is in the best interests of Gatling, unanimously approved the execution and delivery of the Arrangement Agreement and the transactions contemplated by the Arrangement Agreement and unanimously resolved to recommend that Gatling Securityholders vote in favour of the Arrangement Resolutions.

• 46 -

Throughout the remainder of March 10, 2022 Gatling and MAG, assisted by their respective advisors, finalized the terms of the Arrangement Agreement and other transaction documents, entered into the Arrangement Agreement and on March 11, 2022, prior to the opening of markets in Toronto, each of Gatling and MAG issued a press release announcing the execution of the Arrangement Agreement.

Recommendation of the Special Committee and the Board

The Special Committee, after consulting with management of Gatling and legal and financial advisors in evaluating the Arrangement, and taking into account the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board", unanimously recommended that the Board approve the Arrangement Agreement and the Arrangement.

The Board, after consulting with management of Gatling and legal and financial advisors in evaluating the Arrangement and receiving the unanimous recommendation of the Special Committee, and taking into account the reasons described in the section entitled "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board", unanimously determined that the Arrangement is in the best interests of Gatling. Accordingly, the Board unanimously recommends that the Gatling Shareholders vote "FOR" the Arrangement Resolutions.

Reasons for Recommendation of the Special Committee and the Board

The Special Committee and the Board consulted with management of Gatling and legal and financial advisors in evaluating the Arrangement and, in reaching their respective conclusions and formulating their unanimous recommendations, reviewed a significant amount of information and considered a number of factors, including the following, among others:

• x Under the terms of the Arrangement Agreement, the Consideration is equal to approximately C$0.40 per Gatling Share based on the closing price of the MAG Shares on the TSX on March 10, 2022, the last trading day before the Arrangement was announced, representing a premium of approximately 49.1% based on the closing price of the Gatling Shares on the TSXV on March 10, 2022 and approximately 47.4% based on the 5-day volume weighted average share price of the MAG Shares and the Gatling Shares ending on March 10, 2022.
• x Combining Gatling and MAG is anticipated to result in the creation of a larger, significantly more diversified Combined Company with a portfolio of high-quality assets, including a 100% interest in the Larder Gold Project located in the prolific Abitibi belt in Northern Ontario, Canada, and a 44% interest in the Juanicipio project located in the Fresnillo silver trend in Mexico, as well as a robust project pipeline located in the United States and Mexico.
• x Current Gatling Shareholders will maintain exposure to the Gatling Property and will gain exposure to MAG's low-cost, high-grade Juanicipio mine, and further potential upside from near and long-term growth projects, including Juanicipio exploration and Deer Trail, the district-scale exploration potential of the Combined Company and organic mineral reserve growth. Current Gatling Shareholders will hold approximately 0.79% of the issued and outstanding shares of the Combined Company upon completion of the Arrangement, based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.
• x The liquidity position and combined cash flow generation of the Combined Company will support internal funding of Gatling's exploration and development assets in Ontario.
• x The risks and potential rewards associated with Gatling continuing to execute its business and strategic plan as an independent entity, as an alternative to the Arrangement, and that the Combined Company will be better positioned to pursue a growth and value maximizing strategy as compared with Gatling on a standalone basis, as a result of the Combined Company's larger

market capitalization, increased technical expertise, asset diversification and elimination of single asset risk, increased financial capacity and enhanced access to capital over the long term and the likelihood of increased investor interest and access to business development opportunities due to the Combined Company's larger market presence.

• x The history of MAG's management team in successfully completing strategic transactions and the success of MAG's management team in the integration of businesses acquired in such transactions with MAG's business.
• x Upon completion of the Arrangement, the Combined Company will have a broader shareholder base, expected increased trading liquidity with global stock listings on the TSX and NYSE American, expected increase in its weighting within certain gold and mining sector indexes, and a larger public float than Gatling presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Combined Company's investor appeal with enhanced market interest, analyst coverage and index inclusion.
• x The Arrangement Agreement is the result of a comprehensive arm's length negotiation process with MAG that was undertaken by Gatling with the assistance of legal and financial advisors and with the oversight and participation of the Special Committee. The Arrangement Agreement includes terms and conditions that are reasonable in the judgment of the Special Committee and Board.
• x The Sprott Capital Opinion to the Special Committee to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications to be set forth in the Sprott Capital Opinion, the Consideration to be received by the Gatling Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders.
• x Gatling's due diligence review and investigations of the business, operations, financial condition, products, strategy and future prospects of MAG (including the review of project review reports prepared by third party consultants on the Juanicipio project and Deer Trail project).
• x Current industry, economic and market conditions and trends and its expectations of the future prospects in the precious metals mining industry, including prevailing gold and silver prices and potential for further consolidation and acquisitions, as well as information concerning the business, operations, assets, financial performance and condition, operating results and prospects of Gatling, including the strategic direction of Gatling as an operating, single asset mining company.
• x Gatling Shareholders who are Eligible Holders and who properly complete and file a Section 85 Election may benefit from a full or partial tax deferred rollover under the Tax Act in respect of any capital gains that would otherwise be realized on the disposition of Gatling Shares pursuant to the Arrangement.
• x The Arrangement is structured in such a way that the exchange of shares should generally not be a taxable event for United States tax purposes for the Gatling Shareholders.
• x The impact of the Arrangement on all stakeholders in Gatling, including Gatling Securityholders, employees, and local communities and governments, as well as the environment and the longterm interests of Gatling.
• x Based on the discussions that took place between the management of Gatling and MAG, it is the Special Committee and Board's belief that MAG will support Gatling's continued

engagement with the local community and governments and work towards maintaining positive and mutually beneficial relationships with all constituencies.

• x 7KH $UUDQJHPHQW 5HVROXWLRQV PXVW EH DSSURYHG E\ DW OHDVW L? Ҁ RI WKH YRWHV FDVW E\ Gatling Securityholders, voting together as a single class, present in person or represented by SUR[\ DWWKH *DWOLQJ0HHWLQJ LL? Ҁ RIWKH YRWHV FDVW E\ *DWOLQJ 6KDUHKROGHUV SUHVHQW LQ person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61- 101, if required.
• x The Arrangement must be approved by the Court, which will consider, among other things, the procedural and substantive fairness and reasonableness of the Arrangement to the Gatling Securityholders.
• x The terms of the Arrangement provide that Registered Shareholders who oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if properly exercised, receive fair value for their Gatling Shares.

The Special Committee and Board also considered a number of other factors and risks relating to the Arrangement including:

• x The challenges inherent in combining two businesses of the size, geographic diversity and complexity of Gatling and MAG.

• x The risk that expected benefits to the Combined Company are not realized.

• x The risk that changes in Law or regulation could adversely impact the expected benefits of the Arrangement to Gatling, Gatling Securityholders and other stakeholders.

• x The risk that the MAG Shares to be issued as consideration are based on a fixed exchange ratio and will not be adjusted based on fluctuations in the market value of Gatling Shares or MAG Shares.

• x The potential risk of diverting management's attention and resources from the operation of Gatling's business, including other strategic opportunities and operational matters, while working toward the completion of the Arrangement.

• x The potential negative effect of the pendency of the Arrangement on Gatling's business, including its relationships with employees, suppliers, customers and communities in which it operates.

• x The potential adverse impact that business uncertainty pending the completion of the Arrangement could have on Gatling's ability to attract, retain and motivate key personnel until the completion of the Arrangement.

• x The risk that the Arrangement may not be completed despite the Parties' efforts or that completion of the Arrangement may be unduly delayed, even if Gatling Arrangement Approval is obtained, including the possibility that other conditions to the Parties' obligations to complete the Arrangement may not be satisfied, and the potential resulting negative impact this could have upon Gatling's business.

• x The fact that if the Arrangement is not completed, the Bridge Loan will become immediately due and payable and Gatling will be required to repay the Bridge Loan together with accrued interest to MAG.

• x The limitations contained in the Arrangement Agreement on Gatling's ability to solicit additional interest from third parties, given the nature of the deal protections and "fiduciary out" in the Arrangement Agreement, as well as the fact that if the Arrangement Agreement is terminated under certain circumstances, Gatling will be required to pay the Termination Payment and/or the Expense Amount to MAG.

• x The fact that if the Arrangement Agreement is terminated and the Board decides to seek another transaction or business combination, it may be unable to find a party willing to pay greater or equivalent value compared to the Consideration payable to the Gatling Shareholders under the Arrangement.

• x The fact that MAG's primary mining and mineral exploration operations are conducted in Mexico, and as such, MAG's operations are exposed to various levels of foreign, political, economic, and other risks and uncertainties. The effect of these factors cannot be accurately predicted.

• x The restrictions on the conduct of Gatling's business prior to the completion of the Arrangement, which could delay or prevent Gatling from undertaking business opportunities that may arise pending completion of the Arrangement.

• x The fact that Gatling has incurred and will continue to incur significant transaction costs and expenses in connection with the Arrangement, regardless of whether the Arrangement is completed.

The Special Committee and the Board also considered a variety of risks and other potentially negative factors relating to the Arrangement including those matters described under the headings ''Part I — The Arrangement — Risk Factors Related to the Arrangement" and ''Part I — The Arrangement — Risk Factors Related to the Operations of the Combined Company". The Special Committee and the Board believed that overall, the anticipated benefits of the Arrangement to Gatling outweighed these risks and negative factors.

The information and factors described above and considered by the Special Committee and the Board in reaching its determinations are not intended to be exhaustive but include material factors considered by the Special Committee and the Board. In view of the wide variety of factors considered in connection with the evaluation of the Arrangement and the complexity of these matters, the Special Committee and the Board did not find it useful to, and did not attempt to, quantify, rank or otherwise assign relative weights to these factors. In addition, individual members of the Special Committee and the Board may have given different weight to different factors.

Opinion of Sprott Capital

The Special Committee engaged Sprott Capital to act as a financial advisor in connection with the Arrangement. In connection with Sprott Capital's engagement, Sprott Capital was requested to provide the Special Committee with an opinion as to the fairness to the Gatling Shareholders, from a financial point of view, of the Consideration to be received by Gatling Shareholders pursuant to the Arrangement. In connection with this mandate, Sprott Capital has prepared the Sprott Capital Opinion. The Sprott Capital Opinion states that, based upon and subject to the assumptions, limitations and qualifications set forth therein, Sprott Capital is of the opinion that, as of March 10, 2022, the Consideration to be received by the Gatling Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders. The Sprott Capital Opinion is subject to the assumptions, limitations and qualifications contained therein and should be read in its entirety. See Appendix E to this Circular, "Opinion of Sprott Capital".

The full text of the Sprott Capital Opinion, setting out the assumptions made, matters considered and limitations and qualifications on the review undertaken in connection with the Sprott Capital Opinion, is attached as Appendix E to this Circular. Gatling Securityholders are urged to, and should, read the Sprott Capital Opinion in its entirety. The summary of the Sprott Capital Opinion in this Circular is qualified in its entirety by reference to the full text of the Sprott Capital Opinion. The Sprott Capital Opinion is not a recommendation as to whether or not Gatling Securityholders should vote in favour of the Arrangement Resolutions.

The Sprott Capital Opinion was necessarily based upon information available, and financial, stock market and other conditions and circumstances existing and disclosed, to Sprott Capital as of the date of the Sprott Capital Opinion. Although subsequent developments may affect the Sprott Capital Opinion, Sprott Capital has no obligation to update, revise or reaffirm its opinion.

The Sprott Capital Opinion was only one of many factors taken into consideration by the Special Committee and the Board in their evaluation of the Arrangement and should not be viewed as determinative of the views of the Special Committee, the Board or Gatling's management with respect to the Arrangement or the Consideration provided for pursuant to the Arrangement.

Neither Sprott Capital nor any of its affiliates or associates is an insider, associate or affiliate (as such terms are defined in the applicable Canadian Securities Laws) of Gatling or MAG or any of their respective associates or affiliates, except for Sprott Asset Management LP which holds 12.9% of the issued and outstanding Gatling Shares and 5.2% of the issued and outstanding MAG Shares. Sprott Inc. has procedures in place to limit access to non-public information between its divisions, and believes that no interaction has occurred between Sprott Capital and Sprott Asset Management LP.

For its financial advisory services to the Special Committee in connection with the Arrangement, Gatling has agreed to pay a flat fee to Sprott Capital for the Sprott Capital Opinion (no portion of which is contingent on the conclusion reached in the Sprott Capital Opinion or upon completion of the Arrangement). In addition, Gatling has agreed to reimburse Sprott Capital for its expenses, including reasonable fees and expenses of counsel, and to indemnify Sprott Capital and related parties against certain liabilities arising out of Sprott Capital's engagement.

The Board urges Gatling Shareholders to read the Sprott Capital Opinion in its entirety. See Appendix E to this Circular, "Opinion of Sprott Capital".

Risk Factors Related to the Arrangement

The completion of the Arrangement involves risks. In addition to the risk factors discussed throughout the Gatling Annual MD&A and the Gatling Interim MD&A and under the heading "Risk Factors" in the MAG AIF, which risk factors are specifically incorporated by reference into this Circular, and the risk factors described under "Appendix F — Information Concerning Gatling Exploration Inc. — Risk Factors" and "Appendix G — Information Concerning MAG Silver Corp. — Risk Factors" in this Circular, the following are additional and supplemental risk factors which Gatling Shareholders should carefully consider before making a decision regarding approving the Arrangement Resolutions. Readers are cautioned that such risk factors are not exhaustive and additional risks and uncertainties, including those currently unknown or considered immaterial to Gatling or MAG, may also adversely affect Gatling or MAG prior to completion of the Arrangement, or the Combined Company.

The Arrangement is subject to satisfaction or waiver of various conditions

Completion of the Arrangement is subject to, among other things, the approval of the Court and Gatling Arrangement Approval, all of which may be outside the control of both Gatling and MAG. There can be no assurance that these conditions will be satisfied or that the Arrangement will be completed as currently contemplated or at all. If, for any reason, the Arrangement is not completed or its completion is substantially delayed, the market price of Gatling Shares or MAG Shares may be materially adversely effected. In such events, Gatling's or MAG's business, financial condition or results of operations could also be subject to material adverse consequences.

It is also a condition of closing the Arrangement that the TSX and the NYSE America shall have conditionally approved the listing of the Consideration Shares, subject to the satisfaction of customary conditions of such exchanges. MAG has applied to the TSX and will apply to the NYSE America to list the Consideration Shares and has received conditional approval from the TSX.

Gatling Shareholders will receive a fixed number of MAG Shares

Gatling Shareholders will receive a fixed number of MAG Shares under the Arrangement, rather than a variable number of MAG Shares with a fixed relative market value. As the number of MAG Shares to be received in respect of each Gatling Share under the Arrangement will not be adjusted to reflect any change in the relative market value of Gatling Shares, the number of MAG Shares received by Gatling Shareholders under the Arrangement may vary significantly from the relative market value of Gatling Shares expressed at the dates referenced in this Circular. There can be no assurance that the relative market price of Gatling Shares on the Effective Date will be the same or similar to the relative market price of such shares on the date of the Gatling Meeting. The underlying cause of any such change in relative market price may not constitute a Material Adverse Effect, the occurrence of which in respect of a Party could entitle the other Party to terminate the Arrangement Agreement, or otherwise entitle either Party to terminate the Arrangement Agreement. In addition, the number of MAG Shares being issued in connection with the Arrangement will not change despite decreases or increases in the market prices of Gatling Shares or MAG Shares. Many of the factors that affect the market prices of the Gatling Shares or MAG Shares are beyond the control of Gatling or MAG, respectively. These factors include fluctuations in commodity prices, fluctuations in currency exchange rates, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets and interest rate fluctuations. There can also be no assurance that the trading price of the MAG Shares will not decline following the completion of the Arrangement.

The Arrangement Agreement may be terminated in certain circumstances

Each of Gatling and MAG has the right to terminate the Arrangement Agreement in certain circumstances. Accordingly, there is no certainty, nor can either of Gatling or MAG provide any assurance, that the Arrangement will not be terminated by either Gatling or MAG before the completion of the Arrangement. For instance, Gatling has the right, in certain circumstances, to terminate the Arrangement Agreement if there is a Material Adverse Effect on MAG. Conversely, MAG has the right, in certain circumstances, to terminate the Arrangement Agreement if there is a Material Adverse Effect on Gatling. There is no assurance that a Material Adverse Effect on Gatling will not occur before the Effective Date, in which case MAG could elect to terminate the Arrangement Agreement and the Arrangement would not proceed. Failure to complete the Arrangement could negatively impact the trading price of the Gatling Shares or otherwise adversely affect the business of Gatling.

While the Arrangement is pending, Gatling is restricted from pursuing alternatives to the Arrangement and taking other certain actions

Under the Arrangement Agreement, Gatling is restricted, subject to certain limited exceptions, from making, initiating, soliciting or knowingly encouraging or facilitating (including by way of furnishing or affording access to confidential information or any site visit), any inquiry, proposal or offer with respect to an Acquisition Proposal or that could reasonably be expected to constitute or lead to an Acquisition Proposal. In addition, the Arrangement Agreement restricts Gatling from taking specified actions until the Arrangement is completed without the consent of MAG which may adversely affect the ability of Gatling to execute certain business strategies, including, but not limited to, the ability in certain cases to enter into or amend contracts, acquire or dispose of assets, incur indebtedness or incur capital expenditures. These restrictions may prevent Gatling from pursuing attractive business opportunities that may arise prior to the completion of the Arrangement. If the Arrangement is not completed for any reason, the announcement of the Arrangement, the dedication of Gatling's resources to the completion thereof and the restrictions that were imposed on Gatling under the Arrangement Agreement may have an adverse effect on the current future operations, financial condition and prospects of Gatling as a standalone entity.

Gatling could be required to pay MAG a termination fee of $1,000,000 in specified circumstances

The Arrangement Agreement provides that Gatling will be required to pay a termination fee of $1,000,000 to MAG, upon termination of the Arrangement Agreement under certain specified circumstances, including, among others, where: (i) MAG terminates the Arrangement Agreement, as a result of a Change in Recommendation; (ii) MAG terminates the Arrangement Agreement due to a breach by Gatling, in any material respect, of the non-solicitation provisions of the Arrangement Agreement; (iii) any Party terminates the Arrangement Agreement in the event the Gatling Arrangement Approval is not obtained; and (iv) Gatling terminates the Arrangement Agreement if there has been a Material Adverse Effect on MAG which is incapable of being cured on or prior to the Outside Date.

The Termination Payment that may be payable by Gatling to MAG may discourage other parties from attempting to enter into a business transaction with Gatling, even if those parties would otherwise be willing to enter into an agreement with Gatling for a business combination and would be prepared to pay consideration with a higher price per share or cash market value than the per share market value proposed to be received or realized in the Arrangement. In addition, payment of such amount may have a material adverse effect on the business and affairs of Gatling. See ''Part I — The Arrangement — The Arrangement Agreement — Termination".

Gatling will incur costs even if the Arrangement is not completed and Gatling or MAG may have to pay various expenses incurred in connection with the Arrangement

Certain costs related to the Arrangement, such as legal, accounting and certain financial advisor fees, must be paid by Gatling even if the Arrangement is not completed. Gatling is liable for its own costs incurred in connection with the Arrangement.

Gatling and MAG have also incurred and expect to incur additional material non-recurring expenses in connection with the Arrangement and completion of the transactions contemplated by the Arrangement Agreement, including costs related to obtaining required shareholder and court approvals. Additional unanticipated costs or expenses may be incurred by MAG in the course of coordinating the businesses of the Combined Company.

If the Arrangement is not consummated by the Outside Date, either Gatling or MAG may elect not to proceed with the Arrangement

Either Gatling or MAG may terminate the Arrangement Agreement if the Arrangement has not been completed by the Outside Date and the Parties do not mutually agree to extend the Outside Date, pursuant to the Arrangement Agreement. If the Arrangement is not consummated Gatling will be required to repay the Bridge Loan together with accrued interest to MAG.

Gatling and MAG may be the targets of legal claims, securities class actions, derivative lawsuits and other claims and any such claims may delay or prevent the Arrangement from being completed

Gatling and MAG may be the target of securities class actions and derivative lawsuits which could result in substantial costs and may delay or prevent the Arrangement from being completed. Securities class action lawsuits and derivative lawsuits are often brought against companies that have entered into an agreement to acquire a public company or to be acquired. Third parties may also attempt to bring claims against Gatling and MAG seeking to restrain the Arrangement or seeking monetary compensation or other remedies. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Arrangement, then that injunction may delay or prevent the Arrangement from being completed.

Uncertainty surrounding the Arrangement could adversely affect Gatling's or MAG's retention of suppliers and personnel and could negatively impact future business and operations

The Arrangement is dependent upon satisfaction of various conditions, and as a result its completion is subject to uncertainty. In response to this uncertainty, Gatling's suppliers may delay or defer decisions concerning Gatling. Any change, delay or deferral of those decisions by suppliers could negatively impact the business, operations and prospects of Gatling, regardless of whether the Arrangement is ultimately completed, or of MAG if the Arrangement is completed. Similarly, current and prospective employees of Gatling may experience uncertainty about their future roles with MAG until MAG's strategies with respect to such employees are determined and announced. This may adversely affect Gatling's ability to attract or retain key employees in the period until the Arrangement is completed or thereafter.

The pending Arrangement may divert the attention of Gatling's management

The pendency of the Arrangement could cause the attention of Gatling's management to be diverted from the day-to-day operations and suppliers may seek to modify or terminate their business relationships with either party. These disruptions could be exacerbated by a delay in the completion of the Arrangement and could have an adverse effect on the business, operating results or prospects of Gatling regardless of whether the Arrangement is ultimately completed, or of MAG if the Arrangement is completed.

Payments in connection with the exercise of Dissent Rights may impair Gatling's financial resources

Registered Shareholders have the right to exercise certain Dissent Rights and demand payment of the fair value of their Gatling Shares in cash in connection with the Arrangement in accordance with the BCBCA. If there are significant number of Dissenting Gatling Shareholders, a substantial cash payment may be required to be made to such Dissenting Gatling Shareholders that could have an adverse effect on Gatling's financial condition and cash resources if the Arrangement is completed. See ''Part I —The Arrangement — Right to Dissent".

Gatling directors and officers may have interests in the Arrangement different from the interests of Gatling Securityholders following completion of the Arrangement

Certain of the directors and executive officers of Gatling negotiated the terms of the Arrangement Agreement, and the Board has unanimously recommended that Gatling Securityholders vote in favour of the Arrangement. These directors and executive officers may have interests in the Arrangement that are different from, or in addition to, those of Gatling Securityholders generally. These interests include, but are not limited to, the continued employment of certain executive officers of Gatling by MAG, the acceleration of payments or vesting of equity-based awards. Gatling Securityholders should be aware of these interests when they consider the Board's unanimous recommendation to the Gatling Securityholders and the Special Committee's unanimous recommendation to the Board. The Special Committee and the Board were aware of, and considered, these interests when they declared the advisability of the Arrangement Agreement and made their respective unanimous recommendations to the Board and the Gatling Securityholders, respectively.

Tax consequences of the Arrangement may differ from anticipated treatment, including that if the Arrangement does not qualify as a tax-deferred Reorganization, some Gatling Shareholders may be required to pay substantial U.S. federal income taxes

There can be no assurance that the CRA, the IRS or other applicable taxing authorities will agree with the Canadian and U.S. federal income tax consequences of the Arrangement, as applicable, as set forth in this Circular. Furthermore, there can be no assurance that applicable Canadian and U.S. income tax Laws, regulations or tax treaties will not change (legislatively, judicially or otherwise) or be interpreted in a manner, or that applicable taxing authorities will not take an administrative position, that is adverse to Gatling, MAG and their respective shareholders following completion of the Arrangement. Taxation authorities may also disagree with how Gatling or MAG following the Arrangement calculate or have in the past calculated their income or other amounts for tax purposes. Any such events could adversely affect MAG, its share price or the dividends that may be paid to the MAG Shareholders following completion of the Arrangement.

Although Gatling and MAG expect that the Arrangement will qualify as a tax-deferred Reorganization, it is possible that the IRS may assert that the Arrangement fails (in whole or in part) to qualify as such. If the IRS were to be successful in any such contention, or if for any other reason the Arrangement was to fail to qualify as a Reorganization, each U.S. Holder of Gatling Shares would recognize a gain or loss with respect to all such U.S. Holder's Gatling Shares, as applicable, based on the difference between: (i) that U.S. Holder's tax basis in such shares; and (ii) the fair market value of the MAG Shares received. See ''Part I — The Arrangement — Certain United States Federal Income Tax Considerations".

The issuance of a significant number of MAG Shares and a resulting "market overhang" could adversely effect the market price of the MAG Shares after completion of the Arrangement

On completion of the Arrangement, a significant number of additional MAG Shares will be issued and available for trading in the public market. The increase in the number of MAG Shares may lead to sales of such shares or the perception that such sales may occur (commonly referred to as "market overhang"), either of which may adversely affect the market for, and the market price of, the MAG Shares.

Gatling has not verified the reliability of the information regarding MAG included in, or which may have been omitted from this Circular

Unless otherwise indicated, all historical information regarding MAG contained in this Circular, including all MAG financial information, has been derived from MAG's publicly disclosed information or provided by MAG. Although Gatling has no reason to doubt the accuracy or completeness of such information, any inaccuracy or material omission in MAG's publicly disclosed information, including the information about or relating to MAG contained in this Circular, could result in unanticipated liabilities or expenses, increase the cost of integrating the companies or adversely affect our operational and development plans and our results of operations and financial condition.

Risk Factors Related to the Operations of the Combined Company

There are risks related to the integration of Gatling's and MAG's existing businesses

The ability to realize the benefits of the Arrangement will depend in part on successfully consolidating functions and integrating operations, procedures and personnel in a timely and efficient manner, as well as on MAG's ability to realize the anticipated growth opportunities, capital funding opportunities and operating synergies from integrating Gatling's and MAG's businesses following completion of the Arrangement. Many operational and strategic decisions and certain staffing decisions with respect to the Combined Company have not yet been made. These decisions and the integration will require the dedication of substantial management effort, time and resources which may divert management's focus and resources from other strategic opportunities of the Combined Company, and from operational matters during this process. The integration process may result in the loss of key employees and the disruption of ongoing business, customer and employee relationships that may adversely affect the ability of MAG, following completion of the Arrangement, to achieve the anticipated benefits of the Arrangement.

The consummation of the Arrangement may pose special risks, including one-time write-offs, restructuring charges and unanticipated costs. Although Gatling, MAG and their respective advisors have conducted due diligence on the various operations, there can be no guarantee that the Combined Company will be aware of any and all liabilities of Gatling or the Arrangement. As a result of these factors, it is possible that certain benefits expected from the combination of Gatling and MAG may not be realized. Any inability of management to successfully integrate the operations could have an adverse effect on the business, financial condition and results of operations of the Combined Company.

The relative trading price of the Gatling Shares and MAG Shares prior to the Effective Time and the trading price of the MAG Shares following the Effective Time may be volatile

The relative trading price of the Gatling Shares have been and may continue to be subject to and, following completion of the Arrangement, the MAG Shares may be subject to, material fluctuations and may increase or decrease in response to a number of events and factors, including:

• x changes in the market price of the commodities that Gatling and MAG sell and purchase;
• x current events affecting the economic situation in Canada, the United States, Mexico and internationally;
• x trends in the global mining industries;
• x regulatory and/or government actions, rulings or policies;
• x changes in financial estimates and recommendations by securities analysts or rating agencies;
• x acquisitions and financings;
• x the economics of current and future projects and operations of Gatling and MAG;
• x quarterly variations in operating results;
• x the operating and share price performance of other companies, including those that investors may deem comparable;
• x the issuance of additional equity securities by Gatling or MAG, as applicable, or the perception that such issuance may occur; and
• x purchases or sales of blocks of Gatling Shares or MAG Shares as applicable.

Following completion of the Arrangement, the Combined Company may issue additional equity securities

Following completion of the Arrangement, the Combined Company may issue equity securities to finance its activities, including in order to finance acquisitions. If the Combined Company were to issue equity securities, a holder of MAG Shares may experience dilution in the Combined Company's cash flow or earnings per share. Moreover, as the Combined Company's intention to issue additional equity securities becomes publicly known, the Combined Company's price may be materially adversely affected.

Failure by the Combined Company to comply with applicable Laws prior to the Arrangement could subject the Combined Company to penalties and other adverse consequences following completion of the Arrangement

MAG is subject to various U.S., Canadian, Mexican and foreign anti-corruption laws and regulations including, but not limited to, the Corruption of Foreign Public Officials Act (Canada). The foregoing Laws prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. In addition, such Laws require the maintenance of records relating to transactions and an adequate system of internal controls over accounting. There can be no assurance that either Party's internal control policies and procedures, compliance mechanisms or monitoring programs will protect it from recklessness, fraudulent behavior, dishonesty or other inappropriate acts or adequately prevent or detect possible violations under applicable anti-bribery and anti-corruption legislation. A failure by MAG or Gatling to comply with anti-bribery and anti-corruption legislation could result in severe criminal or civil sanctions, and may subject MAG to other liabilities, including fines, prosecution, potential debarment from public procurement and reputational damage, all of which could have an adverse effect on the business, consolidated results of operations and consolidated financial condition of MAG following completion of the Arrangement. Investigations by governmental authorities could have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement.

MAG and Gatling are also subject to a wide variety of Laws relating to the environment, health and safety, taxes, employment, labor standards, money laundering, terrorist financing and other matters in the jurisdictions in which they operate. A failure by either of MAG or Gatling to comply with any such Laws prior to the Arrangement could result in severe criminal or civil sanctions, and may subject MAG and Gatling to other liabilities, including fines, prosecution and reputational damage, all of which could have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement. The compliance mechanisms and monitoring programs adopted and implemented by either of MAG or Gatling prior to the Arrangement may not adequately prevent or detect possible violations of such applicable Laws. Investigations by governmental authorities could also have an adverse effect on the business, consolidated results of operations and consolidated financial condition of the Combined Company following completion of the Arrangement.

Effect of the Arrangement

Effect on Gatling Shares

If completed, the Arrangement will result in the issuance, at the Effective Time, of the Share Consideration for each Gatling Share held by Gatling Shareholders at the Effective Time (excluding Dissenting Gatling Shareholders and MAG and its affiliates). As at the close of business on April 8, 2022, there were 45,399,816 Gatling Shares outstanding (on a non-diluted basis). If completed, the Arrangement will result in MAG becoming the owner of all of the Gatling Shares on the Effective Date and Gatling will become a wholly-owned Subsidiary of MAG.

Assuming that there are no Dissenting Gatling Shareholders and assuming no Gatling Shares are issued pursuant to the exercise of Gatling Options prior to the Effective Time, there will be, immediately following the completion of the Arrangement, approximately 98,783,598 MAG Shares issued and outstanding. Immediately following completion of the Arrangement: (i) Former Gatling Shareholders are expected to hold approximately 774,643 MAG Shares, representing approximately 0.79% of the issued and outstanding MAG Shares immediately following completion of the Arrangement; and (ii) existing MAG Shareholders are expected to hold approximately 97,848,246 MAG Shares, representing approximately 99.21% of the issued and outstanding MAG Shares, in each case on a non-diluted basis based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.

Effect on Gatling Options

Pursuant to the terms of the Arrangement Agreement, if the Arrangement Resolutions are approved at the Gatling Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, then, commencing and effective as at the Effective Time, each Gatling Option outstanding immediately prior to the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Gatling Shares and will be exchanged for a Replacement Option to purchase from MAG such number of MAG Shares equal to (A) that number of Gatling Shares that were issuable upon exercise of such Gatling Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded to the nearest whole number of MAG Shares, at an exercise price per MAG Share equal to the quotient determined by dividing: (X) the exercise price per Gatling Share at which such Gatling Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, conditions to and manner of exercising, shall be the same as the Gatling Option for which it was exchanged, and any certificate or option agreement previously evidencing the Gatling Option shall thereafter evidence and be deemed to evidence such Replacement Option. The term of any such Replacement Option, when issued, shall extend to the expiry date of the original Gatling Option granted, notwithstanding any termination of the holder of the Replacement Option at or after the Effective Time. Notwithstanding any of the foregoing, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Gatling Option for a Replacement Option, and accordingly, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to the last sentence of Section 3.1(c) of the Plan of Arrangement) in respect of a Replacement Option exceeds the Gatling Option In-The-Money Amount in respect of the Gatling Option for which it is exchanged, then the exercise price per MAG Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount (for greater certainty, after taking into account the last sentence of Section 3.1(c) of the Plan of Arrangement) in respect of the Replacement Option does not exceed the Gatling Option In-The-Money Amount in respect of such Gatling Option. It is further intended that each Gatling Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and Section 3.1(c) of the Plan of Arrangement will be construed consistently with such intent.

Change of Control Provisions

The Arrangement will constitute a change of control where that term is defined in the Gatling Stock Option Plan. Pursuant to the terms of the Arrangement Agreement, each Gatling Option outstanding as at the Effective Time shall be deemed to be vested to the fullest extent and exchanged at the Effective Time for a Replacement Option. See "Part I — The Arrangement — Effect of the Arrangement — Effect on Gatling Options" above for further information.

In addition, in connection with the Arrangement, certain change of control payments will become payable upon the termination of Gatling's consultants (the "Consultants") pursuant to their respective consulting agreements. See ''Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement – Change of Control Provisions" in this Circular for further information.

Corporate Structure

Pursuant to the Plan of Arrangement, Gatling Shareholders (other than Dissenting Gatling Shareholders and MAG and its affiliates) will receive MAG Shares in exchange for their Gatling Shares. The rights of Gatling Shareholders are currently governed by the BCBCA and by Gatling's articles. Since MAG is also a British Columbia corporation, the rights of MAG Shareholders are governed by the BCBCA and by MAG's articles. Therefore, the rights and privileges under the BCBCA of the Gatling Shareholders who receive MAG Shares will remain unchanged after the Arrangement. This summary is not intended to be exhaustive and Gatling Shareholders should consult their legal advisors regarding all of the implications of the effects of the Arrangement on such Gatling Shareholders' rights.

Details of the Arrangement

General

On March 10, 2022, MAG and Gatling entered into the Arrangement Agreement pursuant to which, among other things, MAG will acquire all of the outstanding Gatling Shares. The Arrangement will be effected pursuant to a court-approved Plan of Arrangement under the BCBCA. The Parties intend to rely upon the exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof with respect to the issuance of the Consideration Shares and the Replacement Options pursuant to the Arrangement.

If completed, the Arrangement will result in MAG acquiring all of the issued and outstanding Gatling Shares on the Effective Date and Gatling will become a wholly-owned Subsidiary of MAG. Pursuant to the Plan of Arrangement, at the Effective Time, Gatling Shareholders (excluding Dissenting Gatling Shareholders and MAG and its affiliates) will receive 0.0170627 of a MAG Share for each Gatling Share held at the Effective Time.

For further information in respect of the Combined Company, see Appendix H to this Circular, "Information Concerning MAG Silver Corp. Following Completion of the Arrangement".

Arrangement Steps

If the Arrangement Resolutions are approved at the Gatling Meeting, the Final Order approving the Arrangement is issued by the Court and the applicable conditions to completion of the Arrangement are satisfied or waived, the Arrangement will take effect commencing and effective as at the Effective Time.

The Arrangement involves a number of steps, which will be deemed to occur sequentially commencing at the Effective Time without any further act or formality except as expressly provided in the Plan of Arrangement. The following description of the steps of the Plan of Arrangement is qualified in its entirety by the full text of the Plan of Arrangement which is attached as Appendix D to this Circular.

In particular:

• (a) each Gatling Share held by a Dissenting Gatling Shareholder shall be deemed to be acquired by Gatling from the Dissenting Gatling Shareholder, without any further act or formality on its part, free and clear of all Encumbrances, in consideration for a debt claim against Gatling for an amount determined and payable in accordance with Article 4 of the Plan of Arrangement, and:
  • (i) such Dissenting Gatling Shareholders shall cease to be the holders of such Gatling Shares and to have any rights as holders of such Gatling Shares, other than the right to be paid fair value for such Gatling Shares (with Gatling funds not directly or indirectly provided by MAG or any affiliate of MAG), as set out in Article 4 of the Plan of Arrangement;
  • (ii) such Dissenting Gatling Shareholders' names shall be removed as the holders of such Gatling Shares from the register of Gatling Shares maintained by or on behalf of Gatling; and
  • (iii) such Gatling Shares shall be cancelled and returned to treasury;
• (b) each Gatling Share outstanding (other than Gatling Shares held by a Dissenting Gatling Shareholder, MAG or any Subsidiary of MAG) shall be transferred to MAG in exchange for the Share Consideration, and:
  • (i) the holders of such Gatling Shares shall cease to be the holders thereof and to have any rights as holders of such Gatling Shares, other than the right to receive the Share Consideration in respect of such Gatling Shares in accordance with the Plan of Arrangement;
  • (ii) such holders' names shall be removed as the holders of such Gatling Shares from the register of Gatling Shares maintained by or on behalf of Gatling; and
  • (iii) MAG shall be deemed to be the transferee of such Gatling Shares, free and clear of all Encumbrances, and shall be entered in the register of Gatling Shares maintained by or on behalf of Gatling as the holder of such Gatling Shares;
• (c) each Gatling Option outstanding immediately prior to the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Gatling Shares and will be exchanged for a Replacement Option to purchase from MAG such number of MAG Shares equal to (A) that number of Gatling Shares that were issuable upon exercise of such Gatling

Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded to the nearest whole number of MAG Shares, at an exercise price per MAG Share equal to the quotient determined by dividing: (X) the exercise price per Gatling Share at which such Gatling Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, conditions to and manner of exercising, shall be the same as the Gatling Option for which it was exchanged, and any certificate or option agreement previously evidencing the Gatling Option shall thereafter evidence and be deemed to evidence such Replacement Option. The term of any such Replacement Option, when issued, shall extend to the expiry date of the original Gatling Option granted, notwithstanding any termination of the holder of the Replacement Option at or after the Effective Time. Notwithstanding any of the foregoing, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Gatling Option for a Replacement Option, and accordingly, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to this last sentence of this subsection (c)) in respect of a Replacement Option exceeds the Gatling Option In-The-Money Amount in respect of the Gatling Option for which it is exchanged, then the exercise price per MAG Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount (for greater certainty, after taking into account this last sentence of this subsection (c)) in respect of the Replacement Option does not exceed the Gatling Option In-The-Money Amount in respect of such Gatling Option. It is further intended that each Gatling Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and this subsection (c) will be construed consistently with such intent;

• (d) the Stock Option Plan shall be terminated; and
• (e) the exchanges and cancellations provided for in Section 3.1 of the Plan of Arrangement will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

If completed, the Arrangement will result in the issuance, at the Effective Time, of 0.0170627 of a MAG Share for each Gatling Share held by Former Gatling Shareholders (excluding Dissenting Gatling Shareholders and MAG and its affiliates) at the Effective Time. Following completion of the Arrangement, Former Gatling Shareholders (other than Dissenting Gatling Shareholders and MAG and its affiliates) are anticipated to own approximately 0.79% of the issued and outstanding MAG Shares, and existing MAG Shareholders are anticipated to own approximately 99.21% of the issued and outstanding MAG Shares, in each case based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.

The respective obligations of Gatling and MAG to complete the transactions contemplated by the Arrangement are subject to a number of conditions which must be satisfied or waived in order for the Arrangement to become effective. Upon all of the conditions being satisfied or waived, Gatling is required to file a copy of the Final Order and the Notice of Articles with the Registrar in order to give effect to the Arrangement.

For full particulars in respect of all of the events which will occur pursuant to the Plan of Arrangement, see the full text of the Plan of Arrangement which is attached as Appendix D to this Circular.

Bridge Loan

As at December 31, 2021, Gatling had cash on hand of approximately $8,000 and accounts payable of $2.1 million and additional equity financings or royalty sales to raise additional funds would be overly dilutive to Gatling Shareholders. Due to Gatling's negative working capital position and challenges in obtaining financing, MAG agreed under the Arrangement Agreement to make available the Bridge Loan in the principal amount of $3,000,000 (the "Principal Amount") in order to fund certain of Gatling's operating expenses until the anticipated closing of the Arrangement. On March 28, 2022, Gatling requested to draw the Bridge Loan and MAG funded the Bridge Loan. The Bridge Loan is evidenced by a promissory note (the "Promissory Note") issued pursuant to the terms of a loan agreement and is secured by substantially all of Gatling's real and personal property, pursuant to certain security agreements between MAG and Gatling.

The Principal Amount shall be due and payable by Gatling on the dates (each, a "Bridge Loan Maturity Date") and upon the occurrence of certain events set forth below:

• (a) if the Arrangement Agreement is terminated pursuant to the terms thereof, on demand; or
• (b) following the Effective Date of the Arrangement, on demand.

The Bridge Loan bears interest on the Principal Amount at a rate of 12% per annum simple interest calculated and payable in arrears on the basis of a year of 360 days from the date of its issuance until the Bridge Loan Maturity Date. The Bridge Loan, including the Principal Amount and accrued but unpaid interest, is convertible, at the option of MAG, into Gatling Shares at a price per share equal to the lower of: (i) the five-day VWAP of the Gatling Shares on the TSXV for the five trading days immediately preceding the date of such payment; and (ii) the five-day VWAP of the Gatling Shares on the TSXV for the five trading days immediately preceding the issuance date of the Promissory Note, subject to adjustment as set forth in the Promissory Note. However, if such conversion would result in MAG holding more than 19.9% of the issued and outstanding shares of Gatling on a non-diluted basis, MAG shall be issued that number of Gatling Shares equal to 19.9% of the issued and outstanding Gatling Shares and any remaining portion of the outstanding Principal Amount and accrued but unpaid interest not so converted into Gatling Shares shall be payable in cash within two business days of such conversion.

Gatling shall use the proceeds of the Bridge Loan solely to finance its operating expenses, with all such expenses subject to the prior approval of MAG.

MAG Voting Agreements

The following summarizes material provisions of the MAG Voting Agreements. This summary may not contain all information about the MAG Voting Agreements that is important to Gatling Shareholders. The rights and obligations of the parties thereto are governed by the express terms and conditions of the MAG Voting Agreements and not by this summary or any other information contained in this Circular. Gatling Securityholders are urged to read the form of MAG Voting Agreement carefully in their entirety, as well as this Circular, before making any decisions regarding the Arrangement. This summary is qualified in its entirety by reference to the form of Voting Agreement, which have been filed by Gatling on its SEDAR profile at www.sedar.com.

Pursuant to the Arrangement Agreement, Gatling agreed to deliver the MAG Voting Agreements from certain Gatling Shareholders. On March 10, 2022, each of Jason Billan, Navjit Dhaliwal, Richard Boulay, Carrie Cesarone, Peter Damouni, Joseph Meagher and Sprott Asset Management LP (collectively, the "Supporting Gatling Shareholders") entered into a MAG Voting Agreement with MAG. As at the close of business on April 8, 2022, the Supporting Gatling Shareholders collectively owned, directly or indirectly, or exercised control or direction over, an aggregate of 6,895,514 Gatling Shares, representing approximately 15.19% of the outstanding Gatling Shares on a non-diluted basis.

The MAG Voting Agreements set forth, among other things, the agreement of the Supporting Gatling Shareholders to (i) vote all of their securities entitled to vote in favour of the approval of Arrangement Resolutions and any other matter necessary for the consummation of the Arrangement, (ii) vote all of their securities entitled to vote against any Acquisition Proposal, and/or any matter that could reasonably be expected to delay, prevent, interfere with, discourage or frustrate the successful completion of the Arrangement; (iii) no later than five business days prior to the date of the Gatling Meeting, to deliver or cause to be delivered a copy of the duly executed proxy, proxies VIF or VIFs, as applicable, directing the holder of such proxy or proxies to vote in favour of the Arrangement; (iv) not solicit, initiate, encourage, entertain or otherwise knowingly facilitate any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal; (v) not enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal; (vi) not option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate, assign, gift or otherwise dispose of or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of their securities to any person or group; (vii) not grant or agree to grant any proxy, power of attorney or other right to vote their securities except for proxies or VIFs to vote, or cause to be voted, their securities in accordance with the MAG Voting Agreements.

Notwithstanding the above, pursuant to the MAG Voting Agreements, MAG has agreed and acknowledged that each of the Supporting Gatling Shareholders are bound to their respective MAG Voting Agreements solely in their capacity as a shareholder of Gatling, and not in their capacity as directors and/or officers of Gatling, and that nothing in the MAG Voting Agreements limits or restricts any Supporting Gatling Shareholders from properly fulfilling their fiduciary duties as a director or officer of Gatling.

The MAG Voting Agreements may terminate upon the earliest of: (i) mutual written agreement; (ii) the termination of the Arrangement Agreement in accordance with its terms; or (iii) at the Effective Time.

The Arrangement Agreement

The following summarizes the material provisions of the Arrangement Agreement. This summary may not contain all of the information about the Arrangement Agreement that is important to Gatling Securityholders. The rights and obligations of the Parties are governed by the express terms and conditions of the Arrangement Agreement and not by this summary or any other information contained in this Circular. This summary is qualified in its entirety by reference to the Arrangement Agreement, which is incorporated by reference herein and has been filed by Gatling on its SEDAR profile at www.sedar.com. Capitalized terms not expressly defined herein have the meanings ascribed thereto in the Arrangement Agreement.

In reviewing the Arrangement Agreement and this summary, please remember that this summary has been included to provide Gatling Securityholders with information regarding the terms of the Arrangement Agreement and is not intended to provide any other factual information about Gatling, MAG or any of their Subsidiaries or affiliates. The Arrangement Agreement contains representations and warranties and covenants by each of the Parties to the Arrangement Agreement, which are summarized below. These representations and warranties have been made solely for the benefit of the other Parties to the Arrangement Agreement and:

• x were not intended as statements of fact, but rather as a way of allocating the risk to one of the Parties if WKRVHVWDWHPHQWVSURYHWREHLQDFFXUDWH
• x have been qualified by certain confidential disclosures that were made to the other Party in connection with the negotiation of the Arrangement Agreement, which disclosures are not reflected in the Arrangement Agreement; and
• x may apply standards of materiality in a way that is different from what may be viewed as material by Gatling Securityholders or other investors or are qualified by reference to a Material Adverse Effect, or in the case of Gatling, by the Gatling Disclosure Letter.

Moreover, information concerning the subject matter of the representations and warranties in the Arrangement Agreement and described below may have changed since March 10, 2022 and subsequent developments or new information qualifying a representation or warranty may have been included in this Circular. Accordingly, the representations and warranties and other provisions of the Arrangement Agreement should not be read alone, but instead should be read together with the information provided elsewhere in this Circular and in the documents incorporated by reference into this Circular.

Representations and Warranties

The Arrangement Agreement contains representations and warranties made by Gatling to MAG which relate to, among other things, organization and qualification; authority relative to the Arrangement Agreement; required approvals; no conflict, required filings and consent; regulatory filings; compliance with Laws; authorizations; capitalization and listing; shareholder and other agreements; financial statements; undisclosed liabilities; flow-through expenditures; hedging; interests in properties and mineral rights; mineral resources; exploration information; operational matters; employment matters; absence of certain changes; litigation; Taxes; books and records; insurance; non-arm's length transactions; environmental; restrictions on business activities; material contracts; fees and expenses; cease trade orders; reporting user status; stock exchange and securities law compliance; approvals and recommendations; independent directors; expropriation; money laundering; anti-corruption; compliance with sanction legislation; intellectual property, data protection and cybersecurity; aboriginal, NGOs and community groups; competition act; U.S. securities law matters; and full disclosure.

The Arrangement Agreement also contains certain representations and warranties made by MAG to Gatling which relate to, among other things, organization and corporate capacity; authority relative to the Arrangement Agreement; no conflict, required filings and consent; insolvency; regulatory filings; compliance with Laws; capitalization and listing; Consideration Shares; financial statements; absence of certain changes; litigation; Taxes; cease trade orders; stock exchange compliance; anti-corruption; and arrangements with Gatling Shareholders

Covenants

MAG and Gatling have agreed to certain covenants that will be in force between the date of the Arrangement Agreement and the Effective Time. Set forth below is a brief summary of certain of those covenants.

Conduct of Business of Gatling

Gatling has undertaken to, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms, except as expressly permitted or required by the Arrangement Agreement or the Plan of Arrangement, as required by applicable Law, Governmental Entity, or unless MAG shall otherwise request or agree in writing, which consent will not be unreasonably withheld, conditioned or delayed, to:

• (i) conduct its business only in, and not take any action except in, the ordinary course of business consistent with past practice;

• (ii) use commercially reasonable efforts to preserve intact its present business organization, goodwill, properties, business relationships and assets in all material respects and to keep available the services of its officers and employees as a group and maintain good relations with suppliers, customers landlords, licensors, lessors, creditors, distributors and all other Persons having business relationships with Gatling;

• (iii) through such meetings with MAG as MAG may reasonably request, allow MAG to monitor, and provide suggestions with respect to, any activities relating to the operations of Gatling (including any negotiations with First Nations) or any exploration of any properties, including submissions in respect of new or existing Permits. For greater certainty nothing in this subsection shall be construed as requiring Gatling to accept or take any action with respect to any such suggestions of MAG;

• (iv) provide MAG and its advisors with a reasonable opportunity to review any proposed public disclosure of exploration results or other technical information prior to such disclosure, and give reasonable consideration to any comments made by MAG and its advisors;

• (v) cooperate with MAG in relation to MAG's integration business planning, including the development of an integration plan;

• (vi) use commercially reasonable efforts to obtain voting support agreements in substantially the form of the MAG Voting Agreements, or such other form as is acceptable to MAG, acting reasonably, from the Gatling Shareholders set forth in Schedule 4.1(a)(vi) of the Gatling Disclosure Letter.

without limiting the generality of the foregoing and other than pursuant to transactions contemplated by the Arrangement and the Arrangement Agreement, Gatling has undertaken to not, directly or indirectly, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms:

• (i) amend or propose to amend its notice of articles, articles or other constating documents;

• (ii) issue, sell, grant, award, pledge, dispose of or otherwise encumber or agree to issue, sell, grant, award, pledge, dispose of or otherwise encumber any Gatling Shares or other equity or voting interests or any options, share appreciation rights, warrants, calls, conversion or exchange privileges or rights of any kind to acquire (whether on exchange, exercise, conversion or otherwise) any Gatling Shares or other equity or voting interests or other securities (including, for greater certainty, Gatling Options or any other equity based awards), other than as set out in Schedule 4.1(b)(ii) of the Gatling Disclosure Schedule and pursuant to the exercise, conversion or vesting of Gatling Options or Gatling Warrants outstanding on the date hereof;

• (iii) split, combine or reclassify any outstanding Gatling Shares or otherwise create a new class of securities of Gatling;

• (iv) declare, set aside or pay any dividend or other distribution or payment in respect of any of the shares of Gatling;

• (v) redeem, purchase or offer to purchase, any Gatling Shares or, other than pursuant to the Gatling Stock Option Plan, any options or obligations or rights under existing contracts, agreements and commitments;

• (vi) amend the terms of any securities of Gatling;

• (vii) create any Subsidiary;

• (viii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of Gatling;

• (ix) reorganize, amalgamate or merge Gatling with any other person;

• (x) sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer or agree to sell, pledge, lease, dispose of, mortgage, licence, encumber or otherwise transfer any tangible or intangible assets of Gatling or any interest in any tangible assets of Gatling, including for these purposes any Gatling Mineral Rights or mineral product from Gatling Mineral Rights;

• (xi) acquire (by merger, consolidation, acquisition of shares or assets or otherwise) or agree to acquire, directly or indirectly, in one transaction or in a series of related transactions, any person, assets, securities, properties, interests or businesses or any division thereof or make any investment or agree to make any investment, directly or indirectly, in one transaction or in a series of related transactions, either by purchase of shares or securities, contributions of capital, property transfer or purchase of any property or assets of any other person;

• (xii) enter into new commitments of a capital expenditure nature or incur any new contingent liabilities other than (A) ordinary course expenditures; (B) expenditures required by Law; and (C) expenditures made in connection with transactions contemplated in the Arrangement Agreement;

• (xiii) other than in the ordinary course of business and upon reasonable notice to MAG, enter into, renew or modify in any respect any Material Contract, agreement, lease, commitment or arrangement to which Gatling is a Party or by which any of them is bound, except insofar as may be necessary to permit or provide for the completion of the Arrangement;

• (xiv) make any changes in financial accounting methods, principles, policies or practices, except as required, in each case, by IFRS;

• (xv) reduce the stated capital of Gatling Shares;

• (xvi) other than in connection with the Bridge Loan, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities, or guarantee, endorse or otherwise become responsible for, the obligations of any other person or make any loans or advances;

• (xvii) pay, discharge, settle, satisfy, compromise, waive, assign or release any claims, rights, liabilities or obligations including any litigation, proceeding or investigation (x) by any Governmental Entity; or (y) the settlement of which would result in any relief, other than the payment by Gatling of an amount in cash, including debarment, corporate integrity agreements, any undertaking restricting the operations of Gatling's business or the granting of licenses, deferred prosecution agreements, consent decrees, plea agreements or mandatory or permissive exclusion, seizure or detention of product, or notification, repair or replacement;

• (xviii) enter into any agreement that, if entered into prior to the date hereof, would have been a Material Contract, or modify, amend in any material respect, transfer or terminate any Material Contract, or waive, release, or assign any material rights or claims thereto or thereunder;

• (xix) commence any litigation or proceeding other than in connection with the collection of accounts or the enforcement of any rights under the Arrangement Agreement or any other agreements with MAG;

• (xx) enter into or terminate any material interest rate, currency, equity or commodity derivatives, such as swaps, hedges, options, forward sales contracts or other financial instruments or like transaction, other than in the ordinary course of business consistent with past practice;

• (xxi) except as required by the terms of Gatling Benefit Plans or any written employment contracts in effect on the date of the Arrangement Agreement and listed in the Gatling Disclosure Letter, (A) grant, accelerate, or increase any severance, change of control or termination pay to (or amend any existing arrangement relating to the foregoing with) any director, officer, employee or individual consultant of Gatling; (B) grant, accelerate, or increase any payment, award (equity or otherwise) or other benefits payable to, or for the benefit of, any director, officer, employee or individual consultant of Gatling, except in the ordinary course of business consistent with past practice; (C) increase the coverage, contributions, funding requirements or benefits available under any Gatling Benefit Plan or adopt, establish or create any new plan which would be considered to be a Gatling Benefit Plan once created; (D) increase compensation (in any form), bonus levels or other benefits payable to any director, officer, employee or consultant of Gatling or grant any general increase in the rate of wages, salaries, bonuses or other remuneration, including under any Gatling Benefit Plan; (E) make any material determination under any Gatling Benefit Plan that is not in the ordinary course of business consistent with past practice,

other than determinations in furtherance of acceleration, vesting or similar determinations in connection with the transactions described herein; or (F) take or propose any action to effect any of the foregoing; provided that nothing in the Arrangement Agreement shall be deemed to (X) guarantee employment for any period of time for, or preclude the ability of MAG to terminate the employment of, any employee of Gatling after the Effective Time, (Y) require MAG to continue any benefit plan or to prevent the amendment, modification or termination thereof after the Effective Date or will prohibit MAG from amending or terminating any benefit plan or arrangement covering any continuing employee on or after the Effective Date, or (Z) constitute an amendment to any benefit plan;

• (xxii) except as set forth by Section 5.3(h) in the Arrangement Agreement, negotiate, enter into, extend, amend or terminate any employment, severance, consulting, termination or other similar agreement with any of its officers, directors, employees, agents or consultants, any collective bargaining agreement or any Gatling Benefit Plan, in each case, other than severance agreements entered into in connection with terminating employees in the ordinary course of business consistent with past practice;
• (xxiii) make or forgive any loans or advances to any of its officers, directors, employees, agents or consultants other than making loans pursuant to the terms of Gatling Benefit Plan as in effect on the date hereof or change its existing borrowing or lending arrangements for or on behalf of any of such persons pursuant to an employee benefit plan or otherwise;
• (xxiv) except as required under the terms of the Gatling Benefit Plan or any written employment contracts in effect at the date of the Arrangement Agreement or except in the ordinary course of business consistent with past practice make any bonus or profit sharing distribution or similar payment of any kind;
• (xxv) waive, release or condition any material non-compete, non-solicit, nondisclosure, confidentiality or other restrictive covenant owed to Gatling;
• (xxvi) hire any person that is within the senior leadership team at site or any executive within the corporate senior leadership team;
• (xxvii) take any action or fail to take any action that would result in the termination, variance or relinquishment of any Gatling Mineral Rights;
• (xxviii) take any action or fail to take any action which action or failure to act would reasonably be expected to cause any Governmental Entities to institute proceedings for the suspension of, or the revocation or limitation of rights under, any material Permits necessary to conduct its businesses as now conducted, and use its commercially reasonable efforts to maintain such Permits;
• (xxix) take any action inconsistent with past practice relating to the filing of any Tax Return or the withholding, collecting, remitting and payment of any Tax;
• (xxx) amend any Tax Return or change any of its methods of reporting income, deductions or accounting for income Tax purposes;
• (xxxi) make or revoke any material election relating to Taxes;
• (xxxii) enter into any Tax sharing, Tax allocation, Tax related waiver or Tax indemnification agreement;
• (xxxiii) settle (or offer to settle) any material Tax claim, audit, proceeding or re-assessment; or

(xxxiv) take any action or fail to take any action that would result in a default under the terms of the Bridge Loan Documents.

Gatling has further undertaken to not authorize, agree to, propose, enter into or modify any contract, agreement, commitment or arrangement, to do any of the matters prohibited by the aforementioned subsections or resolve to do so.

Insurance Covenants

Gatling will use all commercially reasonable efforts to cause its current material insurance (or re-insurance) policies maintained by Gatling not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and reinsurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for are in full force and effect; provided that, subject to Section 4.4 of the Arrangement Agreement, Gatling will not obtain or renew any insurance (or re-insurance) policy for a term exceeding 12 months.

Prior to the Effective Date, Gatling will purchase customary run-off insurance of directors' and officers' liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by Gatling that are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Date and MAG will, or will cause Gatling to maintain such run-off policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that in such case, MAG will not be required to pay any amounts in respect of such coverage prior to the Effective Time, provided however, that in no event shall Gatling pay aggregate premiums for such "run-off" insurance policies in excess of 350% of the aggregate annual premium for directors' and officers' liability policies currently maintained by Gatling, unless otherwise approved by MAG.

MAG has covenanted and agreed that all rights to indemnification or exculpation in favour of the directors and officers of Gatling provided in the current articles or by-laws of Gatling, as applicable, or in any agreement, and any directors' and officers' insurance now existing in favour of the directors or officers of Gatling or any Subsidiary, shall survive the completion of the Arrangement (or be replaced with substantially equivalent coverage from another provider) and shall continue in full force and effect (either directly or via run-off insurance or insurance provided by an alternative provider) for a period of not less than six years from the Effective Date, and MAG undertakes to ensure that this covenant shall remain binding upon its successors and assigns.

Gatling will act as agent and trustee of the benefits of the foregoing for its directors and officers for the purpose of the indemnification and insurance covenant and this covenant shall survive the execution and delivery of the Arrangement Agreement and the completion of the Arrangement and shall be enforceable against MAG by the persons described in Subsection 4.4(b) of the Arrangement Agreement.

Tax Covenants

Gatling is required to prepare, or shall cause to be prepared, and shall file prior to the Effective Date all sales and use Tax Returns of Gatling that are required to be filed on or before the Effective Date or that have not been timely filed when due, and shall remit all sales and use Taxes that are required to be paid in respect of such Tax Returns. Gatling has undertaken to keep MAG reasonably informed, on a current basis, of any events, discussions, notices or changes with respect to any Tax investigation (other than ordinary course communications which could not reasonably be expected to be material to Gatling).

Conduct of Business of MAG

MAG has undertaken to, during the period from the date of the Arrangement Agreement until the earlier of the Effective Date and the time that the Arrangement Agreement is terminated in accordance with its terms, except as expressly permitted or required by the Arrangement Agreement or the Plan of Arrangement, as required by applicable Law, Governmental Entity, or unless Gatling shall otherwise request or agree in writing, such consent not to be unreasonably withheld, conditioned or delayed:

• (a) MAG shall and shall cause each of MAG's Subsidiaries to use commercially reasonable efforts to preserve intact its and their present business organization, goodwill, business relationships and assets in all material respects and to keep available the services of its and their officers and employees as a group;
• (b) other than pursuant to transactions contemplated by the Arrangement and the Arrangement Agreement or as otherwise permitted by the Arrangement Agreement, MAG shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, during the period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms:
  • (i) split, combine or reclassify any outstanding MAG Shares or otherwise create a new class of MAG shares that would be adverse to MAG Shareholders;
  • (ii) adopt or propose a plan of liquidation or resolutions providing for the liquidation or dissolution of MAG;
  • (iii) reduce the stated capital of MAG Shares;
  • (iv) materially change the business carried on by MAG and MAG Subsidiaries, taken as a whole;
• (c) MAG shall not authorize, agree to, propose, enter into or modify any contract, agreement, commitment or arrangement to do any of the matters prohibited by the other subsections of Section 4.2 of the Arrangement Agreement or resolve to do so; and
• (d) Subject to receipt by MAG of any approvals required by the TSX in connection therewith, MAG will issue such number of MAG Shares as may be required in order for Gatling to satisfy its obligations in connection with the Change of Control Agreements

Mutual Covenants

Each of the Parties has covenanted and agreed that, subject to the terms and conditions of the Arrangement Agreement, during that period from the date of the Arrangement Agreement until the earlier of the Effective Time and the time that the Arrangement Agreement is terminated in accordance with its terms:

(a) it shall use its commercially reasonable efforts to, and shall cause its Subsidiaries to use all commercially reasonable efforts to, satisfy (or cause the satisfaction of) the conditions precedent to its obligations under the Arrangement Agreement as set forth in Article 5 of the Arrangement Agreement to the extent 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 Arrangement, including using its commercially reasonable efforts to promptly: (i) obtain all necessary waivers, consents and approvals required to be obtained by it or any of its Subsidiaries from parties to Material Contracts; (ii) obtain all necessary and material authorizations as are required to be obtained by it or any of its Subsidiaries under applicable Laws; (iii) fulfill all conditions and satisfy all provisions of the Arrangement Agreement and the Arrangement required to be satisfied by it, including, if applicable, delivery of the certificates of their respective officers contemplated by Sections 5.3(a), 5.3(b), 5.3(c), 5.4(a), 5.4(b) and 5.4(c) of the Arrangement Agreement; and (iv) cooperate with the other Parties in connection with the performance by it and its Subsidiaries of their obligations under the Arrangement Agreement;

• (b) it shall not take any action, shall refrain from taking any action, and shall not permit any action to be taken or not taken, which is inconsistent with the Arrangement Agreement or which would reasonably be expected to, individually or in the aggregate, materially impede or materially delay the consummation of the Arrangement or the other transactions contemplated in the Arrangement Agreement;
• (c) it shall use commercially reasonable efforts to: (A) defend all lawsuits or other legal, regulatory or other proceedings against itself or any of its Subsidiaries challenging or affecting the Arrangement Agreement or the consummation of the transactions contemplated by the Arrangement Agreement; (B) appeal, overturn or have lifted or rescinded any injunction or restraining order or other order, including orders, relating to itself or any of its Subsidiaries which may materially adversely affect the ability of the Parties to consummate the Arrangement; and (C) appeal or overturn or otherwise have lifted or rendered non-applicable in respect of the Arrangement, any Law that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Gatling or MAG from consummating the Arrangement; and
• (d) it shall carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on it or its Subsidiaries or affiliates with respect to the transactions contemplated by the Arrangement Agreement.

Non-Solicitation Covenants

Except as otherwise expressly permitted in Section 6.1 of the Arrangement Agreement, Gatling will not, directly or indirectly, through any officer, director, employee, and Gatling shall direct the representatives (including any financial or other advisor) and agents of Gatling not to (collectively, the "Representatives"):

• (i) solicit, initiate, encourage, entertain or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any confidential information, properties, facilities, books or records of Gatling) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to an Acquisition Proposal;
• (ii) enter into, engage in, continue or otherwise participate in any discussions or negotiations with any person (other than MAG and its Subsidiaries or affiliates) in respect of any inquiry, proposal or offer that constitutes or may reasonably be expected to lead to an Acquisition Proposal, provided that Gatling may (A) advise any person of the restrictions of the Arrangement Agreement, (B) clarify the terms of any proposal in order to determine if it may reasonably be expected to result in a Superior Proposal and (C) advise any person making an Acquisition Proposal that the Gatling Board has determined that such Acquisition Proposal does not constitute, or is not reasonably expected to result in, a Superior Proposal; in each case, if, in so doing, no other information that is prohibited from being communicated under the Arrangement Agreement is communicated to such person;
• (iii) make any Change in Recommendation; or
• (iv) accept or enter into, or publicly propose to accept or enter into, any letter of intent, agreement in principle, agreement, arrangement or undertaking relating to any Acquisition Proposal (other than a confidentiality agreement permitted pursuant to Section 6.1(e) of the Arrangement Agreement.

Gatling has agreed to, and to direct its Representatives to, immediately cease any existing solicitation, encouragement, discussions, negotiations or other activities commenced prior to the date of the Arrangement Agreement with any person (other than MAG and its Subsidiaries or affiliates) conducted by Gatling or Representatives with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and, in connection therewith, Gatling will:

• (i) immediately discontinue access to and disclosure of its confidential information (and not allow access to or disclosure of any such confidential information, or any data room, virtual or otherwise) in connection with a possible Acquisition Proposal; and
• (ii) as soon as possible request (and in any case within two (2) business days) and use commercially reasonable efforts to exercise all rights it has to require the return or destruction of all confidential information (including derivative information) regarding Gatling previously provided to any person (other than MAG) since January 2021 in connection with a possible Acquisition Proposal to the extent such information has not already been returned or destroyed and provided Gatling has the right to request such return or destruction pursuant to a confidentiality agreement that is in force and effect, and shall use its commercially reasonable efforts to ensure that such requests are fully complied with to the extent Gatling is entitled.

Gatling has covenanted and agreed that it will take all necessary action to enforce each standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Gatling is a party; and neither Gatling nor any of its Representatives have released or will, without the prior written consent of MAG, release any person from, or waive, amend, suspend or otherwise modify such person's obligations respecting Gatling, under any standstill, confidentiality, non-disclosure, business purpose, use or similar agreement or restriction to which Gatling is a party (it being acknowledged by MAG that the automatic termination or automatic release, in each case pursuant to the terms thereof, of any standstill restrictions of any such agreements as a result of the entering into an announcement of the Arrangement Agreement shall not be a violation of Section 6.1(c) of the Arrangement Agreement).

In the event Gatling or any of its Representatives receives:

• (i) any inquiry, proposal or offer made after the date of the Arrangement Agreement that constitutes or may reasonably be expected to lead to an Acquisition Proposal; or
• (ii) any request for copies of, access to, or disclosure of, confidential information relating to Gatling in connection with any proposal that constitutes or may reasonably be expected to lead to an Acquisition Proposal, including information, access or disclosure relating to the properties, facilities, books or records of Gatling, in each case made after the date of the Arrangement Agreement;

then, Gatling agrees to promptly and orally notify MAG, and then in writing within 24 hours, of such Acquisition Proposal, inquiry, proposal, offer or request (irrespective of whether the Acquisition Proposal, inquiry, proposal, offer or request is conditional upon Gatling not disclosing the receipt, or contents of the Acquisition Proposal, inquiry, proposal or request to any person), including the identity of the person making such Acquisition Proposal, inquiry, proposal, offer or request and the material terms and conditions thereof and provide copies of all written documents, substantive correspondence or other material documentation received in respect of, from or on behalf of any such person. Gatling shall keep MAG fully informed on a current basis of the status of material developments and (to the extent permitted by Section 6.1(e) of the Arrangement Agreement material discussions and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any material changes, modifications or other amendments thereto.

If at any time following the date of the Arrangement Agreement and prior to Gatling Arrangement Approval having been obtained, Gatling receives a request for material non-public information, or to enter into discussions, from a person that proposes to Gatling an unsolicited bona fide written Acquisition Proposal, Gatling may engage in or participate in discussions or negotiations with such person regarding such Acquisition Proposal, and may provide copies of, access to or disclosure of information, properties, facilities, books or records of Gatling, if and only if:

(i) the Gatling Board determines, in good faith after consultation with its outside financial and legal advisors, that such Acquisition Proposal constitutes or may reasonably be expected to lead to a Superior Proposal;

• (ii) such person is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction with Gatling;
• (iii) Gatling has been, and continues to be, in compliance with its obligations under Section 6.1 of the Arrangement Agreement in all material respects; and
• (iv) prior to providing any such copies, access or disclosures, Gatling enters into a confidentiality and standstill agreement with such person, or confirms it has previously entered into such an agreement which remains in effect, in either case on terms not materially less stringent than any confidentiality agreement with MAG and which does not contain a restriction on the ability of Gatling to disclose information to MAG relating to the agreement or negotiations with such person (which confidentiality and standstill agreement shall be subject to Section 6.1(c) of the Arrangement Agreement and any such copies, access or disclosure provided to such person shall promptly (and in any event within 24 hours) be provided to MAG.

If Gatling receives an Acquisition Proposal that constitutes a Superior Proposal prior to the Gatling Arrangement Approval having been obtained, the Gatling Board may make the Change in Recommendation in response to such Superior Proposal and may enter into a definitive agreement with respect to such Acquisition Proposal, if and only if:

• (i) the person making such Superior Proposal is not restricted from making an Acquisition Proposal pursuant to an existing standstill, confidentiality, non-disclosure, business purpose, use or similar restriction with Gatling;
• (ii) Gatling has been, and continues to be, in compliance with its obligations under Section 6.1 the Arrangement Agreement in all material respects;
• (iii) Gatling or its Representatives have delivered to MAG the information required by Section 6.1(d) of the Arrangement Agreement, as well as a written notice of the determination of the Gatling Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the Gatling Board to make the Change in Recommendation (collectively, the "Superior Proposal Notice");
• (iv) Gatling or its Representatives have provided MAG with a copy of the proposed agreement to be entered into in connection with the Superior Proposal and all supporting materials;
• (v) five (5) business days (the "Response Period") shall have elapsed from the date on which MAG has received the Superior Proposal Notice and all documentation referred to in Section 6.1(g)(iii) and Section 6.1(g)(iv) of the Arrangement Agreement;
• (vi) during any Response Period, MAG has had the opportunity (but not the obligation) in accordance with Section 6.1(h) of the Arrangement Agreement to offer to amend the Arrangement Agreement and the Plan of Arrangement in order for such Acquisition Proposal to cease to be a Superior Proposal;
• (vii) after the Response Period, the Gatling Board (A) has determined in good faith, after consultation with its outside legal counsel and financial advisors, that such Acquisition Proposal continues to constitute a Superior Proposal (if applicable, compared to the terms of the Arrangement as proposed to be amended by MAG under Section 6.1(h) of the Arrangement Agreement and (B) has determined in good faith, after consultation with its outside legal counsel, that the failure by the Gatling Board to make the Change in Recommendation would be inconsistent with its fiduciary duties; and

(viii) prior to or concurrently with entering into a definitive agreement with respect to such Acquisition Proposal, it shall terminate the Arrangement Agreement pursuant to Section 6.3(a)(iv)(B) thereof and pay the Termination Payment in accordance with Section 6.4(d)(iii) thereof.

During the Response Period, or such longer period as Gatling may approve in writing for such purpose:

• (i) the Gatling Board shall review any offer made by MAG under Section 6.1(g)(vi) of the Arrangement Agreement to amend the terms of thereof and the Plan of Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal; and
• (ii) If the Gatling Board determines that such Acquisition Proposal would cease to be a Superior Proposal, Gatling shall promptly so advise MAG, and Gatling and MAG shall negotiate in good faith to amend the Arrangement Agreement to reflect such offer made by MAG, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

Each successive amendment or modification to any Acquisition Proposal or agreement proposed to be entered into in connection with the Superior Proposal that results in an increase in, or modification of, the consideration (or value of such consideration) to be received by the Gatling Shareholders or other material terms or conditions thereof shall constitute a new Acquisition Proposal for the purposes of Section 6.1 of the Arrangement Agreement, and MAG shall be afforded a new five (5) business day Response Period from the date on which MAG has received the notice and all documentation referred to in Section 6.1(g)(iii) and Section 6.1(g)(iv) of the Arrangement Agreement with respect to the new Superior Proposal from Gatling.

Upon written request by MAG, the Gatling Board shall promptly reaffirm the Gatling Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the Gatling Board determines that a proposed amendment to the terms of the Arrangement Agreement as contemplated under Section 6.1(h) of the Arrangement Agreement would result in an Acquisition Proposal no longer being a Superior Proposal. Gatling shall provide MAG and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release as requested by MAG and its counsel.

In circumstances where Gatling provides MAG with notice of a Superior Proposal and all documentation contemplated by Section 6.1(g)(iii) and Section 6.1(g)(iv) of the Arrangement Agreement on a date that is less than ten (10) business days prior to the scheduled date of the Gatling Meeting, Gatling may either proceed with or postpone the Gatling Meeting to a date that is not more than ten (10) business days after the scheduled date of such Gatling Meeting, and shall postpone the Gatling Meeting to such date that is not more than ten (10) business days after the scheduled date of such Gatling Meeting if so directed by MAG.

Conditions Precedent

Mutual Conditions

The obligations of MAG and Gatling to complete the Arrangement are subject to the satisfaction of, among others, the following mutual conditions, which may be waived only with the consent of each of the Parties:

• (a) The Interim Order and the Final Order will have been granted on terms acceptable to the Parties, each acting reasonably, and shall not have been set aside or modified in a manner unacceptable to the Parties, each acting reasonably;

• (b) The Gatling Securityholders and the Gatling Shareholders will have each approved the Gatling Arrangement Resolutions in accordance with the Interim Order and approved or consented to such other matters as MAG or Gatling shall consider necessary or desirable in connection with the Arrangement in the manner required thereby;

• (c) All consents, waivers, permits, exemptions, order and approvals of, and any registrations and filings with, any Governmental Entity; and all third person and other consents, waivers, permits, exemptions, orders and approvals, will have been obtained or received on terms that are reasonably satisfactory to each Party;

• (d) There will have been no action taken, pending or threatened under any applicable Law or by any Governmental Entity which makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Arrangement, or results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Arrangement;

• (e) Under the Plan of Arrangement (i) the issuance of the MAG Shares as Share Consideration to Gatling Securityholders in exchange for Gatling Shares will qualify in the United States for the Section 3(a)(10) Exemption and for exemptions under applicable state securities Laws, and (ii) the Final Order will serve as a basis of a claim to the Section 3(a)(10) Exemption; and

• (f) the Arrangement Agreement shall not have been terminated in accordance with its terms.

Conditions to the Obligations of Gatling

The obligation of Gatling to complete the Arrangement shall be subject to the satisfaction of, among others, the following conditions, any of which may be waived by Gatling:

• (a) All covenants of MAG under the Arrangement to be performed or complied with on or before the Effective Time which have not been waived by Gatling will have been duly performed or complied with by MAG in all material respects, and Gatling will have received a certificate of MAG, addressed to Gatling and dated the Effective Date, signed on behalf of MAG by two senior officers of MAG (on MAG's behalf and without personal liability), confirming the same as of the Effective Date;
• (b) The representations and warranties made by MAG in the Arrangement Agreement shall be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties made by MAG as of a specified date, in which event such representations and warranties shall be true and correct as of such specified date), and Gatling will have received a certificate of MAG, addressed to Gatling and dated the Effective Date, signed on behalf of MAG by two senior officers of MAG (on MAG's behalf and without personal liability), confirming the same as of the Effective Date;
• (c) There will not have been any event or change that has had or would be reasonably likely to have a Material Adverse Effect on MAG, and Gatling will have received a certificate of MAG, addressed to Gatling and dated the Effective Date, signed on behalf of MAG by two senior officers of MAG (on MAG's behalf and without personal liability), confirming the same as of the Effective Date; and
• (d) The MAG Shares to be issued to Gatling Securityholders in connection with the Arrangement will have been approved for listing on the TSX and the NYSE American, subject only to satisfaction of the customary listing conditions of the TSX and the NYSE American.

Conditions to the Obligations of MAG

The obligations of MAG to complete the Arrangement shall be subject to the satisfaction of, among others, the following conditions, any of which may be waived by MAG:

(a) All covenants of Gatling under the Arrangement Agreement to be performed or complied with on or before the Effective Time which have not been waived by MAG will have been duly performed or complied with by Gatling in all material respects, and MAG will have received a certificate of Gatling, addressed to MAG and dated the Effective Date, signed on behalf of Gatling by two senior officers of Gatling (on Gatling's behalf and without personal liability), confirming the same as of the Effective Date;

• (b) The representations and warranties made by Gatling in the Arrangement Agreement will be true and correct in all material respects as of the Effective Date as if made on and as of such date (except to the extent that such representations and warranties made by Gatling as of a specified date, in which event such representations and warranties shall be true and correct as of such specified date), and MAG will have received a certificate of Gatling, addressed to MAG and dated the Effective Date, signed on behalf of Gatling by two senior officers of Gatling (on Gatling's behalf and without personal liability), confirming the same as of the Effective Date;
• (c) There will not have been any event or change that has had or would be reasonably likely to have a Material Adverse Effect on Gatling, and MAG will have received a certificate of Gatling, addressed to MAG and dated the Effective Date, signed on behalf of Gatling by two senior officers of Gatling (on Gatling's behalf and without personal liability), confirming the same as of the Effective Date;
• (d) Gatling will have obtained and delivered to MAG written resignations and releases to be effective as of the Effective Date from the directors of Gatling as may be requested by, and in form and substance satisfactory to, MAG, acting reasonably;
• (e) Holders of no more than 5% of the outstanding Gatling Shares shall have exercised Dissent Rights;
• (f) The Key Employees shall have executed and delivered to MAG the Key Employee Agreement;
• (g) Gatling will not have been in default under the terms of the Bridge Loan or the Bridge Loan Documents;
• (h) Gatling will have entered into amendment agreements with certain officers of Gatling substantially in the form set out in the Gatling Disclosure Letter (the "Change of Control Agreements"); and
• (i) Gatling will have received the required acceptance of the TSXV to the transactions contemplated by the Arrangement Agreement.

Termination

The Arrangement Agreement may be terminated prior to the Effective Time in certain circumstances, including:

• (a) by mutual written agreement of MAG and Gatling;
• (b) by either MAG and Gatling, if
  • (i) the Effective Time does not occur on or before the Outside Date, except that the right to terminate the Arrangement Agreement under this subsection is not available to any Party whose failure to fulfil any of its covenants or agreements or breach of any of its representations and warranties under the Arrangement Agreement has been the cause of, or resulted in, the failure of the Effective Time to occur by such Outside Date;
  • (ii) after the date of the Arrangement Agreement, there is enacted or made any applicable Law or order that makes consummation of the Arrangement illegal or otherwise prohibits or enjoins Gatling or MAG from consummating the Arrangement and such Law, order or enjoinment shall have become final and non-appealable; provided that the Party seeking

to terminate the Arrangement Agreement under this subsection has complied with Section 4.3(c) of the Arrangement Agreement in all material respects; or

• (iii) the Gatling Meeting is duly convened and held and the Gatling Arrangement Approval is not obtained as required by the Interim Order; provided that a Party may not terminate the Arrangement Agreement pursuant to this subsection if the failure to obtain the Gatling Arrangement Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under the Arrangement Agreement;

• (c) by MAG, if

  • (i) prior to the Effective Time: (1) the Gatling Board or any committee thereof: (i) fails to unanimously recommend or withdraws, amends, modifies or qualifies, in a manner adverse to MAG or states an intention to so withdraw, amend, modify or qualify the Gatling Board Recommendation, (ii) accepts, approves, endorses or recommends, or publicly proposes to accept, approve, endorse or recommend an Acquisition Proposal or takes no position or a neutral position with respect to an Acquisition Proposal for more than five (5) business days (or beyond the third (3rd) business day prior to the date of the Gatling Meeting, if sooner), (iii) accepts or enters into or publicly announces that it proposes to accept or enter into any agreement, understanding or arrangement in respect of an Acquisition Proposal (other than a confidentiality agreement permitted by and in accordance with Section 6.1(e) of the Arrangement Agreement), or (iv) fails to publicly reaffirm (without qualification) the Gatling Board Recommendation within five (5) business days after having been requested in writing by MAG to do so (or in the event the Gatling Meeting is scheduled to occur within such five (5) business day period, prior to the third (3rd) business day prior to the Gatling Meeting) or (2) the Gatling Board has resolved or proposed to take any of the foregoing actions (each of the foregoing described in clauses (1) or (2), a "Change in Recommendation"); or
  • (ii) Gatling has willfully breached Section 6.1 the Arrangement Agreement in any material respect; or
  • (iii) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of Gatling set forth in the Arrangement Agreement has occurred that would cause the conditions set forth in Section 5.3(a) or Section 5.3(b) of the Arrangement Agreement not to be satisfied, and such breach is not cured in accordance with the terms of Section 6.3(b) thereof; provided that MAG is not then in breach of the Arrangement Agreement so as to cause any condition in Section 5.3(a) or Section 5.3(b) of the Arrangement Agreement not to be satisfied; or
  • (iv) there has occurred a Material Adverse Effect on Gatling which is incapable of being cured on or prior to the Outside Date; and

• (d) by Gatling, if

  • (i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of MAG set forth in the Arrangement Agreement has occurred that would cause the conditions set forth in Section 5.4(a) or Section 5.4(b) of the Arrangement Agreement not to be satisfied, and such breach is not cured in accordance with the terms of Section 6.3(b) thereof; provided that Gatling is not then in breach of the Arrangement Agreement so as to cause any condition in Section 5.4(a) or Section 5.4(b) of the Arrangement Agreement not to be satisfied;

• (ii) there has occurred a Material Adverse Effect on MAG which is incapable of being cured on or prior to the Outside Date; and

• (iii) the Gatling Board authorizes Gatling to enter into a written agreement with respect to a Superior Proposal, provided that Gatling is then in compliance with Section 6.1 of the Arrangement Agreement.

Termination Payment Payable by Gatling

MAG is entitled to be paid the Termination Payment upon the occurrence of any of the following events:

• (a) the Arrangement Agreement is terminated by MAG as a result of a Change in Recommendation or as a result of Gatling willfully breaching Section 6.1 the Arrangement Agreement in any material respect;
• (b) the Arrangement Agreement is terminated by either Gatling or MAG as a result of the Gatling Arrangement Approval not being obtained following a Change in Recommendation;
• (c) the Arrangement Agreement is terminated by Gatling if there has occurred a Material Adverse Effect on MAG which is incapable of being cured on or prior to the Outside Date;
• (d) the Arrangement Agreement is terminated: (i) by either Gatling or MAG as a result of the Arrangement not being completed by the Outside Date or the failure to obtain Gatling Arrangement Approval, or (ii) by MAG as a result of Gatling's breach of its representations, warranties or covenants; but only if, in both of these termination events:
  • (i) prior to such termination, a bona fide Acquisition Proposal for Gatling shall have been made to Gatling or publicly announced by any person other than MAG (or any of its affiliates or any person acting jointly or in concert with any of the foregoing) and not withdrawn; and
  • (ii) within twelve (12) months following the date of such termination, (1) Gatling enters into a definitive agreement in respect of an Acquisition Proposal (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in subsection (i) above) and such Acquisition Proposal is later consummated (whether or not within such twelve (12) month period) or (2) an Acquisition Proposal shall have been consummated (whether or not such Acquisition Proposal is the same Acquisition Proposal referred to in subsection (i) above); provided that for purposes of hereof, the term "Acquisition Proposal" shall have the meaning ascribed to such term in the Arrangement Agreement except that a reference to "20%" therein shall be deemed to be a reference to "50%".

Amendments

The Arrangement Agreement may, at any time and from time to time before or after the holding of the Gatling Meeting be amended by mutual written agreement of the Parties hereto without, subject to applicable Law, further notice to or authorization on the part of the Gatling Securityholders, and any such amendment may, without limitation:

• (a) change the time for performance of any of the obligations or acts of the Parties;
• (b) waive any inaccuracies in or modify any representation or warranty contained in the Arrangement Agreement or in any document delivered pursuant thereto;
• (c) waive compliance with or modify any of the covenants contained in the Arrangement Agreement or waive or modify performance of any of the obligations of the Parties; or

(d) waive compliance with or modify any of the conditions contained in the Arrangement Agreement,

provided, however, that notwithstanding the foregoing: (i) following the Gatling Meeting, the Share Consideration shall not be amended without the approval of the Gatling Securityholders given in the same manner as required for the approval of the Arrangement or as may be ordered by the Court; and (ii) the Arrangement Agreement and the Plan of Arrangement may be amended in accordance with the Final Order.

Procedure for the Arrangement Becoming Effective

The Arrangement is proposed to be carried out pursuant to the provisions of Division 5 of Part 9 of the BCBCA. The following procedural steps must be taken for the Arrangement to become effective:

• (a) the Arrangement Resolutions must be approved by the Gatling Securityholders at the Gatling Meeting either in person or by proxy in the manner required by the Interim Order and applicable Laws;
• (b) the Arrangement must be approved by the Court pursuant to the Final Order;
• (c) all conditions precedent to the Arrangement set forth in the Arrangement Agreement must be satisfied or waived by the appropriate Party; and
• (d) the Final Order, Notice of Articles and related documents, in the form prescribed by the BCBCA, must be filed with the Registrar.

Approval of Gatling Securityholders Required for the Arrangement

Pursuant to the Interim Order, the number of votes required to pass the Arrangement Resolutions shall be at OHDVW L? Ҁ RI WKH YRWHV FDVW E\ *DWOLQJ 6HFXULW\KROGHUV YRWLQJ WRJHWKHU DV D VLQJOH FODVV SUHVHQW LQ SHUVRQ RU UHSUHVHQWHG E\ SUR[\ DWWKH*DWOLQJ0HHWLQJ LL? Ҁ RIWKH YRWHV FDVW E\*DWOLQJ6KDUHKROGHUV present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required. Notwithstanding the foregoing, the Arrangement Resolutions authorize the Board, without further notice to or approval of the Gatling Securityholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. If the Arrangement Resolutions are not approved by the Gatling Securityholders, the Arrangement cannot be completed. See Appendix A to this Circular for the full text of the Arrangement Resolutions. See also "Part IV — General Proxy Matters — Procedure and Votes Required".

Court Approvals

Interim Order

The Arrangement requires approval by the Court under Section 291 of the BCBCA. Prior to the mailing of this Circular, Gatling obtained the Interim Order attached as Appendix B to this Circular, authorizing and directing Gatling to call, hold and conduct the Gatling Meeting, submit the Arrangement to the Gatling Securityholders for approval, and other procedural matters, including, but not limited to: (a) the required Gatling Securityholder approval of the Arrangement Resolution; (b) the Dissent Rights for Registered Shareholders; (c) the notice requirements with respect to the Court hearing of the application for the Final Order; (d) the ability of Gatling to adjourn or postpone the Gatling Meeting from time to time in accordance with the terms of the Arrangement Agreement without the need for additional approval of the Court; and (e) the Record Date for the Gatling Securityholders entitled to notice of and to vote at the Gatling Meeting.

Final Order

The BCBCA provides that an arrangement requires Court approval. Subject to the terms of the Arrangement Agreement, and if the Arrangement Resolutions are approved by the Gatling Securityholders at the Gatling Meeting in the manner required by the Interim Order, Gatling will apply to the Court for the Final Order.

The application for the Final Order approving the Arrangement is scheduled for May 17, 2022 at 9:45 a.m. (Vancouver time) by MSTeams at the Supreme Court of British Columbia, 800 Smithe Street, Vancouver, British Columbia, or as soon thereafter as counsel may be heard, or at any other date and time and by any other method as the Court may direct. At the hearing, any Gatling Securityholder and any other interested party who wishes to participate or to be represented or to present evidence or argument may do so, subject to filing with the Court and serving upon Gatling on or before 4:00 p.m. (Vancouver time) on May 13, 2022, a Response to Petition, in the form prescribed by the Supreme Court Civil Rules, including his, her or its address for service, together with all materials on which he, she or it intends to rely at the application. The Response to Petition and supporting materials must be delivered, within the time specified, to Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5, Attention: Rebecca Sim. See Appendix C to this Circular, "Petition". In the event that the hearing is postponed, adjourned or rescheduled then, subject to further direction of the Court, only those persons having previously served a Response to Petition in compliance with the Interim Order will be given notice of the new date. Participation in the Court hearing of the application for the Final Order, including who may participate and present evidence or argument and the procedure for doing so, is subject to the terms of the Interim Order and any subsequent direction of the Court.

Each of the (i) Consideration Shares to be issued pursuant to the Arrangement to Gatling Shareholders in exchange for their Gatling Shares and (ii) Replacement Options to be issued pursuant to the Arrangement in exchange for Gatling Options have not been and will not be registered under the U.S. Securities Act or any U.S. Securities Laws, and are being issued in reliance on the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof. The issuance of the foregoing securities shall be exempt from, or not subject to, registration or qualification under U.S. state securities, or "blue sky", laws. The Court has been advised that if the terms and conditions of the Arrangement and such issuance of Consideration Shares and Replacement Options are approved by the Court, Gatling and MAG intend to rely upon the Final Order of the Court approving the Arrangement and such issuance of Consideration Shares and Replacement Options as a basis for the exemption from registration under the U.S. Securities Act of the issuance pursuant to the Arrangement of the Consideration Shares and Replacement Options. Therefore, subject to the additional requirements of Section 3(a)(10), should the Court make a Final Order approving the Arrangement and such issuance of the Consideration Shares and Replacement Options, such Consideration Shares and Replacement Options issued pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act.

The Court has broad discretion under the BCBCA when making orders with respect to the Arrangement. The Court, in hearing the application for the Final Order, will consider, among other things, the procedural and substantive fairness and the reasonableness of the Arrangement, both from a substantive and a procedural point of view. The Court may approve the Arrangement, either as proposed or as amended, in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court thinks fit. Depending upon the nature of any required amendments, Gatling and/or MAG may determine not to proceed with the Arrangement, in which case the Consideration Shares and Replacement Options will not be issued.

Stock Exchange Listing Approvals and Delisting Matters

Gatling is a reporting issuer under the Canadian Securities Laws in the provinces of British Columbia and Alberta and is a foreign private issuer under U.S. Securities Laws. The Gatling Shares are listed and trade on the TSXV under the trading symbol "GTR" and on the OTCQB in the United States under the symbol "GATGF". On March 10, 2022, the last trading day on which the Gatling Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Gatling Shares on the TSXV was C$0.27 and on the OTCQB was US$0.22. On April 8, 2022, the closing price of the Gatling Shares on the TSXV was C$0.35 and on the OTCQB was US$0.2807.

MAG is a reporting issuer under the Canadian Securities Laws in all of the provinces and territories of Canada and is a foreign private issuer under U.S. Securities Laws. The MAG Shares are listed and posted for trading on the TSX under the symbol "MAG", and on the NYSE American in the United States under the symbol "MAG". On March 10, 2022, the last trading day on which the MAG Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the MAG Shares on the TSX was C$23.60 and on the NYSE American was US$18.51. On April 8, 2022, the closing price of the MAG Shares on the TSX was C$21.37 and on the NYSE American was US$16.98.

It is a mutual condition to completion of the Arrangement that the Gatling Shares will be delisted from the TSXV and the OTCQB as promptly as possible following completion of the Arrangement. Subject to applicable Laws, MAG will, as promptly as possible following completion of the Arrangement, apply to the applicable Canadian Securities Regulators to have Gatling cease to be a reporting issuer. The TSXV has conditionally approved the Arrangement and the delisting of the Gatling Shares, subject to filing certain documents with the TSXV. For information with respect to the trading history of the Gatling Shares, see Appendix F to this Circular, "Information Concerning Gatling Exploration Inc."

It is a mutual condition to completion of the Arrangement that the TSX and the NYSE American shall have conditionally approved the listing of the Consideration Shares issuable pursuant to the Arrangement on the TSX and the NYSE American. Accordingly, MAG has agreed to obtain conditional approval of the listing of the Consideration Shares for trading on the TSX and the NYSE American, subject only to the satisfaction by MAG of customary listing conditions of the TSX and the NYSE American. The TSX has conditionally approved the listing of the MAG Shares to be issued under the Arrangement, subject to filing certain documents following the closing of the Arrangement.

Timing

If the Gatling Meeting is held as scheduled and is not adjourned and/or postponed, and the Gatling Arrangement Approval is obtained, it is expected that Gatling will apply for the Final Order approving the Arrangement on May 17, 2022. If the Final Order is obtained in a form and substance satisfactory to Gatling and MAG, and all other conditions set forth in the Arrangement Agreement are satisfied or waived by the applicable Party, Gatling expects the Effective Date to occur by late-May 2022 following the receipt of all requisite consents. However, it is not possible at this time to state with certainty when the Effective Date will occur as completion of the Arrangement may be delayed beyond this time if the conditions to completion of the Arrangement cannot be met on a timely basis. Subject to certain limitations, each Party may terminate the Arrangement Agreement if the Arrangement is not consummated by the Outside Date, which date can be extended by mutual agreement of the Parties.

The Arrangement will become effective as of the Effective Time on the Effective Date, which is expected to be the date of the filing with the Registrar of the Notice of Articles and a copy of the Final Order, together with such other materials as may be required by the Registrar.

Although Gatling's and MAG's objective is to have the Effective Date occur as soon as reasonably practicable after the Gatling Meeting, the Effective Date could be delayed, however, for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order. Gatling and/or MAG may determine not to complete the Arrangement without prior notice to or action on the part of Gatling Securityholders.

Procedure for Exchange of Gatling Shares

In order to receive the Consideration, Registered Shareholders must deposit with the Depositary (at the address specified on the last page of the Letter of Transmittal) the validly completed and duly signed Letter of Transmittal together with the certificate(s) representing the Registered Shareholder's Gatling Shares and such other documents and instruments as the Depositary may reasonably require and such other documents and instruments as would have been required to effect such transfer under the BCBCA, the Securities Transfer Act (British Columbia) and the articles of Gatling. Registered Shareholders who do not have their Gatling Share certificates should refer to "Part I — The Arrangement — Lost Certificates".

Gatling currently anticipates that the Arrangement will be completed by late-May 2022. Registered Shareholders will have received a Letter of Transmittal with this Circular. The Letter of Transmittal will also be available under Gatling's profile on SEDAR at www.sedar.com. Additional copies of the Letter of Transmittal will also be available by contacting Jason Billan, President and Chief Executive Officer of Gatling Exploration Inc. at 200 Burrard Street, Suite 1680, Vancouver, BC V6C 3L6 or by email at ir@gatlingexploration.com.

The exchange of Gatling Shares for MAG Shares in respect of any Non-Registered Shareholder is expected to be made with the Non-Registered Shareholder's Intermediary account through the procedures in place for such purposes between CDS or DTC and such Intermediary. Non-Registered Shareholders should contact their Intermediary if they have any questions regarding this process and to arrange for their Intermediary to complete the necessary steps to ensure that they receive the MAG Shares in respect of their Gatling Shares.

The use of mail to transmit certificates representing Gatling Shares and the Letter of Transmittal will be at the risk of Registered Shareholders. Gatling recommends that such certificates and documents be delivered by hand to the Depositary and a receipt therefor be obtained or that registered mail with return receipt requested, properly insured, be used.

The instructions for exchanging Gatling Shares and depositing such Gatling Shares with the Depositary are set out in the Letter of Transmittal. Except as otherwise provided in the instructions in the Letter of Transmittal, all signatures on (i) the Letter of Transmittal, and (ii) certificates representing Gatling Shares, must be guaranteed by an Eligible Institution.

To prevent a delay in receiving the Consideration, Registered Shareholders should consider re-registering their Gatling Shares with an Intermediary prior to the Effective Date.

No dividend or other distribution declared or made after the Effective Time with respect to MAG Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Gatling Shares unless and until the holder of such certificate shall have complied with the provisions of the Plan of Arrangement. Subject to applicable law and to any withholding rights as set out in the Plan of Arrangement, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the MAG Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such MAG Shares.

If any Former Gatling Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary as required by the Plan of Arrangement in order for such Former Gatling Shareholder to receive the Share Consideration which such former holder is entitled to receive, on or before the second anniversary of the Effective Date, on the second anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to MAG or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Gatling Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to MAG and will be cancelled. Neither Gatling nor MAG, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Gatling or MAG or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

Treatment of Fractional MAG Shares

In no event shall any holder of Gatling Shares be entitled to a fractional MAG Share and no certificates representing fractional MAG Shares shall be issued upon the surrender for exchange of certificates by Gatling Shareholders pursuant to the Plan of Arrangement. Where the aggregate number of MAG Shares to be issued to an Gatling Shareholder as consideration under or as a result of the Arrangement would result in a fraction of a MAG Share being issuable, the number of MAG Shares to be received by such Gatling Shareholder shall be rounded to the nearest whole MAG Share and no Former Gatling Shareholder will be entitled to any compensation in respect of a fractional MAG Share.

Return of Gatling Shares

If the Arrangement is not completed, any certificates representing deposited Gatling Shares will be returned to the depositing Gatling Shareholder at MAG's expense upon written notice to the Depositary from MAG by returning the certificates representing deposited Gatling Shares (and any other relevant documents) by first class insured mail in the name of and to the address specified by the Gatling Shareholder in the Letter of Transmittal or, if such name and address is not so specified, in such name and to such address as shown on the register of Gatling Shares maintained by Computershare on behalf of Gatling.

Mail Service Interruption

Notwithstanding the provisions of the Circular, the Letter of Transmittal, the Arrangement Agreement or Plan of Arrangement, certificates representing the Consideration Shares and certificates representing Gatling Shares to be returned, if applicable, will not be mailed if MAG determines that delivery thereof by mail may be delayed.

Persons entitled to certificates and other relevant documents which are not mailed for the foregoing reason may take delivery thereof at the office of the Depositary at which the Letter of Transmittal related thereto was deposited until such time as MAG has determined that delivery by mail will no longer be delayed.

Notwithstanding the foregoing section, certificates and other relevant documents not mailed for the foregoing reason will be conclusively deemed to have been delivered on the first day upon which they are received at the office of the Depositary at which the Gatling Shares were deposited.

Lost Certificates

If, prior to the Effective Time, any certificate representing any outstanding Gatling Shares that were acquired by MAG or Gatling pursuant to Plan of Arrangement has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Gatling Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a certificate representing MAG Shares to which the former holder of such Gatling Shares is entitled to receive pursuant to the Plan of Arrangement in accordance with such holder's Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Gatling Shares will, as a condition precedent to the delivery of such Share Consideration, give a bond satisfactory to MAG and the Depositary in such sum as MAG may direct or otherwise indemnify MAG and Gatling in a manner satisfactory to MAG against any claim that may be made against MAG or Gatling with respect to the certificate alleged to have been lost, stolen or destroyed.

Withholding Rights

Gatling, MAG and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Gatling Securityholder under the Plan of Arrangement (including any payment to Dissenting Gatling Shareholders) such amounts as Gatling, MAG or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Gatling, MAG or the Depositary, as the case may be. For the purposes of the Arrangement, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person under the Arrangement, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Gatling, MAG or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Gatling Shares or MAG Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

Right to Dissent

The following is only a summary of the Dissent Rights and the provisions of the BCBCA relating to a Registered Shareholder as of the Record Date's dissent and appraisal rights in respect of the Arrangement Resolutions (as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court as described below). Such summary is not a comprehensive statement of the procedures to be followed by a Registered Shareholder as of the Record Date who seeks payment of the fair value of its Gatling Shares and is qualified in its entirety by reference to the full text of Section 237 through Section 247 of the BCBCA which is attached as Appendix I to this Circular (as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court). The Court hearing the application for the Final Order has the discretion to alter the Dissent Rights described herein based on the evidence presented at such hearing. It is recommended that any Registered Shareholder wishing to avail himself or herself of the Dissent Rights seek legal advice, as failure to strictly comply with the provisions of the BCBCA (as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court) may prejudice his or her Dissent Rights and result in the loss of all rights thereunder.

The statutory provisions dealing with the right of dissent are technical and complex. Any Registered Shareholders as of the Record Date considering exercising Dissent Rights should seek independent legal advice, as failure to comply strictly with the provisions of Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, may result in the loss of all Dissent Rights.

Section 237 through Section 247 of the BCBCA provides registered shareholders of a corporation with the right to dissent from certain resolutions that effect extraordinary corporate transactions or fundamental corporate changes. The Interim Order expressly provides Registered Shareholders as of the Record Date with Dissent Rights in respect of the Arrangement Resolutions, pursuant to Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court. Any Registered Shareholder as of the Record Date who dissents from the Arrangement Resolutions in compliance with Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, will be entitled, in the event the Arrangement becomes effective, to be paid by Gatling the fair value of the Gatling Shares held by such Dissenting Gatling Shareholder determined as of the close of business on the day before the Arrangement Resolutions are adopted. Gatling Shareholders are cautioned that fair value could be determined to be less than the value of the consideration payable pursuant to the terms of the Arrangement and that the proceeds of disposition received by a Dissenting Gatling Shareholder may be treated in a different, and potentially more adverse, manner under Canadian and U.S. federal income tax Laws than had such Gatling Shareholder exchanged his or her Gatling Shares for the Consideration pursuant to the Arrangement and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Arrangement, is not an opinion as to, and does not otherwise address, "fair value" under Section 237 through Section 247 of the BCBCA. In addition, any judicial determination of fair value will result in delay of receipt by a Dissenting Gatling Shareholder of consideration for such Dissenting Gatling Shareholder's Dissenting Shares.

In many cases, Gatling Shares beneficially owned by a Non-Registered Shareholder are registered either: (a) in the name of an Intermediary that the Non-Registered Shareholder deals with in respect of the Gatling Shares; or (b) in the name of a depositary (such as CDS) of which the Intermediary is a participant. Accordingly, a Non-Registered Shareholder will not be entitled to exercise its Dissent Rights directly (unless the Gatling Shares are re-registered in the Non-Registered Shareholder's name). A Non-Registered Shareholder that wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Shareholder deals in respect of its Gatling Shares and either (i) instruct the Intermediary to exercise the Dissent Rights on the Non-Registered Shareholder's behalf (which, if the Gatling Shares are registered in the name of CDS or other clearing agency, may require that such Gatling Shares first be reregistered in the name of the Intermediary), or (ii) instruct the Intermediary to re-register such Gatling Shares in the name of the Non-Registered Shareholder, in which case the Non-Registered Shareholder would be able to exercise the Dissent Rights directly. In addition, pursuant to Section 237 through Section 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, or any other order of the Court, a Dissenting Gatling Shareholder may not exercise Dissent Rights in respect of only a portion of such Dissenting Gatling Shareholder's Gatling Shares but may dissent only with respect to all Gatling Shares of which it is the registered and beneficial owner.

The Dissent Procedures require that a Registered Shareholder as of the Record Date who wishes to dissent with respect to all Gatling Shares held must send a written notice of objection to the Arrangement Resolutions (the "Notice of Dissent") to Gatling (i) c/o Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5, Canada (Attention: Lucy Schilling) and (ii) with a copy by email to lschilling@cozen.com, to be received by no later 2:00 p.m. (Vancouver time) on May 11, 2022 or, in the case of any adjourned or postponed Gatling Meeting, by no later than 2:00 p.m. (Vancouver time) on the business day that is two business days prior to the new date of the Gatling Meeting, and must otherwise strictly comply with the Dissent Procedures described in this Circular.

A Registered Shareholder who wishes to dissent must deliver written Notice of Dissent to Gatling as set forth above and such Notice of Dissent must strictly comply with the requirements of Section 242 of the BCBCA. Non-Registered Shareholders who wish to exercise Dissent Rights must cause each Gatling Shareholder holding their Gatling Shares to deliver the Notice of Dissent, or, alternatively, make arrangements to become a Gatling Shareholder.

A Registered Shareholder must prepare a separate Notice of Dissent for himself, herself or itself, if dissenting on his, her or its own behalf, and for each other Non-Registered Shareholder who beneficially owns Gatling Shares registered in the Gatling Shareholder's name and on whose behalf the Gatling Shareholder is dissenting, and must dissent with respect to all of the Gatling Shares registered in his, her or its name or if dissenting on behalf of a Non-Registered Shareholder, with respect to all of the Gatling Shares registered in his, her or its name and beneficially owned by the Non-Registered Shareholder on whose behalf the Gatling Shareholder is dissenting. The Notice of Dissent must set out the number of Gatling Shares in respect of which the Dissent Rights are being exercised (the "Notice Shares") and: (a) if such Gatling Shares constitute all of the Gatling Shares of which the Gatling Shareholder is the registered and beneficial owner and the Gatling Shareholder owns no other Gatling Shares beneficially, a statement to that effect; (b) if such Gatling Shares constitute all of the Gatling Shares of which the Gatling Shareholder is both the registered and beneficial owner, but the Gatling Shareholder owns additional Gatling Shares beneficially, a statement to that effect and the names of the Gatling Shareholders, the number of Gatling Shares held by each such Gatling Shareholder and a statement that written notices of dissent are being or have been sent with respect to such other Gatling Shares; or (c) if the Dissent Rights are being exercised by a Gatling Shareholder who is not the beneficial owner of such Gatling Shares, a statement to that effect and the name of the Non-Registered Shareholder and a statement that the Gatling Shareholder is dissenting with respect to all Gatling Shares of the Non-Registered Shareholder registered in such registered holder's name.

Any failure by a Gatling Shareholder to fully comply with the provisions of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, may result in the loss of that holder's Dissent Rights. The Dissent Rights are set out in their entirety in the Interim Order, the text of which is set out in Appendix B to this Circular. A Registered Shareholder considering exercising Dissent Rights should seek independent legal advice.

If the Arrangement Resolutions are approved by the Gatling Securityholders, and Gatling notifies a registered holder of Notice Shares of Gatling's intention to act upon the Arrangement Resolutions pursuant to Section 243 of the BCBCA, in order to exercise Dissent Rights, such Registered Shareholder must, within one month after Gatling gives such notice, send to Gatling a written notice that such holder requires the purchase of all of the Notice Shares in respect of which such holder has given Notice of Dissent. Such written notice must be accompanied by the certificate or certificates representing those Notice Shares (including a written statement prepared in accordance with Section 244(1)(c) of the BCBCA if the dissent is being exercised by the Registered Shareholder on behalf of a Non-Registered Shareholder), whereupon, subject to the provisions of the BCBCA relating to the termination of Dissent Rights, the Registered Shareholder becomes a Dissenting Gatling Shareholder, and is bound to sell and Gatling is bound to purchase those Gatling Shares. Such Dissenting Gatling Shareholder may not vote, or exercise or assert any rights of a Gatling Shareholder in respect of such Notice Shares, other than the rights set forth in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court.

Registered Shareholders as at the Record Date who duly exercise such rights of dissent and who:

• (a) are ultimately determined to be entitled to be paid fair value from Gatling, for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have irrevocably transferred such Dissenting Shares to Gatling pursuant to Section 3.1(a)(iii) of the Plan of Arrangement in consideration of such fair value; or
• (b) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares in respect of which they have exercised Dissent Rights, will be deemed to have participated in the Arrangement on the same basis as a Gatling Shareholder who has not exercised Dissent Rights, as at and from the time specified in Section 3.1(a)(iv) of the Plan of Arrangement and be entitled to receive only the consideration set forth in Section 3.1(b)(iv) of the Plan of Arrangement.

In no case will Gatling, MAG or any other person be required to recognize such holders as Gatling Shareholders after the completion of the steps set forth in Section 3.1 of the Plan of Arrangement, and each Dissenting Gatling Shareholder will cease to be entitled to the rights of a Gatling Shareholder in respect of the Gatling Shares to which such Dissenting Gatling Shareholder has exercised Dissent Rights and the central securities register of Gatling will be amended to reflect that such former holder is no longer the holder of such Gatling Shares as and from the completion of the steps in Section 3.1 of the Plan of Arrangement.

If a Registered Shareholder as at the Record Date is ultimately entitled to be paid by Gatling for their Dissenting Shares, such Dissenting Gatling Shareholder may enter into an agreement with Gatling for the fair value of such Dissenting Shares. If such Dissenting Gatling Shareholder does not reach an agreement with Gatling, such Dissenting Gatling Shareholder, or Gatling, may apply to the Court, and the Court may determine the payout value of the Dissenting Shares and make consequential orders and give directions as the Court considers appropriate. There is no obligation on Gatling to make an application to the Court. The Dissenting Gatling Shareholder will be entitled to receive the fair value that the Gatling Shares had as of the close of business on the day before the Effective Date. After a determination of the fair value of the Dissenting Shares, Gatling must then promptly pay that amount to the Dissenting Gatling Shareholder. If a Gatling Shareholder dissents there can be no assurance that the amount such Gatling Shareholder receives as fair value for its Gatling Shares will be more than or equal to the Arrangement Consideration under the Arrangement.

In no circumstances will Gatling, MAG or any other person be required to recognize a person as a Dissenting Gatling Shareholder: (a) unless such person is the registered holder of the Gatling Shares as of the Record Date in respect of which Dissent Rights are purported to be exercised immediately prior to the Effective Time; (b) if such person has voted or instructed a proxy holder to vote such Notice Shares in favour of the Arrangement Resolutions; or (c) unless such person has strictly complied with the procedures for exercising Dissent Rights set out in Section 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, and does not withdraw such Notice of Dissent prior to the Effective Time. Gatling Optionholders will not be entitled to exercise Dissent Rights in respect of Gatling Options.

Dissent Rights with respect to Notice Shares will terminate and cease to apply to the Dissenting Gatling Shareholder if, before full payment is made for the Notice Shares, the Arrangement in respect of which the Notice of Dissent was sent is abandoned or by its terms will not proceed, a court permanently enjoins or sets aside the corporate action approved by the Arrangement Resolutions, or the Dissenting Gatling Shareholder withdraws the Notice of Dissent with Gatling's written consent. If any of these events occur, Gatling must return the share certificate(s) or DRS statement representing the Gatling Shares to the Dissenting Gatling Shareholder and the Dissenting Gatling Shareholder regains the ability to vote and exercise its rights as a Gatling Shareholder.

The discussion above is only a summary of the Dissent Rights, which are technical and complex. A Gatling Shareholder who intends to exercise Dissent Rights must strictly adhere to the procedures established in Sections 237 to 247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order, and any other order of the Court, and failure to do so may result in the loss of all Dissent Rights.

Each Gatling Shareholder wishing to avail himself, herself or itself of the Dissent Rights should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA and the Interim Order, which are attached to this Circular as Appendix B and K, respectively, and seek his, her or its own legal advice.

The Arrangement Agreement provides that it is a condition to the obligations of MAG that holders of such number of Gatling Shares shall not have exercised Dissent Rights, or have instituted proceedings to exercise Dissent Rights, in connection with the Arrangement (other than holders of Gatling Shares representing not more than 5% of the Gatling Shares then outstanding). See "The Arrangement Agreement — Conditions to the Arrangement Becoming Effective" above.

Interests of Certain Persons or Companies in the Arrangement

The directors and executive officers of Gatling may have interests in the Arrangement that are, or may be, different from, or in addition to, the interests of the Gatling Securityholders. These interests include those described below. The Board was aware of these interests and considered them, among other matters, when recommending approval of the Arrangement by the Gatling Securityholders.

Share Ownership and Incentive Awards

As at the close of business on April 8, 2022, the directors and executive officers of Gatling and their associates and affiliates, as a group, beneficially owned, directly or indirectly, or exercised control or direction over, an aggregate of approximately 1,040,014 Gatling Shares, representing 2.29% of the outstanding Gatling Shares and an aggregate of 1,365,400 Gatling Options, representing 53.32% of the outstanding Gatling Options. As at the close of business on April 8, 2022, the directors and executive officers of Gatling and their associates and affiliates, as a group, also beneficially owned, directly or indirectly, or exercised control or direction over, no MAG Shares. For more information with respect to the holdings of Gatling Shares and incentive awards by directors and executive officers of Gatling, see Appendix F to this Circular.

In connection with entering into the Arrangement Agreement, MAG entered into the MAG Voting Agreements with certain directors and officers of Gatling.

As a result of the Arrangement, the Gatling Options will fully vest and be exchanged for Replacement Options to purchase MAG Shares, with the exercise price and the number of underlying shares adjusted by the Exchange Ratio and will be exercisable until the earlier of (i) the current expiry date of the Gatling Option and (ii) the maximum term allowable by the TSX. See ''Part I — The Arrangement — Effect of the Arrangement — Effect on Gatling Options".

All Gatling Shares and Gatling Options held by directors and executive officers of Gatling and their associates and affiliates will be treated in the same fashion under the Arrangement as Gatling Shares and Gatling Options held by other Gatling Securityholders.

Change of Control Provisions

In connection with the Arrangement, certain change of control payments will become payable upon the termination of Gatling's Consultants pursuant to their respective consulting agreements. Accordingly, each of the Consultants have entered into Change of Control Agreements with the Gatling and MAG providing for, among other things, a reduction of their respective change of control payments and, subject to TSX approval and the completion of the Arrangement, for the satisfaction of such payments through the issuance of an aggregate of 63,492 MAG Shares (the "Change of Control Issuance"), net of required statutory withholdings. However, if TSX approval is not attained or MAG is otherwise prohibited from issuing such MAG Shares without a prospectus, the Consultants shall receive, in lieu of MAG Shares, a cash amount equal to the value of the Change of Control Issuance to be made to each Consultant respectively.

The MAG Shares issuable pursuant to the Change of Control Issuance will be issued at a price of C$22.05 per MAG Share, the 5-day VWAP of MAG Shares on March 7, 2022, being the date on which the form of the Change of Control Agreements was settled. The aggregate value of the MAG Shares issued pursuant to the Change of Control Issuance of $1,400,000 reflects a significant reduction to the $2,430,000 that would have been owing upon a change of control prior to entry into the Change of Control Agreements. The MAG Shares issuable pursuant to the Change of Control Issuance will bear legends setting out resale restrictions under applicable securities laws and, unless permitted under applicable securities laws, may not be traded before the date that is four months and a day after their issuance.

The Change of Control Agreements also provide for the release of Gatling and MAG of and from any and all claims which the Consultants may have with respect to the change of control provisions as set out in their respective consulting agreements.

Indemnification and Insurance

Pursuant to the Arrangement Agreement, Gatling has agreed customary run-off insurance of directors' and officers' liability insurance providing protection no less favourable in the aggregate than the protection provided by the policies maintained by Gatling that are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events that occurred on or prior to the Effective Date and MAG will, or will cause Gatling to maintain such run-off policies in effect without any reduction in scope or coverage for six years from the Effective Date.

MAG has agreed that all rights to indemnification or exculpation in favour of the directors and officers of Gatling provided in the current articles or by-laws of Gatling, as applicable, or in any agreement, and any directors' and officers' insurance now existing in favour of the directors or officers of Gatling or any Subsidiary, shall survive the completion of the Arrangement (or be replaced with substantially equivalent coverage from another provider) and shall continue in full force and effect (either directly or via run-off insurance or insurance provided by an alternative provider) for a period of not less than six years from the Effective Date, and MAG undertakes to ensure that this covenant shall remain binding upon its successors and assigns.

The applicable provisions of the Arrangement Agreement are intended for the benefit of, and shall be enforceable by, each director and officer of Gatling, his or her heirs and his or her legal representatives and, for such purpose, Gatling has confirmed that it is acting as agent and trustee on their behalf. The applicable provisions of the Arrangement Agreement will survive the termination of the Arrangement Agreement as a result of the occurrence of the Effective Date for a period of six years. See ''Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement — Indemnification and Insurance.

See ''Part I — Arrangement Agreement — Effect of the Arrangement — Effect on Gatling Options".

Expenses of the Arrangement

Pursuant to the Arrangement Agreement, all costs and expenses of the Parties incurred in connection with the Arrangement are to be paid by the Party incurring such expenses.

Securities Law Matters

Canada

The MAG Shares to be issued under the Arrangement to Gatling Shareholders will be issued in reliance on exemptions from prospectus and registration requirements of applicable Canadian Securities Laws and, following completion of the Arrangement, the MAG Shares will generally be "freely tradeable" (other than as a result of any "control block" restrictions which may arise by virtue of the ownership thereof) under applicable Canadian Securities Laws. Each Gatling Shareholder is urged to consult such Gatling Shareholder's professional advisors to determine the Canadian conditions and restrictions applicable to trades in the MAG Shares issued pursuant to the Arrangement.

The Gatling Shares are listed and posted for trading on the TSXV and Policy 5.9 of the TSXV Corporate Finance Policy Manual requires compliance with the requirements of MI 61-101 for TSXV listed issuers, as such instrument is adopted as a policy of the TSXV, in its entirety. MI 61-101 regulates insider bids, issuer bids, business combinations and related party transactions to ensure equality of treatment among Gatling Securityholders, generally by requiring enhanced disclosure, approval by a majority of Gatling Securityholders, excluding interested parties or related parties and their respective joint actors, and in certain instances, independent valuations and approval and oversight of certain transactions by a special committee of independent directors.

As previously described in this Circular, all of the issued and outstanding Gatling Shares will be exchanged for MAG Shares under the terms of the Plan of Arrangement. Unless certain exceptions apply, the Arrangement would be considered a "business combination" in respect of Gatling pursuant to MI 61-101 since the interest of a holder of a Gatling Share may be terminated without the holder's consent. Accordingly, unless no related party of Gatling is entitled to receive a "collateral benefit" in connection with the Arrangement, the transaction would be considered a "business combination" and subject to minority approval requirements at the Gatling Meeting (each as defined in MI 61-101).

If "minority approval" is required, MI 61-101 would require that, in addition to the approval of the Arrangement 5HVROXWLRQVE\DWOHDVWҀRIWKHYRWHVFDVWE\*DWOLQJ6HFXULW\KROGHUVYRWLQJWRJHWKHUDVDVLQJOHFODVV SUHVHQW LQ SHUVRQ RU UHSUHVHQWHG E\ SUR[\ DW WKH *DWOLQJ 0HHWLQJ DQG Ҁ RI WKH YRWHV FDVW E\ *DWOLQJ Shareholders present in person or represented by proxy at the Gatling Meeting, the Arrangement Resolutions would also require the approval of a simple majority of the votes cast by Gatling Shareholders present in person or represented by proxy and entitled to vote, excluding votes cast in respect of Gatling Shares held by "related parties" who receive a "collateral benefit" (as such terms are defined in MI 61-101) as a consequence of the transaction.

MI 61-101 excludes from the meaning of "collateral benefit" certain benefits to a related party that are received solely in connection with the related party's service as an employee, director or consultant of the issuer, of an affiliated entity of the issuer or of a successor to the business of the issuer where: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transactions; (b) the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction; and (d) either (i) the related party and his or her associated entities beneficially owns, or exercises control or direction over, less than 1% of each class of the outstanding securities of the issuer (the "1% Test"), or (ii) the related party discloses to an independent committee of the issuer the amount of the consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities it beneficially owns, and the independent committee's determination is disclosed in the disclosure document for the transaction (the "5% Test").

In connection with the Arrangement, Gatling's outstanding Gatling Options will be treated as set forth under ''Part I — The Arrangement —Effect of the Arrangement — Gatling Options" in this Circular and certain officers of Gatling are entitled to certain rights upon and/or following a change of control as set forth under ''Part I — The Arrangement — Interests of Certain Persons or Companies in the Arrangement" in this Circular and Gatling has considered whether any of these matters may constitute a "collateral benefit" for purposes of MI 61-101 such that the Arrangement would therefore constitute a "business combination" under MI 61-101.

The Board has determined that the aforementioned benefits and payments, other than with respect to Jason Billan, the President, Chief Executive Officer and a director of Gatling, Navjit Dhaliwal, the Executive Chairman and a director of Gatling, Dale Ginn, the former Chief Operating Officer, President, Chief Executive Officer and director of Gatling, Patrick Joseph Meagher, the Chief Financial Officer and Corporate Secretary of Gatling, and Nathan Tribble, the VP Exploration of Gatling, fall within an exception to the definition of "collateral benefit" for the purposes of MI 61-101, since: (a) the benefits and payments are received solely in connection with the related parties' services as employees, officers or directors of Gatling, are not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related parties for their Gatling Shares, and are not conditional on the related parties supporting the Arrangement in any manner; and (b) at the time the Arrangement Agreement was entered into, none of the related parties entitled to receive such benefits or payments beneficially owned, or exercised control or direction over, more than 1% of the outstanding Gatling Shares, as calculated in accordance with MI 61-101.

As a result of the foregoing and the provisions of MI 61-101, the Arrangement Resolutions must be approved E\DWOHDVWL?ҀRIWKHYRWHVFDVWE\*DWOLQJ6HFXULW\KROGHUVYRWLQJWRJHWKHUDVDVLQJOHFODVVSUHVHQWLQ SHUVRQ RU UHSUHVHQWHG E\ SUR[\ DWWKH*DWOLQJ0HHWLQJ LL? Ҁ RIWKH YRWHV FDVW E\*DWOLQJ6KDUHKROGHUV present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, which excludes votes cast by each of Mr. Billan, Mr. Dhaliwal, Mr. Ginn, Mr. Meagher and Mr. Tribble. As of April 6, 2022, being the Record Date for the Gatling Meeting, Mr. Billan, Mr. Dhaliwal, Mr. Ginn, Mr. Meagher and Mr. Tribble held an aggregate of 523,952 Gatling Shares and 1,289,200 Options.

No formal valuation under MI 61-101 is required to be obtained by Gatling in connection with the Arrangement as no interested party (as defined in MI 61-101) would, as a consequence of the Arrangement, directly or indirectly acquire Gatling or the business of Gatling, or combine with Gatling, through an amalgamation, arrangement or otherwise, whether alone or with joint actors.

Except as described in this Circular, Gatling has not received any bona fide prior offer that relates to the subject matter of or is otherwise relevant to the Arrangement during the 24 months before the date of the Arrangement Agreement.

Judicial Developments

The Plan of Arrangement will be implemented pursuant to Division 5 of Part 9 of the BCBCA, which provides that, where it is not practicable for a corporation to effect a fundamental change in the nature of an arrangement under any other provisions of the BCBCA, a corporation may apply to the Court for an order approving the arrangement proposed by such corporation. Pursuant to this part of the BCBCA, such an application will be made by Gatling for approval of the Arrangement. See ''Part 1 — The Arrangement — Court Approvals — Final Order" above. Although there have been a number of judicial decisions considering this section of the BCBCA and applications to various arrangements, there have not been, to the knowledge of Gatling, any recent significant decisions which would apply in this instance. Gatling Securityholders should consult their legal advisors with respect to the legal rights available to them in relation to the Arrangement.

United States

Each of the (i) Consideration Shares to be issued pursuant to the Arrangement to Gatling Shareholders in exchange for their Gatling Shares and (ii) Replacement Options to be issued pursuant to the Arrangement in exchange for Gatling Options have not been and will not be registered under the U.S. Securities Act or any other U.S. Securities Laws, and are being issued in reliance upon the exemption from registration under the U.S. Securities Act provided by Section 3(a)(10) thereof. The issuance of the foregoing securities shall be exempt from, or not subject to, registration or qualification under state securities, or "blue sky", laws. Section 3(a)(10) of the U.S. Securities Act exempts the issuance of any securities issued in exchange for one or more bona fide outstanding securities from the general requirement of registration where the terms and conditions of the issuance and exchange of such securities have been approved by a court of competent jurisdiction, that is expressly authorized by Law to grant such approval, after a hearing upon the substantive and procedural fairness of the terms and conditions of such issuance and exchange at which all persons to whom it is proposed to issue the securities have the right to appear and receive timely notice thereof. The Court is authorized to conduct a hearing at which the substantive and procedural fairness of the terms and conditions of the Arrangement and such issuance of Consideration Shares and Replacement Options will be considered. The Court has been advised that if the terms and conditions of the Arrangement and such issuance of Consideration Shares and Replacement Options are approved by the Court, Gatling and MAG intend to rely upon the Final Order of the Court approving the Arrangement and such issuance of Consideration Shares and Replacement Options as a basis for the exemption from registration under the U.S. Securities Act of the Consideration Shares and Replacement Options to be issued pursuant to the Arrangement. Therefore, subject to the additional requirements of Section 3(a)(10), should the Court make a Final Order approving the Arrangement and such issuance of Consideration Shares and Replacement Options, such Consideration Shares and Replacement Options issued pursuant to the Arrangement will be exempt from registration under the U.S. Securities Act. The Court granted the Interim Order on April 11, 2022, and, subject to the approval of the Arrangement by Gatling Securityholders and satisfaction of certain other conditions, a hearing in respect of the Final Order is expected to be held on May 17, 2022 by the Court. See "Court Approvals."

The exemption pursuant to Section 3(a)(10) of the U.S. Securities Act will not be available for the issuance of any MAG Shares that are issuable upon exercise of the Replacement Options. Therefore, MAG Shares issuable upon the exercise of the Replacement Options may be issued only pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable state U.S. Securities Laws (in which case they will be "restricted securities" within the meaning of Rule 144 under the U.S. Securities Act), or following registration under such laws. MAG has no present intention to file a registration statement under the U.S. Securities Act relating to the issuance of the MAG Shares issuable upon exercise of the Replacement Options and no assurance can be made that MAG will file, or has taken effective steps to file, such registration statement in the future.

MAG has applied to list the Consideration Shares issuable pursuant to the Arrangement on the TSX and will apply to the NYSE American and has received conditional approval from the TSX.

The Consideration Shares issuable to Gatling Shareholders pursuant to the Arrangement will be, upon completion of the Arrangement, freely tradeable under the U.S. Securities Act, except by persons who are "affiliates" (within the meaning of Rule 144) of MAG at such time or were affiliates of MAG within 90 days before such time. Persons who may be deemed to be "affiliates" of an issuer include individuals or entities that directly or indirectly control, are controlled by, or are under common control with, the issuer, whether through the ownership of voting securities, by contract or otherwise, and generally include executive officers and directors of the issuer as well as certain major shareholders of the issuer.

Any resale of such Consideration Shares by such an affiliate (or former affiliate) may be subject to the registration requirements of the U.S. Securities Act, absent an exemption or exclusion therefrom. Subject to certain limitations, such affiliates (and former affiliates) may immediately resell Consideration Shares outside the United States without registration under the U.S. Securities Act pursuant to Regulation S under the U.S. Securities Act. If available, such affiliates (and former affiliates) may also resell such Consideration Shares pursuant to, and in accordance with, Rule 144 under the U.S. Securities Act.

Affiliates — Rule 144

In general, under Rule 144 under the U.S. Securities Act, persons who are affiliates of MAG after the Effective Date (or were affiliates of MAG within 90 days prior to the Effective Date) will be entitled to sell, during any three-month period, the Consideration Shares that they receive in connection with the Arrangement, provided that the number of such securities sold does not exceed the greater of one percent of the then-outstanding securities of such class or, if such securities are listed on a United States securities exchange and/or reported through the automated quotation system of a U.S. registered securities association, the average weekly trading volume of such securities during the four calendar week period preceding the date of sale, subject to specified restrictions on manner of sale, filing requirements, aggregation rules and the availability of current public information about MAG. Persons who are affiliates of MAG after the Effective Date (or were affiliates of MAG within 90 days prior thereto) will continue to be subject to the resale restrictions described in this paragraph for so long as they continue to be affiliates of MAG and for 90 days thereafter.

Affiliates — Regulation S

In general, under Regulation S under the U.S. Securities Act, persons who are affiliates of MAG following the Effective Date (or were affiliates of MAG within 90 days prior to the Effective Date) solely by virtue of their status as an officer or director of MAG may sell their Consideration Shares outside the United States in an ''offshore transaction" (within the meaning of Rule 902(h) of Regulation S) if neither the seller, an affiliate nor any person acting on its behalf engages in ''directed selling efforts" in the United States and provided that no selling commission, fee or other remuneration is paid in connection with such sale other than the usual and customary broker's commission that would be received by a person executing such transaction as agent. For purposes of Regulation S, ''directed selling efforts" means ''any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered". Also, under Regulation S, subject to certain exceptions contained in Regulation S, an ''offshore transaction" is a transaction in which the offer of the applicable securities is not made to a person in the United States, and either (a) at the time the buy order is originated, the buyer is outside the United States or the seller reasonably believes that the buyer is outside of the United States, or (b) the transaction, which has not been pre-arranged with a buyer in the United States, is executed in, on or through the facilities of a designated offshore securities market (which would include a sale on the TSX). Certain additional restrictions, set forth in Rule 903 of Regulation S, are applicable to sales outside the United States and to ''U.S. persons" (as such term is defined in Regulation S) by a holder of Consideration Shares who is an affiliate of MAG upon completion of the Arrangement (or was an affiliate of MAG within 90 days prior to such time) other than by virtue of his or her status as an officer or director of MAG.

The foregoing discussion is only a general overview of certain requirements of United States federal securities laws applicable to the resale of Consideration Shares received upon completion of the Arrangement. All holders of such securities are urged to consult with counsel to ensure that the resale of their securities complies with applicable securities legislation.

Certain Canadian Federal Income Tax Considerations

The following is, as of the date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act generally applicable to a Gatling Shareholder who, at all relevant times and for the purposes of the Tax Act: (i) deals at arm's length with each of Gatling and MAG, (ii) is not and will not be affiliated with Gatling or MAG, and (iii) holds all Gatling Shares, and will hold any MAG Shares received pursuant to the Arrangement, as capital property (a "Holder").

The Gatling Shares and MAG Shares will generally be considered to be capital property to a Holder for purposes of the Tax Act, unless the Holder holds the shares in the course of carrying on a business of buying or selling or acquired the shares in one or more transactions considered to be an adventure in the nature of trade.

This summary is not applicable to persons holding Gatling Options or Gatling Warrants and the tax considerations relevant to such holders are not discussed herein. Any such persons should consult their own tax advisors with respect to the tax consequences of the Arrangement.

In addition, this summary is not applicable to a Holder (a) that is a "financial institution" for purposes of the "mark-to-market property" rules in the Tax Act; (b) that is a "specified financial institution" as defined in the Tax Act; (c) an interest in which is, or whose Gatling Shares are, a "tax shelter investment" as defined in the Tax Act; (d) that has made a functional currency reporting election under the Tax Act to report its "Canadian tax results" as defined in the Tax Act in a currency other than Canadian currency; (e) that has or will enter into a "derivative forward agreement" or "synthetic disposition arrangement" (as defined in the Tax Act) with respect to the Gatling Shares or the MAG Shares; (f) that is a "foreign affiliate", as defined in the Tax Act, of a taxpayer resident in Canada; (g) that immediately following the acquisition of Gatling Shares by MAG pursuant to the Arrangement will, either alone or together with persons that such Holder does not deal at arm's length, either controls MAG or beneficially owns shares of MAG which have a fair market value in excess of 50% of all the outstanding capital stock of MAG; or (h) that (i) is a corporation resident in Canada and (ii) is, or becomes as part of a transaction or event or series of transactions or events that includes the acquisition of Gatling Shares or MAG Shares, controlled by a non resident person (or, if no single non-resident person has or acquires control, a group of persons (comprised of any combination of non-resident corporations, non-resident individuals or non-resident trusts) that do not deal at arm's length) for the purposes of the foreign affiliate dumping rules in Section 212.3 of the Tax Act. Such Holders should consult their own tax advisors.

In addition, this summary is not applicable to Holders who acquired their Gatling Shares on the exercise of an employee stock option or other employee compensation arrangement (including, for greater certainty, Gatling Options). Such Holders should consult their own tax advisors.

This summary is based on the current provisions of the Tax Act in force on the date hereof, the regulations thereunder, and counsels' understanding of the current published administrative policies and assessing practices of the CRA publicly available prior to the date hereof. This summary also takes into account all specific proposals to amend the Tax Act which have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the "Proposed Amendments") and assumes all such Proposed Amendments will be enacted in their present form, although no assurances can be given in this regard. Except for the Proposed Amendments, this summary does not take into account or anticipate any changes in Law, whether by judicial, governmental or legislative action or decision, or changes in the administrative policies and assessing practices of the CRA, nor does it take into account provincial, territorial or foreign income tax legislation or considerations, which may differ significantly from the Canadian federal income tax considerations discussed herein.

This summary is of a general nature only and is not exhaustive of all possible relevant Canadian federal income tax considerations. This summary is not, and should not be construed as, legal, business or tax advice to any particular Holder and no representation with respect to the tax consequences to any particular Holder is made. Accordingly, all Holders should consult their own tax advisors regarding the Canadian federal income tax consequences of the Arrangement applicable to their particular circumstances, and any other consequences to them of such transactions under Canadian federal, provincial, local or foreign tax laws.

Holders Resident in Canada

This portion of the summary is generally applicable to a Holder who, at all relevant times, is or is deemed to be resident in Canada for the purposes of the Tax Act (a "Resident Holder").

A Resident Holder whose Gatling Shares or MAG Shares might not otherwise qualify as capital property may, in certain circumstances, be entitled to make an irrevocable election under subsection 39(4) of the Tax Act to have such shares and every other "Canadian security" (as defined in the Tax Act) owned by such Resident Holder in the taxation year of the election, and in all subsequent taxation years, deemed to be capital property. Such Resident Holders should consult their own tax advisors regarding whether an election under subsection 39(4) of the Tax Act is available and advisable in their particular circumstances.

Exchange of Gatling Shares for MAG Shares

Resident Holders (other than Resident Dissenting Holders) will dispose of their Gatling Shares solely in exchange for MAG Shares pursuant to the Arrangement (the "Share Exchange"). Where a Resident Holder does not choose to recognize a capital gain (or capital loss) in respect of the Share Exchange in such Resident Holder's return of income for the taxation year in which the Share Exchange occurred, such Resident Holder will be deemed pursuant to Section 85.1 of the Tax Act, and provided the requirements thereof have been satisfied, to have disposed of the Gatling Shares for proceeds of disposition equal to the Resident Holder's adjusted cost base (as defined in the Tax Act) of the Gatling Shares, determined immediately before the exchange, and the Resident Holder will be deemed to have acquired the MAG Shares at an aggregate cost equal to the proceeds of disposition of the Gatling Shares. This cost will be averaged with the adjusted cost base of all other MAG Shares held by the Resident Holder as capital property at the Effective Time for the purposes of determining the adjusted cost base of each MAG Share held by the Resident Holder.

Where a Resident Holder chooses to recognize a capital gain (or capital loss) on the Share Exchange, the Resident Holder will realize a capital gain (or capital loss) equal to the amount, if any, by which the aggregate fair market value of the MAG Shares received exceeds (or is less than) the total of: (a) the adjusted cost base, as defined in the Tax Act, to the Resident Holder of their Gatling Shares immediately before the Share Exchange; and (b) the Resident Holder's reasonable costs of disposition. For a description of the tax treatment of capital gains and capital losses, see "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses" below. The cost of the MAG Shares acquired on the Share Exchange will be equal to the fair market value thereof. This cost is generally averaged with the adjusted cost of all other MAG Shares held by the Resident Holder for the purpose of determining the adjusted cost base of each MAG Share held by the Resident Holder as capital property at the Effective Time.

Dividends on MAG Shares

A Resident Holder will be required to include in computing its income for a taxation year any dividend received or deemed received on a MAG Share. In the case of a Resident Holder who is an individual (other than certain trusts), the Resident Holder's share of any dividends received or deemed to be received on the Resident Holder's MAG Shares will be included in such Resident Holder's income and will be subject to the gross-up and dividend tax credit rules normally applicable to taxable dividends received from taxable Canadian corporations, including the enhanced gross-up and credit applicable to dividends designated as "eligible dividends". There may be limitations on the ability of MAG to designate dividends as "eligible dividends." Dividends received by an individual (other than certain trusts) may give rise to a liability for minimum tax under the Tax Act.

A Resident Holder that is a corporation will be required to include in income the Resident Holder's share of dividends received or deemed to be received on the Resident Holder's MAG Shares but will generally be entitled to deduct such amount in computing taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as proceeds of disposition or a capital gain. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

A Resident Holder that is a "private corporation" or "subject corporation", each as defined in the Tax Act, may be liable to pay a refundable tax under Part IV of the Tax Act on dividends received or deemed to be received on its MAG Shares, to the extent such dividends are deductible in computing the Resident Holder's taxable income for the taxation year. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances.

Dispositions of MAG Shares

A Resident Holder that disposes of, or is deemed to dispose of, a MAG Share acquired under the Arrangement (other than in a tax-deferred transaction) will realize a capital gain (or a capital loss) equal to the amount by which the proceeds of disposition of such MAG Share exceeds (or is exceeded by) the aggregate of the Resident Holder's adjusted cost base of such MAG Share immediately prior to the disposition and any reasonable costs of disposition. See "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses" below.

Taxation of Capital Gains and Capital Losses

Generally, a Resident Holder will be required to include in computing income for a taxation year one-half of the amount of any capital gain (a "taxable capital gain") realized in that year. A Resident Holder must deduct onehalf of the amount of any capital loss (an "allowable capital loss") realized in a taxation year from taxable capital gains realized by the Resident Holder in that taxation year. Allowable capital losses in excess of taxable capital gains for a taxation year may be carried back to any of the three preceding taxation years or carried forward to any subsequent taxation year and deducted against net taxable capital gains realized in such years, subject to the detailed rules contained in the Tax Act.

A capital loss otherwise arising upon the disposition of a share by a Resident Holder that is a corporation may, to the extent and under the circumstances specified by the Tax Act, be reduced by the amount of dividends previously received or deemed to have been received by it on such share (or a share for which such share was exchanged), to the extent and under the circumstances described in the Tax Act. Similar rules may apply where shares are owned by a partnership or trust of which a corporation, trust or partnership is a member or beneficiary. Resident Holders to whom these rules may be relevant should consult their own tax advisors.

A Resident Holder that is, throughout its taxation year, a ''Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay an additional refundable tax on its ''aggregate investment income" for the year, which is defined to include an amount in respect of taxable capital gains.

Capital gains realized by an individual or trust (other than certain specified trusts) may give rise to a liability for minimum tax under the Tax Act.

Eligibility for Investment by Registered Plans

MAG Shares, if issued on the date hereof, will be qualified investments under the Tax Act for a trust governed by a "registered retirement savings plan", a "registered retirement income fund", a "registered education savings plan", a "registered disability savings plan" and a "tax-free savings account", each as defined in the Tax Act ("Registered Plans") and a deferred profit sharing plan, if the MAG Shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSX) at the Effective Time of the Arrangement.

Notwithstanding that MAG Shares may be qualified investments for a Registered Plan, a holder, annuitant, or subscriber, as the case may be (each a "Plan Holder"), will be subject to a penalty tax on such shares if such shares are a "prohibited investment" (as defined in the Tax Act) for the Registered Plan. MAG Shares will generally be a "prohibited investment" if the Plan Holder does not deal at arm's length with MAG for purposes of the Tax Act or has a "significant interest" (as defined in the Tax Act) in MAG. In addition, MAG Shares will not be a prohibited investment if the MAG Shares are "excluded property" for a trust governed by a Registered Plan within the meaning of the prohibited investment rules in the Tax Act. Plan Holders are advised to consult their own tax advisors with respect to whether MAG Shares are "prohibited investments" in their particular circumstances and the tax consequences of MAG Shares being acquired or held by a Registered Plan.

Dissenting Holders Resident in Canada

A Resident Holder who exercises Dissent Rights in respect of the Arrangement (a "Resident Dissenting Holder") will be deemed to have transferred its Gatling Shares to Gatling and will be entitled to receive from Gatling a payment of an amount generally equal to the fair value of such Holder's Gatling Shares. A Resident Dissenting Holder will be deemed to have received a dividend on its Gatling Shares equal to the amount, if any, by which the consideration received for such Gatling Shares exceeds the paid-up capital of such Gatling Shares for purposes of the Tax Act. See "Certain Canadian Federal Income Tax Considerations – Dividends on MAG Shares" above for a general description of the treatment of dividends under the Tax Act.

Further, the difference between the consideration received for the Gatling Shares and the amount of any deemed dividend will be treated as proceeds of disposition of the Gatling Shares and a capital gain (or capital loss) may be realized on the disposition of a Resident Dissenting Holder's Gatling Shares. See "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Taxation of Capital Gains and Capital Losses" above.

A Resident Dissenting Holder will be required to include in computing any interest awarded by a count in connection with the Arrangement.

Resident Holders who are considering exercising Dissent Rights are urged to consult with their tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Holders Not Resident in Canada

This portion of the summary applies to a Holder who, for the purposes of the Tax Act and at all relevant times, is not resident or deemed to be resident in Canada and does not use or hold, and is not deemed to use or hold, Gatling Shares or MAG Shares in connection with carrying on a business in Canada (a "Non-Resident Holder"). This summary is not applicable to a non-resident insurer carrying on an insurance business in Canada and elsewhere or an "authorized foreign bank" (as defined in the Tax Act) and such holders should consult their own tax advisors.

Exchange of Gatling Shares for MAG Shares

The discussion of the income tax consequences of the Share Exchange for Resident Holders under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Exchange of Gatling Shares for MAG Shares" generally will also apply to Non-Resident Holders in respect of the Share Exchange, subject to the discussion regarding Non-Resident Holders herein and the detailed rules in the Tax Act.

A Non-Resident Holder will not be subject to tax under the Tax Act on any capital gain realized on the disposition of Gatling Shares under the Arrangement unless the Gatling Shares are "taxable Canadian property" and are not "treaty-protected property", each as defined in the Tax Act, to the Non-Resident Holder.

Generally, a Gatling Share will not be taxable Canadian property of a Non-Resident Holder at a particular time provided that the share is listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSX) unless, at any time during the 60-month period immediately preceding the disposition: (a) one or any combination of (i) the Non-Resident Holder, (ii) persons with whom the Non- Resident Holder does not deal at arm's length, and (iii) partnerships in which the Non-Resident Holder or a person described in (ii) holds a membership interest directly or indirectly through one or more partnerships held 25% or more of the issued shares of any class or series in the capital stock of Gatling; and (b) more than 50% of the fair market value of the share was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, "Canadian resource properties" or "timber resource properties" (both as defined in the Tax Act), and options in respect of, or interests in, or for civil law rights in, any such properties (whether or not such property exists).

Notwithstanding the foregoing, in certain other circumstances a Gatling Share could be deemed to be taxable Canadian property for the purposes of the Tax Act. Non-Resident Holders should consult their own tax advisors in this regard.

Even if the Gatling Shares are taxable Canadian property to a Non-Resident Holder, a taxable capital gain resulting from the disposition of the Gatling Shares will not be included in computing the Non-Resident Holder's taxable income earned in Canada for the purposes of the Tax Act if, at the time of the disposition, the Gatling Shares constitute "treaty-protected property" of the Non-Resident Holder for purposes of the Tax Act. Gatling Shares will generally be considered treaty-protected property of a Non-Resident Holder for purposes of the Tax Act at the time of the disposition if the gain from their disposition would, because of an applicable income tax treaty between Canada and the country in which the Non-Resident Holder is resident for purposes of such treaty, and in respect of which the Non-Resident Holder is entitled to receive benefits thereunder, be exempt from tax under the Tax Act.

Non-Resident Holders whose Gatling Shares are taxable Canadian property should consult their own tax advisors for advice having regard to their particular circumstances, including whether their Gatling Shares constitute treaty-protected property, and with respect to whether they may be required to file a Canadian income tax return reporting the disposition.

Dividends on MAG Shares

A Non-Resident Holder that receives MAG Shares pursuant to the Arrangement will be subject to Canadian withholding tax on the amount of any dividends received by it, or deemed to be received by it, on such shares.

Dividends paid or credited, or deemed to be paid or credited, on a Non-Resident Holder's MAG Shares will be subject to withholding tax under the Tax Act at a rate of 25% unless the rate is reduced under the provisions of an applicable income tax treaty or convention. In the case of a beneficial owner of dividends who is a resident of the United States for purposes of the Canada-U.S. Treaty and who is entitled to the benefits of that treaty, the rate of withholding generally will be reduced to 15%, and to 5% if such Non-Resident Holder is a corporation that beneficially owns at least 10% of the voting stock of the dividend payor.

Non-Resident Holders should consult their own tax advisors to determine their entitlement to relief under any applicable income tax treaty or convention and for assistance in completing any forms required by MAG to claim treaty benefits

Dispositions of MAG Shares

A Non-Resident Holder will not be subject to Canadian tax in respect of any capital gain realized on the disposition of its MAG Shares acquired pursuant to the Arrangement unless such shares constitute "taxable Canadian property" (as defined in the Tax Act) of the Non-Resident Holder at the time of disposition and the Non-Resident Holder is not entitled to relief under an applicable income tax treaty or convention. Provided that, at the time of disposition, the MAG Shares are listed on a "designated stock exchange" for purposes of the Tax Act (which currently includes the TSX), the considerations applicable to determining whether a Non-Resident Holder's MAG Shares constitute "taxable Canadian property", and the resultant Canadian income tax consequences if such MAG Shares are taxable Canadian property, are similar to those discussed above with respect to a Non-Resident Holder's Gatling Shares under the headings "Certain Canadian Federal Income Tax Considerations for Gatling Shareholders – Holders Not Resident in Canada – Exchange of Gatling Shares for MAG Shares".

Dissenting Holders Not Resident in Canada

The discussion of the income tax consequences relating to Resident Dissenting Holders under the heading "Certain Canadian Federal Income Tax Considerations – Holders Resident in Canada – Dissenting Holders Resident in Canada" will also generally apply to Non-Resident Holders who exercise Dissent Rights ("Non-Resident Dissenting Holder") to whom Gatling consequently pays the fair value of his, her or its Gatling Shares, subject to the discussion regarding Non-Resident Holders herein and the detailed rules in the Tax Act. Any deemed dividend received by a Non-Resident Dissenting Holder will be subject to Canadian withholding tax as generally described above under "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Dividends on MAG Shares".

A Non-Resident Dissenting Holder who receives a cash payment from Gatling will also be considered to have disposed of their Gatling Shares for proceeds of disposition equal to the amount paid to such Non-Resident Dissenting Holder less the amount of any deemed dividend and the amount in respect of interest, if any, awarded by a court, provided such interest is not "participating debt interest" (as defined in the Tax Act). A Non-Resident Dissenting Holder will generally not be subject to income tax under the Tax Act in respect of any capital gain realized on a disposition of Gatling Shares pursuant to the exercise of their Dissent Rights unless such Gatling Shares constitute, or are deemed to constitute, "taxable Canadian property" and are not "treatyprotected property" of the Non-Resident Dissenting Holder, as discussed above under the heading "Certain Canadian Federal Income Tax Considerations – Holders Not Resident in Canada – Exchange of Gatling Shares for MAG Shares".

A Non-Resident Dissenting Holder will generally not be subject to tax in Canada on any interest awarded by a court, provided such interest is not "participating debt interest" (as defined in the Tax Act).

Non-Resident Holders who are considering exercising Dissent Rights are urged to consult their tax advisors with respect to the Canadian federal income tax consequences of exercising their Dissent Rights.

Certain United States Federal Income Tax Considerations

The following discussion describes the anticipated material U.S. federal income tax consequences to U.S. Holders (defined below) that are Gatling Shareholders of the Arrangement and of the ownership and disposition of MAG Shares following the Arrangement. The discussion is applicable to a U.S. Holder that has held Gatling Shares as capital assets within the meaning of Section 1221 of the U.S. Tax Code, and will hold MAG Shares as capital assets following the Arrangement.

Except where noted, this discussion does not deal with holders that are subject to special rules, such as the following:

• x brokers or dealers in securities or currencies;

• x traders in securities that elect to use a mark-to-market method of accounting for their securities holdings;

• x persons liable for the alternative minimum tax;

• x banks, financial institutions, underwriters or insurance companies;

• x tax-exempt entities, qualified retirement plans, individual retirement accounts, or other tax-deferred accounts;

• x former citizens or long-term residents of the United States;

• x entities or arrangements that are treated as partnerships for U.S. federal income tax purposes and investors in such partnerships;

• x real estate investment trusts and regulated investment companies;

• x grantor trusts or S corporations;

• x persons holding Gatling Shares or MAG Shares as part of a hedging, integrated, conversion or constructive sale transaction or a straddle;

• x persons owning or who have owned (directly, indirectly or constructively) 10% or more of the Gatling Shares or MAG Shares;

• x holders of Gatling Options;

• x controlled foreign corporations, passive foreign investment companies and corporations that accumulate earnings to avoid U.S. federal income tax;

• x persons who received their Gatling Shares, or, after the Arrangement, MAG Shares, through the exercise of options or otherwise as compensation or through a tax-qualified retirement plan;

• x except as specifically described below, U.S. Holders of Gatling Shares that will own (directly, indirectly or constructively) 5% or more of either the total voting power or the total value of MAG Shares immediately after the Arrangement ("5% Transferee Shareholders"); or

• x persons whose "functional currency" is not the U.S. dollar.

U.S. Holders that are Gatling Shareholders that are subject to special provisions under the U.S. Tax Code, including U.S. Holders described immediately above, should consult their tax advisors regarding the tax consequences of the Arrangement and the ownership and disposition of MAG Shares.

In addition, the following discussion is based on the provisions of the U.S. Tax Code, U.S. Treasury regulations, rulings and judicial decisions issued under the U.S. Tax Code as of the date of this Circular. These authorities may be repealed, revoked or modified, possibly with retroactive effect, so as to result in U.S. federal income tax consequences different from those discussed below. Neither Gatling nor MAG has requested a ruling from the IRS or a legal opinion from U.S. counsel with respect to any of the U.S. federal income tax consequences of the Arrangement or any of the other matters discussed herein and, as a result, there can be no assurance that the IRS will not disagree with or challenge any of the conclusions described below, or that such conclusions, if challenged, will be upheld by a court.

As used in this discussion, a "U.S. Holder" means a beneficial owner of Gatling Shares or, after the Arrangement, MAG Shares who is for U.S. federal income tax purposes:

• x an individual who is a citizen or resident of the United States;
• x a corporation or other entity taxable as a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
• x an estate that is subject to U.S. federal income tax on its income, regardless of source; or
• x a trust that (A) is subject to the primary jurisdiction of a court within the United States and the control of one or more U.S. persons with respect to all of its substantial decisions, or (B) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) holds Gatling Shares and will hold MAG Shares after the Arrangement, the U.S. federal income tax treatment to such partnership and the partners of such partnership will depend upon the status of the partner and the activities of the partnership. This summary does not address the tax consequences to any such partnership or partner (or owner). Partners (or owners) of entities and arrangements that are classified as partnerships for U.S. federal, U.S. state and local, and non-U.S. tax purposes should consult their own tax advisors regarding the U.S. federal income tax consequences of the Arrangement and the ownership and disposition of MAG Shares received pursuant to the Arrangement.

This discussion is for general information purposes only and does not contain a detailed description of all the U.S. federal income tax consequences to U.S. Holders in light of their particular circumstances. Further, this discussion does not address the effects of any state, local or non-U.S. tax laws, or other U.S. federal tax consequences, such as U.S. federal estate or gift tax consequences or the consequences related to the Medicare tax on net investment income.

U.S. Holders are urged to consult their own tax advisors concerning the U.S. federal income tax consequences of the Arrangement and the ownership or disposition of MAG Shares in light of their particular circumstances, as well as any consequences arising under the laws of any other taxing jurisdiction. This discussion is not intended to be, and should not be construed as, legal or tax advice with respect to any U.S. Holder.

Passive Foreign Investment Company

General

A non-U.S. corporation, such as Gatling, will be classified as a "passive foreign investment company" ("PFIC"), for U.S. federal income tax purposes, if, in the case of any particular taxable year, either (i) 75% or more of its gross income for such taxable year consists of certain types of "passive" income or (ii) 50% or more of the value of its assets (based on an average of the quarterly values of the assets) during such taxable year is attributable to assets that produce or are held for the production of passive income. For this purpose, cash is categorized as a passive asset and the company's unbooked intangibles associated with active business activities may generally be classified as active assets. Passive income generally includes, among other things, dividends, interest, rents, royalties, and gains from the disposition of passive assets. For this purpose, a foreign corporation will be treated as owning its proportionate share of the assets and earning its proportionate share of the income of any other corporation in which it owns, directly or indirectly, more than 25% (by value) of the stock. If a corporation is treated as a PFIC with respect to a U.S. Holder for any taxable year, the corporation will continue to be treated as a PFIC with respect to that U.S. Holder in all succeeding taxable years, regardless of whether the corporation continues to meet the PFIC requirements in such years, unless certain elections are made

The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of U.S. Treasury Regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the PFIC rules to the Arrangement, including the application of any information reporting requirements related to the ownership and disposition of shares of a PFIC.

Based on its current and anticipated business activities and financial expectations, Gatling believes that it could be a PFIC for the fiscal year ended December 31, 2021 and could continue to be a PFIC for its current fiscal year. Further, MAG believes that it was not a PFIC for its fiscal year ended December 31, 2021, and based on current business plans and financial expectations, MAG expects that it should continue to be a PFIC for its current taxable year and the foreseeable future. No legal opinion or ruling from the IRS regarding PFIC status has been obtained or is currently planned to be requested by Gatling or MAG. However, because the PFIC determination is made annually after the end of the taxable year and the application of the PFIC rules is not entirely clear, no assurances can be made regarding the determination of the PFIC status of Gatling or MAG in the current or any future taxable year. U.S. Holders should consult their own tax advisors regarding the U.S. federal income tax consequences applicable to their own tax situation. not

Treatment of the Arrangement

The Arrangement has not been structured to achieve a particular treatment for U.S. federal income tax purposes, and Gatling and MAG have no obligation to structure the Arrangement in a manner that is tax-free to U.S. Holders. As structured, the Arrangement may qualify as a tax-deferred reorganization under the provisions of Section 368(a) of the U.S. Tax Code. However, qualification of the Arrangement as a reorganization depends on the resolution of issues and facts that will not be known until after the date of the Arrangement. Because the integration of the businesses of Gatling and MAG may be a complex process, the details of which have not yet been determined, Gatling cannot state with certainty at this time that any transactions that might prevent the Arrangement from qualifying as a reorganization will not occur. In addition, the provisions of the U.S. Tax Code that govern reorganizations are extremely complex, and are based on a typical acquisition and other transaction structures effected under U.S. law. Because the Arrangement will be carried out pursuant to Canadian laws which differ from the relevant U.S. laws, if certain steps are taken in connection with the Arrangement, it is not certain that the U.S. tax authorities would apply the reorganization rules to them in the same manner they would to U.S. transactions. As a result of the foregoing considerations, Gatling is not able to provide a higher degree of certainty regarding the qualification of the Arrangement as a reorganization for U.S. federal income tax purposes. The following sections describe the U.S. federal income tax consequences that should be applicable to a U.S. Holder (i) if the Arrangement qualifies as a reorganization, and (ii) if the Arrangement does not qualify as a reorganization. U.S. Holders should consult their own tax advisors regarding whether the Arrangement qualifies as a reorganization.

IN LIGHT OF THE FOREGOING AND BECAUSE THE FOLLOWING DISCUSSION IS INTENDED AS A GENERAL SUMMARY ONLY, EACH HOLDER OF GATLING SHARES IS URGED TO CONSULT SUCH HOLDER'S OWN TAX ADVISOR REGARDING THE TAX CONSEQUENCES OF THE ARRANGEMENT AND OF HOLDING MAG SHARES, INCLUDING STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, AND ANY TAX REPORTING REQUIREMENTS OF THE ARRANGEMENT AND ANY RELATED TRANSACTIONS IN LIGHT OF SUCH HOLDER'S OWN TAX SITUATION.

Arrangement Qualifies as a Reorganization

Provided the Arrangement qualifies as a reorganization, except for certain 5% Shareholders described below and subject to the discussion under "— Passive Foreign Investment Company Considerations" below relating to the possible application of the PFIC rules, a U.S. Holder will not recognize gain or loss upon the exchange of Gatling Shares for MAG Shares in the Arrangement. If the exchange is treated as a reorganization, the aggregate basis of the MAG Shares received for Gatling Shares in the Arrangement will be equal to the basis of the Gatling Shares exchanged. The holding period of the MAG Shares received in exchange for the Gatling Shares in the Arrangement will include the holding period of the Gatling Shares exchanged by such U.S. Holder. If a U.S. Holder acquired different blocks of Gatling Shares at different times and at different prices, the U.S. Holder's tax basis and holding period in the MAG Shares received will be determined by reference to each block of Gatling Shares surrendered. U.S. Holders that hold Gatling Shares with differing bases or holding periods are urged to consult their tax advisors as to the determination of the bases and holding periods of the MAG Shares received in the Arrangement.

Arrangement Does Not Qualify as a Reorganization

If the Arrangement does not qualify as a reorganization, a U.S. Holder that exchanges its Gatling Shares for MAG Shares will recognize gain or loss equal to the difference between the fair market value of the MAG Shares received and the U.S. Holder's adjusted tax basis in the Gatling Shares exchanged.

Subject to the discussion under "— Passive Foreign Investment Company Considerations" below relating to the possible application of the PFIC rules, such gain or loss will be capital gain or loss and will be long term capital gain or loss if the U.S. Holder's holding period for the Gatling Shares exceeds the applicable holding period (currently one year). Long-term capital gains of non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. Any gain or loss recognized by a U.S. Holder generally should be treated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to complex limitations under the U.S. Tax Code.

A U.S. Holder's aggregate tax basis in the MAG Shares received will be the fair market value of those shares on the date the U.S. Holder receives them. The U.S. Holder's holding period for MAG Shares received in the Arrangement will begin on the day after the date the U.S. Holder receives those shares.

PFIC Considerations Regarding the Arrangement

A U.S. Holder of Gatling Shares may be subject to certain adverse U.S. federal income tax rules in respect of an exchange of its shares if, as is expected, Gatling is classified as a PFIC and such U.S. Holder did not have certain elections in effect. Section 1291(f) of the U.S. Tax Code provides that, to the extent provided in U.S. Treasury regulations, any gain on the transfer of stock in a PFIC shall be recognized notwithstanding any other provision of Law. Pursuant to Proposed Regulations, U.S. Holders would not recognize gain (beyond gain that would otherwise be recognized under the applicable non-recognition rules) on the disposition of stock in a PFIC if the disposition results from a non-recognition transfer in which the stock of the PFIC is exchanged solely for stock of another corporation that qualifies as a PFIC for its taxable year that includes the day after the non-recognition transfer. If finalized in their current form, the Proposed PFIC Regulations would be effective for transactions occurring on or after April 1, 1992, including the Arrangement.

If the Proposed PFIC Regulations were finalized and made applicable to the exchange of Gatling Shares for MAG Shares (or if such Proposed PFIC Regulations are never finalized), the U.S. federal income tax treatment of U.S. Holders of Gatling Shares would be potentially tax deferred as described above only if MAG is also classified as a PFIC. If, as is expected, MAG is not a PFIC for the current year, in such event the exchange would be a fully taxable transaction to such U.S. Holder. Because the Proposed PFIC Regulations have not yet been adopted in final form, they are not currently effective, and there is no assurance that they will be adopted in the form and with the effective date proposed. Nevertheless, the IRS has announced that, in the absence of final U.S. Treasury regulations, taxpayers must apply reasonable interpretation of the U.S. Tax Code provisions applicable to PFICs and that it considers the rules set forth in the proposed U.S. Treasury regulations to be reasonable interpretations of those U.S. Tax Code provisions.

The PFIC rules are complex, and the implementation of certain aspects of the PFIC rules requires the issuance of U.S. Treasury regulations which in many instances have not been promulgated and which, when promulgated, may have retroactive effect. U.S. Holders should consult their own tax advisors about the potential applicability of the PFIC rules to the Arrangement, including the application of any information reporting requirements related to the ownership and disposition of shares of a PFIC.

Dissent Rights

Regardless of whether the Arrangement qualifies as a reorganization, a U.S. Holder that properly exercises Dissent Rights with respect to Gatling Shares will recognize taxable capital gain or loss based upon the difference between the amount of cash received by such U.S. Holder and the U.S. Holder's tax basis in the Gatling Shares exchanged. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder's holding period for the Gatling Shares exceeds the applicable holding period (currently one year). Long-term capital gains of non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. Any gain or loss realized by a U.S. Holder generally should be treated as U.S. source income or loss for U.S. foreign tax credit purposes. The deductibility of capital losses is subject to complex limitations under the U.S. Tax Code.

Dissenting Gatling Shareholders that are U.S. Holders are urged to consult their own tax advisors regarding the U.S. federal income tax consequences of exercising Dissent Rights, including the characterization of gain as a dividend, the consequences if Gatling is treated as a PFIC and the consequences if the Dissenting Gatling Shareholder realizes a loss on the exchange of Gatling Shares for cash.

Records and Reporting Requirements

If the Arrangement qualifies as a reorganization, a U.S. Holder that is a "significant holder" within the meaning of U.S. Treasury regulations Section 1.368-3(c)(1) will be required to attach a statement to its U.S. federal income tax return for the year in which the Arrangement occurs that contains the information listed in U.S. Treasury regulations Section 1.368-3(b), including the U.S. Holder's tax basis in its Gatling Shares and the fair market value of the U.S. Holder's Gatling Shares immediately before they were exchanged for MAG Shares. For this purpose, a "significant holder" includes a Gatling Shareholder with a tax basis in such Gatling Shares of $1 million or more or a holder of at least 5% (by vote or value) of the total outstanding Gatling Shares.

As provided in U.S. Treasury Regulations Section 1.368-3(d), all U.S. Holders should keep records regarding the number, basis and fair market value of their Gatling Shares exchanged for MAG Shares. All U.S. Holders should consult their own tax advisors regarding any record-keeping and reporting requirements applicable to them in respect of the Arrangement.

Ownership and Disposition of MAG Shares

Distributions

Subject to the discussion under "Passive Foreign Investment Company Considerations" below, the gross amount of distributions paid to a U.S. Holder with respect to MAG Shares will be treated as dividend income to the extent paid out of MAG current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Dividend income will be includible in gross income on the day it is actually or constructively received by the U.S. Holder. These dividends will not be eligible for the dividends received deduction allowed to corporations under the U.S. Tax Code in respect of dividends received from U.S. corporations, and generally will be treated as a foreign source dividend and as "passive income" for U.S. foreign tax credit purposes. To the extent amounts paid with respect to MAG Shares exceed MAG current and accumulated earnings and profits, those amounts will instead be treated first as a tax-free return of capital to the extent of the U.S. Holder's tax basis in the MAG Shares, and thereafter as capital gain. MAG does not expect to maintain calculations of its earnings and profits under U.S. federal income tax principles; therefore, U.S. Holders should expect that the entire amount of any distribution generally will be reported as dividend income.

Subject to the discussion under "Passive Foreign Investment Company Considerations" below, non-corporate U.S. Holders, including individuals, are subject to reduced rates of U.S. federal income taxation on "qualified dividend income" of certain foreign corporations, provided certain holding period requirements are satisfied. Qualified dividend income includes dividends paid on stock of a foreign corporation that is readily tradable on an established securities market in the United States. MAG Shares to be received in the Arrangement will be traded on the NYSE American Exchange. Therefore, dividends paid to a non-corporate U.S. Holder with respect to MAG Shares should constitute qualified dividend income for U.S. federal income tax purposes, provided that such non-corporate U.S. Holder meets certain holding period requirements and MAG is not a "passive foreign investment company" in the taxable year of the distribution or the preceding tax year. U.S. Holders should consult their own tax advisors regarding the availability of the reduced U.S. federal income tax rate on dividends in their particular circumstances.

Sale or Other Disposition of MAG Shares

Subject to the discussion under "—Passive Foreign Investment Company Considerations" below, a U.S. Holder will recognize taxable gain or loss on any sale or other taxable disposition of MAG Shares in an amount equal to the difference between the amount realized for the MAG Shares and such U.S. Holder's tax basis in the MAG Shares. The gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder's holding period for the MAG Shares exceeds the applicable holding period (currently one year) at the time of sale or other disposition. Long-term capital gains of non-corporate U.S. Holders, including individuals, currently are subject to reduced rates of U.S. federal income taxation. The deductibility of capital losses is subject to limitations. Capital gain or loss recognized by a U.S. Holder on MAG Shares generally will be treated as U.S. source income or loss for U.S. foreign tax credit purposes.

Passive Foreign Investment Company Considerations

If the Arrangement qualifies as a reorganization and Gatling has been a PFIC at any time during the holding period of a U.S. Holder, assuming that MAG is not a PFIC in the taxable year of the Arrangement, and a U.S. Holder of Gatling Shares has not made certain elections with respect to its Gatling Shares, such a U.S. Holder may recognize gain (but not loss) upon the exchange of its Gatling Shares for MAG Shares pursuant to the Arrangement. The gain will be equal to the difference between the fair market value of MAG Shares received and the U.S. Holder's adjusted tax basis in the Gatling Shares exchanged and will be taxed in the manner described below. If the Arrangement does not qualify as a reorganization and Gatling has been a PFIC at any time during the holding period of a U.S. Holder, such U.S. Holder will be taxed in the manner described below on any gain recognized.

If MAG is a PFIC at any time during the holding period of a U.S. Holder, gain on disposition of MAG Shares and any distribution in excess of 125% of the average of the annual distributions on MAG Shares received by the U.S. Holder during the preceding three years or the U.S. Holder's holding period (whichever is shorter) will be subject to the PFIC rules. In addition, if MAG is a PFIC for the taxable year in which a dividend is paid or the preceding year, such dividends will not be eligible for reduced rates of U.S. federal income taxation as described above under "Ownership and Disposition of MAG Shares — Distributions."

In each case described in the preceding two paragraphs, in the absence of certain elections, the gain and any excess distributions would be allocated ratably to each day of the U.S. Holder's holding period for the Gatling Shares or MAG Shares (as applicable). Amounts allocated to the current taxable year and to any taxable years before Gatling or MAG (as applicable) became a PFIC would be treated as ordinary income in the U.S. Holder's current taxable year. In addition, amounts allocated to each other taxable year beginning with the taxable year that Gatling or MAG (as applicable) became a PFIC would be taxed at the highest rate in effect for that taxable year on ordinary income. The tax would be subject to an interest charge at the rate applicable to underpayments of income tax. If a U.S. Holder owned or owns Gatling Shares or MAG Shares, as applicable, in any year in which Gatling or MAG was or is a PFIC, the U.S. Holder will be required to file IRS Form 8621 (or any other form subsequently specified by the U.S. Department of the Treasury) with the U.S. Holder's U.S. federal income tax return.

U.S. Holders are encouraged to consult their own tax advisors with respect to the PFIC rules, including any elections that may be available.

Information Reporting and Backup Withholding Tax

A U.S. Holder may be subject to information reporting and backup withholding for U.S. federal income tax purposes on cash received in connection with the Arrangement. The current backup withholding rate is 24%. Backup withholding will not apply, however, to a U.S. Holder who (i) furnishes a correct taxpayer identification number and certifies the U.S. Holder is not subject to backup withholding on IRS Form W-9 or a substantially similar form or (ii) certifies the U.S. Holder is otherwise exempt from backup withholding. U.S. Holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption. If a U.S. Holder does not provide a correct taxpayer identification number on IRS Form W-9 or other proper certification, the U.S. Holder may be subject to penalties imposed by the IRS. Any amounts withheld under the backup withholding rules may be refunded or allowed as a credit against a U.S. Holder's U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. In the event of backup withholding, U.S. Holders should consult with their own tax advisors to determine if they are entitled to any tax credit, tax refund or other tax benefit as a result of such backup withholding.

A U.S. Holder that receives MAG Shares in the Arrangement that is considered a "significant holder," will be required (1) to file a statement with its U.S. federal income tax return providing certain facts pertinent to the Arrangement, including its tax basis in, and the fair market value of, the Gatling Shares that such U.S. Holder surrendered, and (2) to retain permanent records of these facts relating to the Arrangement. A "significant holder" is a holder that, immediately before the Arrangement, (a) owned at least 5.0% (by vote or value) of the outstanding stock of Gatling, or (b) owned securities of Gatling with a tax basis of $1.0 million or more.

PART II. — INFORMATION CONCERNING THE PARTIES TO THE ARRANGEMENT

Information Concerning Gatling Exploration Inc.

Gatling was incorporated on August 2, 2018 under the laws of the province of British Columbia, Canada. Its principal business activity is the acquisition, exploration and evaluation of mineral properties located in the province of Ontario, Canada. The Gatling Shares are traded on the TSXV under the symbol "GTR". The Gatling Shares also trade on the OTCQB in the United States under the symbol "GATGF".

Gatling's registered and records office is located at 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5 and its head office is located at 200 Burrard Street, Suite 1680, Vancouver, BC V6C 3L6.

Gatling is a Canadian gold exploration company focused on advancing the Larder Gold Project, located in the prolific Abitibi greenstone belt in Northern Ontario. The Larder Gold Project hosts three highǦgrade gold deposits along the CadillacǦLarder Lake Break, 35 km east of Kirkland Lake. The Larder property has a global Mineral Resource Estimate (2021) of 388,000 oz Au Indicated and 933,000 oz Au Inferred gold ounces from both open pit and underground resources. The project is 100% owned by Gatling and is comprised of patented and unpatented claims, leases and mining licenses of occupation within the McVittie and McGarry Townships. The 3,370 ha project area is positioned 7 km west of the Kerr Addison Mine, which produced 11 million ounces of gold. All parts of the Larder property are accessible by truck or allǦterrain vehicles on nonǦserviced roads and trails.

For further information regarding Gatling, see Appendix F to this Circular, "Information Concerning Gatling Exploration Inc.".

Information Concerning MAG Silver Corp.

MAG was originally incorporated under the Company Act (British Columbia) on April 21, 1999 under the name "583882 B.C. Ltd." On June 28, 1999, in anticipation of becoming a capital pool company, MAG changed its name to "Mega Capital Investments Inc." On April 22, 2003, MAG changed its name to "MAG Silver Corp." to reflect its new business upon the completion of its qualifying transaction on the TSXV. On July 27, 2005, MAG transitioned from the Company Act (British Columbia) to the Business Corporations Act (British Columbia) and concurrently adopted new articles and amended its authorized capital to an unlimited number of MAG Shares without par value and an unlimited number of preferred shares without par value. The MAG Shares are listed for trading on the TSX and the NYSE American under the symbol "MAG".

MAG's head office is located at Suite 770, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6. MAG's registered office is located at 2600 – 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3.

MAG is an advanced stage mineral exploration and development company that is focused on the acquisition, exploration and development of high-grade, high-margin, district-scale projects located in the Americas. The principal property of MAG is it's 44% interest as non-operator in the Juanicipio property, a primarily silver development and exploration project heading towards commercial production expected in the second half of 2022. MAG currently considers the Juanicipio project to be its only material property for the purposes of NI 43- 101.

MAG also has the right to earn a 100% interest in the Deer Trail Carbonate Replacement-Porphyry Project in central Utah the exploration of which is managed directly by MAG, as well as interests in concession rights in other non-material properties.

For further information regarding MAG, see Appendix G to this Circular, Information Concerning MAG Silver Corp.".

Information Concerning the Combined Company

Upon completion of the Arrangement, MAG will directly own all of the outstanding Gatling Shares and Gatling will be a wholly-owned Subsidiary of MAG. Following completion of the Arrangement, existing MAG Shareholders and Former Gatling Shareholders will own approximately 0.79% and 99.21% of the issued and outstanding MAG Shares, respectively, in each case based on the number of securities of MAG and Gatling issued and outstanding as of the date of this Circular.

For further information in respect of the Combined Company, see Appendix H to this Circular, "Information Concerning MAG Silver Corp. Following Completion of the Arrangement".

PART III. — OTHER INFORMATION

Interest of Informed Persons in Material Transactions

Other than as disclosed elsewhere in this Circular (including the documents incorporated by reference herein and the Appendices hereto), Gatling is not aware of any material interest, direct or indirect, of any informed person of Gatling, or any associate or affiliate of any informed person, in any transaction since the commencement of Gatling's most recently completed financial year, or in any proposed transaction, that has materially affected or would materially affect Gatling.

For the purposes of this Circular an "informed person" means a director or executive officer of Gatling, a director or executive officer of a person or company that is itself an "informed person" of Gatling and any person or company who beneficially owns, directly or indirectly, voting securities of Gatling or who exercises control or direction over voting securities of Gatling or a combination of both carrying more than 10% of the voting rights attached to all outstanding voting securities of Gatling.

Auditors

The auditor of Gatling is Crowe MacKay LLP. The auditor of MAG is Deloitte LLP.

Experts

The MAG Annual Financial Statements incorporated by reference in this Circular have been audited by Deloitte LLP, as stated in their reports which are also incorporated herein by reference. Deloitte LLP is independent with respect to MAG within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

The Gatling Annual Financial Statements incorporated by reference in this Circular have been audited by Crowe MacKay LLP, as stated in their reports which are also incorporated herein by reference. Crowe MacKay LLP is independent with respect to Gatling within the meaning of the Chartered Professional Accountants of British Columbia Code of Professional Conduct.

Sprott Capital is named as having prepared or certified a report, statement or opinion in this Circular, specifically the Sprott Capital Opinion. See " Part I — The Arrangement — Opinion of Sprott Capital". Except for the fees to be paid to Sprott Capital for the Sprott Capital Opinion (no portion of which is contingent on the conclusion reached in the Sprott Capital Opinion or upon completion of the Arrangement), to the knowledge of Gatling, the designated professionals of Sprott Capital beneficially own, directly or indirectly, less than 1% of the outstanding securities of Gatling or any of its associates or affiliates, has not received or will not receive any direct or indirect interests in the property of Gatling or any of its associates or affiliates, and are not expected to be elected, appointed or employed as a director, officer or employee of Gatling or any associate or affiliate thereof.

Except as otherwise provided in this Circular, all other scientific and technical information of MAG in this Circular, or incorporated by reference in Appendix G to this Circular, Information Concerning MAG Silver Corp." attached to this Circular, has been reviewed and approved by Dr. Peter Megaw, Ph.D., C.P.G. of MAG who is a Qualified Person under NI 43-101.

Except as otherwise provided in this Circular, all scientific and technical information of Gatling in this Circular, or incorporated by reference in Appendix F to this Circular, "Information Concerning Gatling Exploration Inc." attached to this Circular has been reviewed and approved by Nathan Tribble, P. Geo., VP Exploration of Gatling, who is a Qualified Person under NI 43-101.

As at the date hereof, the aforementioned Qualified Persons collectively hold less than 1% of the outstanding securities of Gatling or any of its associates or affiliates.

PART IV. — GENERAL PROXY MATTERS

Solicitation of Proxies

This Circular is furnished in connection with the solicitation of proxies by management of Gatling to be used at the Gatling Meeting. Solicitations of proxies will be primarily by mail and electronic means, but may also be by newspaper publication, in person or by telephone, facsimile or oral communication by directors, officers, employees or agents of Gatling who will be specifically remunerated therefor. Gatling will pay for the delivery of its proxy-related materials indirectly to all Non-Registered Shareholders.

Gatling has retained Laurel Hill Advisory Group to assist it in its solicitation of proxies from Gatling Securityholders and provide additional services including but not limited to strategic securityholder communications and recommending corporate governance best practices. Gatling has agreed to pay Laurel Hill Advisory Group an aggregate fee of C$40,000, plus reasonable out-of-pocket expenses, for these services. All costs of the solicitation for the Gatling Meeting will be borne by Gatling.

The information set forth below generally applies to Registered Shareholders. See "Questions and Answers Relating to the Gatling Meeting and Arrangement" accompanying this Circular. If you are a Non-Registered Shareholder (i.e., your Gatling Shares are held through an Intermediary), please see "Management Information Circular — Information for Non-Registered Shareholders" at the front of this Circular.

Record Date

The Record Date for determination of Gatling Securityholders entitled to receive notice of and to vote at the Gatling Meeting is April 6, 2022. Only Gatling Securityholders whose names have been entered in the register of Gatling Securityholders on the close of business on the Record Date will be entitled to receive notice of and to vote at the Gatling Meeting.

Appointment and Revocation of Proxies

Accompanying this Circular is a form of proxy for Gatling Securityholders. The persons named in the enclosed form of proxy are directors and/or officers of Gatling. A Gatling Securityholder has the right to appoint a person (who need not be a Gatling Securityholder) other than the persons designated in the form of proxy provided by Gatling to represent them at the Gatling Meeting. To exercise this right, the Gatling Securityholder should strike out the names of management designees in the enclosed form of proxy and insert the name of the desired representative in the blank space provided in such form of proxy or submit another appropriate form of proxy permitted by Law, and in either case, send or deliver the completed proxy to the offices of Computershare, Attention: Proxy Department, by mail: 8th Floor, 100 University Avenue, Toronto, Ontario, M5J 2Y1, or by facsimile: within North America at 1-866-249-7775 and outside North America at 416-263-9524. The form of proxy must be received by Computershare no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting. Failure to deposit a form of proxy shall result in its invalidation. Notwithstanding the foregoing, the Chair of the Gatling Meeting has the discretion to accept or reject proxies received after such deadline and the Chair of the Gatling Meeting is under no obligation to accept or reject any particular late proxy. The time limit for the deposit of proxies may be waived or extended by the Chair of the Gatling Meeting at his or her discretion, without notice.

A Registered Shareholder that has given a form of proxy may revoke it as to any matter on which a vote has not already been cast pursuant to its authority by an instrument in writing executed by such Registered Shareholders or by its attorney duly authorized in writing or, if the Registered Shareholder is a corporation, by an officer or attorney thereof duly authorized, and deposited either at the above mentioned office of Computershare no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting or with the Chair of the Gatling Meeting on the day of the Gatling Meeting prior to the commencement of the Gatling Meeting or any adjourned or postponed Gatling Meeting. Non-Registered Shareholders who hold Gatling Shares in the name of an Intermediary should refer to their voting materials provided by such Intermediary for instructions.

Signature of Proxy

The accompanying form of proxy or voting instruction form must be executed by the Gatling Securityholder or its attorney authorized in writing, or if the Gatling Securityholder is a corporation, the form of proxy or voting instruction form should be signed in its corporate name under its corporate seal by an authorized officer whose title should be indicated. If the Gatling Shares or Gatling Options are registered in more than one name, all registered persons must sign the form of proxy. A proxy signed by a person acting as attorney or in some other representative capacity should reflect such person's capacity following his or her signature and should be accompanied by the appropriate instrument evidencing qualification and authority to act (unless such instrument has been previously filed with Gatling).

Voting of Proxies

The persons named in the accompanying form of proxy or voting instruction form will vote or withhold from voting the Gatling Securityholders in respect of which they are appointed in accordance with the direction of the Gatling Securityholder appointing them and if the Gatling Securityholder specifies a choice with respect to any matter to be voted upon, such Gatling Securityholders' Gatling Shares or Gatling Options will be voted accordingly. In the absence of such direction, the Gatling Shares and Gatling Options will be voted "FOR" the approval of the Arrangement Resolution to be considered at the Gatling Meeting as described in this Circular.

Exercise of Discretion of Proxy

The proxyholder has discretion under the accompanying form of proxy or voting instruction form with respect to any amendments or variations of the matter of business to be acted on at the Gatling Meeting or any other matters properly brought before the Gatling Meeting or any adjourned or postponed Gatling Meeting, in each instance, to the extent permitted by Law, whether or not the amendment, variation or other matter that comes before the Gatling Meeting is routine and whether or not the amendment, variation or other matter that comes before the Gatling Meeting is contested. The persons named in the enclosed proxy will vote on such matters in accordance with their best judgment. At the date of this Circular, management of Gatling knows of no amendments, variations or other matters to come before the Gatling Meeting other than the matter referred to in the Notice of Meeting. Gatling Securityholders that are planning on returning the accompanying form of proxy or voting instruction form are encouraged to review the Circular carefully before submitting the form of proxy or voting instruction form.

The following instructions are only for Registered Shareholders and Gatling Optionholders (collectively, "Registered Securityholders"). Beneficial (non-registered) holders of Gatling Shares who receive these materials through their broker, bank, trust company or other intermediary or nominee should follow the instructions provided by such broker, bank, trust company or other Intermediary or nominee.

Voting by Internet and Telephone

Registered Securityholders may use the internet at www.investorvote.com and the telephone at 1-866-732- VOTE (8683) (a toll-free number) to transmit their voting instructions and for electronic delivery of information. Registered Securityholders should have the form of proxy in hand when they access the website or dial the toll-free number noted above. Registered Securityholders will be prompted to enter their 15-digit control number, which is located on the form of proxy. If Registered Securityholders vote by internet or by telephone, their vote must be received no later than 9:00 a.m. (Vancouver time) on May 11, 2022 or 48 hours (excluding weekends and holidays in the Province of British Columbia) prior to the time of any adjourned or postponed Gatling Meeting. The website may be used to appoint a proxyholder to attend and vote on a Registered Securityholders behalf at the Gatling Meeting and to convey a Registered Securityholders voting instructions. Please note that if a Registered Securityholder appoints a proxyholder and submits their voting instructions and subsequently wishes to change their appointment, such Registered Securityholder may resubmit their proxy, prior to the deadline noted above. The toll-free telephone number can only be used to convey a Registered Securityholders voting instructions and cannot be used to appoint a proxyholder to attend at and vote at the Gatling Meeting on the Registered Securityholders behalf. At any time, Computershare may cease to provide internet and/or telephone voting, in which case Registered Securityholders can elect to vote by mail or by fax. When resubmitting a proxy, the most recently submitted proxy will be recognized as the only valid one, and all previous proxies submitted will be disregarded and considered as revoked, provided that the last proxy is submitted by the deadline noted above.

Non-Registered Shareholders who hold such Gatling Shares in the name of an Intermediary should refer to their voting materials provided by such Intermediary for instructions about how to vote by internet or telephone.

Information for Non-Registered Shareholders

The information set forth in this section is of significant importance to many Gatling Shareholders, as a substantial number of such Gatling Shareholders do not hold Gatling Shares in their own name. Gatling Shareholders who do not hold their Gatling Shares in their own name (''Non-Registered Shareholders") should note that only proxies deposited by Gatling Shareholders whose names appear on the records of the Gatling registrar and transfer agent, Computershare, as the Registered Shareholders of Gatling Shares can be recognized and acted upon at the Gatling Meeting. If Gatling Shares are listed in an account statement provided to a Gatling Shareholder by an Intermediary, then in almost all cases those Gatling Shares will not be registered in a holder's name on the records of Gatling. Such Gatling Shares will more likely be registered under the name of the Gatling Shareholder's Intermediary. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the registration name for CDS, which acts as nominee for many Canadian brokerage firms). Gatling Shares held by Intermediaries can only be voted (for or against resolutions) upon the instructions of the Non-Registered Shareholder. Without specific instructions, Intermediaries are prohibited from voting Gatling Shares for their clients. Gatling generally does not know for whose benefit the Gatling Shares registered in the name of CDS & Co. are held.

Applicable regulatory policy may require Intermediaries to seek voting instructions from Non-Registered Shareholders in advance of shareholder meetings. Every Intermediary has its own mailing procedures and provides its own return instructions, which should be carefully followed by Non-Registered Shareholders in order to ensure that their Gatling Shares are voted at the Gatling Meeting. Often, the form of proxy supplied to a Non-Registered Shareholder by its Intermediary is identical to the form of proxy provided to Registered Shareholders; however, its purpose is limited to instructing the Registered Shareholder on how to vote on behalf of the Non-Registered Shareholder. The majority of Intermediaries now delegate responsibility for obtaining instructions from clients to Broadridge. Broadridge typically mails a scannable voting instruction form in lieu of the form of proxy. The Non-Registered Shareholder is requested to complete and return the voting instruction form by mail or facsimile. Alternatively, the Non-Registered Shareholder can call a toll-free telephone number or access the internet to vote the Gatling Shares held by the Non-Registered Shareholder. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Gatling Shares to be represented at the Gatling Meeting. A Non-Registered Shareholder receiving a voting instruction form cannot use that voting instruction form to vote Gatling Shares directly at the Gatling Meeting, as the voting instruction form must be returned as directed by Broadridge well in advance of the Gatling Meeting in order to have the Gatling Shares voted.

Although a Non-Registered Shareholder may not be recognized directly at the Gatling Meeting for the purpose of voting Gatling Shares registered in the name of its broker or other Intermediary, a Non-Registered Shareholder may vote those Gatling Shares as a proxyholder for the Registered Shareholder. To do this, a Non-Registered Shareholder should enter such Non-Registered Shareholder's own name in the blank space on the form of proxy or voting instruction form provided to the Non-Registered Shareholder and return the document to such Non-Registered Shareholder's Intermediary (or the agent of such Intermediary) in accordance with the instructions provided by such Intermediary or agent well in advance of the Gatling Meeting.

Non-Registered Shareholders should also instruct their Intermediary to complete the Letter of Transmittal regarding the Arrangement with respect to such Non-Registered Shareholder's Gatling Shares, once such has been provided, in order to receive the Consideration Shares issuable pursuant to the Arrangement in exchange for such holder's Gatling Shares.

Voting Securities and Principal Holders Thereof

As at the close of business on April 8, 2022, there were 45,399,816 Gatling Shares issued and outstanding. To the knowledge of the directors and officers of Gatling, no person or company beneficially owns, or controls or directs, directly or indirectly, more than 10% of the outstanding Gatling Shares, except as follows:

Name of Gatling Shareholder	Number of Gatling Shares(1)	Percentage of Gatling Shares
SprottAssetManagementLP,onbehalf of accounts fully managed by it	5,855,500	12.9%

Notes:

(1) The information as to Gatling Shares beneficially owned, controlled or directed, not being within the knowledge of Gatling, has been obtained by Gatling from publicly disclosed information.

The Interim Order provides that each Gatling Securityholder at the close of business on the Record Date will be entitled to receive notice of, to attend and to vote at the Gatling Meeting.

Pursuant to the Interim Order:

• (a) each Gatling Share entitled to be voted at the Gatling Meeting will entitle the holder to one vote at the Gatling Meeting in respect of the Arrangement Resolutions;
• (b) each Gatling Option entitled to be voted at the Gatling Meeting will entitle the holder to one vote at the Gatling Meeting in respect of the Arrangement Resolutions;
• F? WKHQXPEHURIYRWHVUHTXLUHGWRSDVVWKH$UUDQJHPHQW5HVROXWLRQVVKDOOEHDWOHDVWL?ҀRI the votes cast by Gatling Securityholders, voting together as a single class, present in person or UHSUHVHQWHG E\ SUR[\ DW WKH *DWOLQJ 0HHWLQJ LL? Ҁ RI WKH votes cast by Gatling Shareholders present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required; and
• (d) the quorum at the Gatling Meeting shall be not less than two shareholders, who are present in person or who are represented by proxy, who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the Gatling Meeting. If a quorum is not present within one-half hour following the opening of the Gatling Meeting, the meeting stands adjourned to the same day in the next week at the same time and place. If, at the adjourned meeting, a quorum is not present within the Gatling Shareholders present or represented may adjourn the Gatling Meeting to a fixed time and place but may not transact any other business. If a quorum is not present within one-half hour from the time set for the holding of the adjourned meeting, the person(s) present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

Notwithstanding the foregoing, the Arrangement Resolutions authorize the Board, without further notice to or approval of the Gatling Securityholders, to amend the Arrangement Agreement or the Plan of Arrangement, to the extent permitted by the Arrangement Agreement or the Plan of Arrangement, and, subject to the terms of the Arrangement Agreement, to decide not to proceed with the Arrangement. See Appendix A to this Circular for the full text of the Arrangement Resolutions.

PART V. — APPROVALS

Board of Directors' Approval

The contents and the sending of this Circular have been approved by the Board.

"Jason Billan"

Jason Billan President and Chief Executive Officer Gatling Exploration Inc. April 11, 2022

PART VI. — CONSENT OF FINANCIAL ADVISOR

Consent of Sprott Capital Partners LP

We hereby consent to the references to our firm name and our opinion letter dated March 10, 2022, to the Special Committee of the Board of Directors of Gatling Exploration Inc. contained in the Letter to Gatling Shareholders, under the headings "Glossary of Terms", "Summary Information — Reasons for Recommendation of the Special Committee and the Board", "Summary Information — Opinion of Sprott Capital", "Part I — The Arrangement — Background to the Arrangement", "Part I — The Arrangement — Reasons for Recommendation of the Special Committee and the Board", "Part I — The Arrangement — Opinion of Sprott Capital ", " Part III — Other Information — Experts" and to the inclusion of the text of our opinion letter in Appendix E to the Notice of Meeting and Management Information Circular Concerning the Plan of Arrangement involving Gatling Exploration Inc. and MAG Silver Corp. dated April 11, 2022. Our opinion letter was given as at March 10, 2022, subject to the assumptions, limitations and qualifications contained therein. In providing such consent, we do not intend that any person other than the special committee of the board of directors and the board of directors of Gatling Exploration Inc. shall be entitled to rely upon our opinion.

(signed) SPROTT CAPITAL PARTNERS LP, by its general partner SPROTT CAPITAL PARTNERS GP INC.

April 11, 2022

APPENDIX A

ARRANGEMENT RESOLUTIONS

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

• 1. The arrangement (the "Arrangement") under Part 9, Division 5 of the Business Corporations Act (British Columbia) (the "BCBCA") involving Gatling Exploration Inc. ("Gatling") pursuant to the arrangement agreement between Gatling and MAG Silver Corp. dated March 10, 2022 (the "Arrangement Agreement"), all as more particularly described and set forth in the Management Proxy Circular of Gatling dated April 11, 2022 (the "Circular"), accompanying the notice of this meeting (as the Arrangement may be, or may have been, modified or amended in accordance with its terms), is hereby authorized, approved and adopted;
• 1. The plan of arrangement, as it may be or has been duly amended, modified or supplemented (the "Plan of Arrangement"), involving Gatling and implementing the Arrangement, the full text of which is set out in Appendix D to the Circular (as the Plan of Arrangement may be, or may have been, duly amended, modified or supplemented), is hereby approved and adopted;
• 1. The Arrangement Agreement, the actions of the directors of Gatling in approving the Arrangement and the actions of the directors and officers of Gatling in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved;
• 1. Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the Gatling Shareholders and the Gatling Securityholders (each as defined in the Arrangement Agreement) or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of Gatling are hereby authorized and empowered, without further notice to, or approval of, the holders of common shares of Gatling:
  • a. to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement and the Plan of Arrangement; or
  • b. subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
• 1. Any director or officer of Gatling is hereby authorized and directed for and on behalf of Gatling to execute, whether under the corporate seal of Gatling or otherwise, and deliver any and all documents, records and information that are required or desirable to be filed under the BCBCA in connection with the Arrangement Agreement or the Plan of Arrangement; and
• 1. Any one or more directors or officers of Gatling is hereby authorized, for and on behalf and in the name of Gatling, to execute, whether under the corporate seal of Gatling or otherwise, and deliver all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments, and to do or cause to be done all such other acts and things, as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to these resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:
  • a. all actions required to be taken by or on behalf of Gatling, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
  • b. the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by Gatling,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

A-1

APPENDIX B

INTERIM ORDER

(see attached)

$S - 222963$

No. Vancouver Registry

SUPREME COURT OF BRITISH COLUMBIA VANCOUVER REGISTRY

APR 1 1 2022

ENTERED

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING GATLING EXPLORATION INC. and MAG SILVER CORP.

GATLING EXPLORATION INC.

PETITIONER

ORDER MADE AFTER APPLICATION

BEFORE MASTER BILAWICH

MONDAY THE 11TH DAY OF APRIL, 2022

ON THE APPLICATION of the Petitioner, Gatling Exploration Inc. ("Gatling") for an Interim Order pursuant to its Petition filed on April 7, 2022, without notice and coming on for hearing by Microsoft Teams at the Vancouver Courthouse located at 800 Smithe Street, Vancouver, British Columbia on April 11, 2022 and on hearing Rebecca Sim, counsel for the Petitioner and upon reading the Petition to the Court filed herein and Affidavit #1 of Carrie Cesarone sworn April 7, 2022, and filed herein (the "Cesarone Affidavit #1"); and UPON BEING INFORMED that it is the intention of the parties to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and that the declaration of the fairness of, and the approval of, the Arrangement contemplated in the plan of arrangement by the Court will serve as the basis for an exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, for the issuance and exchange of securities of MAG Silver Corp. ("MAG") in connection with the Arrangement;

THIS COURT ORDERS THAT:

THE MEETING

• Pursuant to Sections 186, 288, 289, 290, and 291 of the Business Corporations Act, $1.$ S.B.C. 2002, C. 57, as amended (the "BCBCA"), Gatling is authorized and directed to call, hold and conduct a special meeting (the "Meeting") of the holders as at the Record Date (as defined below) of common shares of Gatling (the "Gatling Shares", the holders of which are the "Shareholders") and options to purchase Gatling Shares (the "Gatling Options", the holders of which are the "Optionholders", and together with Shareholders, the "Securityholders") to be held at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 on Friday, May 13, 2022 at 9:00 a.m. (Vancouver time) or at such other time and location in Vancouver, British Columbia to be determined by Gatling provided that the Securityholders have due notice of same in accordance with paragraph 18 below.
• At the Meeting, the Securityholders will, inter alia, consider, and if deemed advisable, $2.$ approve one or more special resolutions (the "Arrangement Resolutions"), in the form attached as Appendix A to the management information circular of Gatling prepared in connection with the Meeting (the "Information Circular"), a copy of which is attached as Exhibit "B" to the Cesarone Affidavit #1, adopting, with or without amendment, the arrangement (the "Arrangement") involving Gatling, the Securityholders and MAG Silver Corp. ("MAG") as set forth in the plan of arrangement (the "Plan of Arrangement"), a copy of which is attached as Appendix "D" to the Information Circular, which is attached as Exhibit "B" to the Cesarone Affidavit #1.
• At the Meeting, Gatling may also transact such further and other business as is 3. contemplated by the Information Circular or as otherwise may be properly brought before the Meeting.
• The Meeting will be called, held and conducted in accordance with the Notice of Special $4.$ Meeting of Securityholders (the "Notice") to be delivered in substantially the form attached to and forming part of the Information Circular, and in accordance with the applicable provisions of the BCBCA, applicable securities laws, the terms of this Interim Order and any further Order of this Court, the rulings and directions of the chairman of the Meeting. and, in accordance with the terms, restrictions and conditions of the articles of Gatling. To

the extent of any inconsistency or discrepancy between this Interim Order and the terms of any of the foregoing, this Interim Order will govern.

QUORUM AND VOTING

$\hat{\textbf{r}}$

• The quorum of Securityholders required at the Meeting shall be the quorum required by 5. the articles of Gatling, being two Shareholders, who are present in person or who are represented by proxy, who, in the aggregate, hold at least 5% of the issued Gatling Shares entitled to be voted at the Meeting.
• If a quorum is not present within one-half hour following the opening of the Meeting, the 6. Meeting stands adjourned to the same day in the next week at the same time and place. If a quorum is not present within one-half hour from the time set for the holding of the adjourned meeting, the person(s) present and being, or representing by proxy, one or more Shareholders entitled to attend and vote at the meeting constitute a quorum.
• Each Gatling Share and Gatling Option entitled to be voted at the Meeting will entitle the $\overline{7}$ . holder thereof to one vote at the Meeting.
• The vote of Securityholders required to adopt the Arrangement Resolutions at the Meeting 8. shall be the affirmative vote of not less than:
  • at least two-thirds (66%%) of the votes cast at the Meeting by Securityholders, $(a)$ voting as a single class, present in person or represented by proxy at the Meeting:
  • at least two-thirds (66%%) of the votes cast by Shareholders present in person or $(b)$ represented by proxy at the Meeting; and
  • a simple majority of the votes cast by Shareholders present in person or $(c)$ represented by proxy at the Meeting, excluding for this purpose the votes of "related parties" and "interested parties" and other votes required to be excluded under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions.
• In all other respects, the terms, restrictions and conditions of the articles of Gatling will 9. apply in respect of the Meeting.

RECORD DATE FOR NOTICE

The record date for determining the Securityholders entitled to receive the Notice, the $10.$ Information Circular, this Interim Order, and a form of proxy, letter of transmittal, and voting instruction form attached as Exhibit "B" to the Cesarone Affidavit #1 (together, the "Meeting Materials") is the close of business on April 6, 2022 (the "Record Date"), a notice of which was previously filed with the applicable regulatory authorities by the Petitioner, or such other date as the directors of Gatling may determine in accordance with the articles of Gatling and the BCBCA and disclosed in the Meeting Materials.

NOTICE OF MEETING

• The Meeting Materials, with such amendments or additional documents as counsel for $11.$ Gatling may advise are necessary or desirable, and that are not inconsistent with the terms of this Interim Order, will be sent at least 21 clear days before the date of the Meeting, excluding the date of mailing or delivery, to the Securityholders who are registered Securityholders on the Record Date and to beneficial Securityholders as of the Record Date, where applicable, by providing in accordance with National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer, the requisite number of copies of the Meeting Materials to intermediaries and registered nominees.

• The Meeting Materials will be sent by prepaid ordinary mail addressed to each registered $12.$ Securityholder at his or her address appearing in the records of Gatling, or by delivery of same by personal delivery courier service or by electronic transmission to any such Securityholder who identifies himself or herself to the satisfaction of Gatling and who requests or accepts such electronic transmission.

• The Meeting Materials will be sent by prepaid ordinary mail addressed to each Gatling $13.$ director and to Gatling's auditor at his, her or its address as it appears on the records of Gatling or by delivery of same by personal delivery courier service or by electronic transmission to any such director or auditor who identifies himself, herself or itself to the satisfaction of Gatling and who requests or accepts such electronic transmission.

• Substantial compliance with paragraphs 11 to 13 will constitute good and sufficient notice 14. of the Meeting and delivery of the Meeting Materials.

• The accidental failure or omission by Gatling to give notice of the Meeting or non-receipt $15.$ of such notice shall not constitute a breach of the Interim Order or a defect in the calling of the Meeting and shall not invalidate any resolution passed or taken at the Meeting provided that the Meeting meets Gatling's quorum requirements, as set out in paragraphs 5 and 6.

• The Meeting Materials are hereby deemed to represent sufficient and adequate disclosure 16. including for the purposes of section 290 of the BCBCA, and Gatling shall not be required to send to the Securityholders any other or additional information pursuant to section 290 of the BCBCA or otherwise.

DEEMED RECEIPT OF MEETING MATERIALS

• 1. The Meeting Materials and any amendments, modifications, updates or supplements thereto will be deemed, for the purposes of this Interim Order, to have been received:
  • (a) in the case of mailing, at the time specified in the articles of Gatling, being the day, Saturdays, Sundays and holidays excepted, following the date of mailing;
  • (b) in the case of courier delivery, two days after acceptance by the courier service;
  • (c) in the case of a beneficial Securityholder two days after delivery thereof to intermediaries or registered nominees; and
  • (d) in the case of delivery by electronic transmission directly, on the day of delivery or transmission of same.
• Notice of any amendments, modifications, updates or supplements to any of the 18. information provided in the Meeting Materials may be communicated, at any time prior to the Meeting, to the Securityholders by press release, news release, newspaper advertisement, in which case such notice will be deemed to have been received at the time of publication, or by notice sent by any of the means set forth in paragraph 17, as determined to be the most appropriate method of communication by the Petitioner.

PERMITTED ATTENDEES

The persons entitled to attend the Meeting will be the registered Securityholders, the 19. officers, directors, and advisors of Gatling, the officers, directors and advisors of MAG and such other persons who receive the consent of the Chairman of the Meeting.

VOTING AT THE MEETING

The only persons permitted to vote at the Meeting will be registered Securityholders 20. appearing on the records of Gatling as of the Record Date and their valid proxy holders as described in the Information Circular and as determined by the Chairman of the Meeting upon consultation with the Scrutineer (as defined below) and legal counsel to Gatling.

ADJOURNMENT OF MEETING

• Subject to the terms of the Arrangement Agreement, if Gatling deems advisable and $21.$ notwithstanding the provisions of the BCBCA or the articles of Gatling, Gatling is specifically authorized to adjourn or postpone the Meeting on one or more occasions without the necessity of first convening the Meeting or first obtaining any vote of the Security holders respecting the adjournment or postponement and without the need for approval of the Court, provided that the Securityholders have due notice given by press release prior to the time called for the start of the Meeting.
• The Record Date for Securityholders entitled to notice of and to vote at the Meeting will $22.$ not change in respect of adjournments or postponements of the Meeting.

AMENDMENTS

Gatling is authorized to make such amendments, revisions or supplements to the Plan of 23. Arrangement as it may determine, provided it has obtained any required consents under the Arrangement Agreement or otherwise, and the Plan of Arrangement as so amended. revised or supplemented will be the Plan of Arrangement which is submitted to the Meeting and which will thereby become the subject of the Arrangement Resolution.

SCRUTINEER

A representative of Computershare Investor Services Inc. or such other person as may be 24. designated by Gatling, will be authorized to act as scrutineer for the Meeting (the "Scrutineer").

PROXY SOLICITATION

• Gatling is authorized to use the form of proxy, and letter of transmittal in connection with $25.$ the Meeting, in substantially the same form as attached as Exhibit "B" to the Cesarone Affidavit #1 and Gatling may in its discretion waive generally the time limits for deposit of proxies by the Securityholders if Gatling deems it reasonable to do so. Gatling is authorized, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents or representatives as it may retain for the purpose, and by mail or such other forms of personal or electronic communication as it may determine.
• 1. The procedure for the use of proxies at the Meeting will be as set out in the Meeting Materials. Gatling may in its discretion waive the time limits for the deposit of proxies by the Securityholders if Gatling deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chair of the Meeting.

DISSENT RIGHTS

1. Registered Shareholders will, as set out in the Plan of Arrangement, be permitted to dissent from the Arrangement Resolution in accordance with the dissent procedures set forth in Part 8 – Division 2 of the BCBCA, as modified by the terms of this Interim Order and the Plan of Arrangement, provided that the written notice (the "Dissent Notice") setting forth the objection of such registered Shareholder to the Arrangement and exercise of Dissent Rights must be received by Gatling not later than 2:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting or two days immediately preceding any date to which the Meeting may be postponed or adjourned at the following address: c/o Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5, Canada (Attention: Lucy Schilling) or by email to Ischilling@cozen.com. A dissenting Shareholder must not have voted his, her or its Gatling Shares at the Meeting, either by proxy or in person, in favour of the Arrangement Resolutions. The exercise of dissent rights must otherwise comply with the requirements of Part 8 - Division 2 of the BCBCA, as modified by the Plan of Arrangement, this Interim Order and the Final Order

• Registered Shareholders will be the only Shareholders entitled to exercise rights of 28. dissent. A beneficial holder of Gatling Shares registered in the name of a broker, custodian, trustee, nominee or other intermediary who wishes to dissent must make arrangements for the registered Shareholder to dissent on behalf of the beneficial holder of Gatling Shares or, alternatively, make arrangements to become a registered Shareholder.
• 1. Notice to the Shareholders of their right of dissent with respect to the Arrangement Resolutions and to receive, subject to the provisions of the BCBCA and the Plan of Arrangement, the fair value of their Gatling Shares, shall be given by including information with respect to this right in the Information Circular to be sent to Shareholders in accordance with this Order.
• 1. Neither Gatling nor MAG, nor any other person, will be required to recognize a Shareholder who has validly dissented as a registered or beneficial shareholder of $\mathcal{L}$ Common Shares at or after the effective time of the Arrangement (the "Effective Time"), and at the Effective Time, the names of such registered Shareholders will be deleted from the central securities register of Gatling.
• $31.$ Subject to further order of this Court, the rights available to the Shareholders under the BCBCA and the Plan of Arrangement to dissent from the Arrangement will constitute full and sufficient Dissent Rights for the Shareholders with respect to the Arrangement.

DELIVERY OF COURT MATERIALS

• Gatling will include in the Meeting Materials a copy of this Interim Order and the Notice of 32. Hearing of Petition for Final Order (the "Court Materials") and will make available to any Shareholders requesting same, a copy of each of the Application herein, the Petition herein and the accompanying Cesarone Affidavit #1.
• Delivery of the Court Materials with the Meeting Materials in accordance with this Interim $33.$ Order will constitute good and sufficient service or delivery of such Court Materials upon

all persons who are entitled to receive the Court Materials pursuant to this Interim Order or who are otherwise entitled to receive notice of these proceedings and no other form of service or delivery need be made and no other material need be served on or delivered to such persons in respect of these proceedings.

FINAL APPROVAL HEARING

• Upon the approval, with or without variation, of the Securityholders of the Plan of 34. Arrangement in the manner set forth in this Interim Order, Gatling may apply for an order of this Court (i) approving the Plan of Arrangement pursuant to section 291(4)(a) of the BCBCA and (ii) determining that the Arrangement is substantively and procedurally fair and reasonable to the Shareholders pursuant to section 291(4)(c) of the BCBCA (collectively, the "Final Order") at 9:45 a.m. on May 17, 2022 by Microsoft Teams or such later date as counsel for Gatling may determine or be heard. The hearing of the Petition is hereby adjourned to May 17, 2022.
• Any Securityholder or any other person has the right to appear (either in person or by 35. counsel) and make submissions at the hearing of the application for the Final Order provided that such person or entity (other than the Petitioner and MAG) shall file a Response to Petition (a "Response"), in the form prescribed by the British Columbia Supreme Court Civil Rules, with this Court and deliver a copy of the filed Response together with a copy of all materials on which such person or entity intends to rely at the application for the Final Order, including an outline of such person's or entity's proposed submissions to the solicitors for the Petitioner at Cozen O'Connor Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, B.C. V6C 2B5, Attention: Rebecca Sim at or before 4:00 p.m. (Vancouver time) on May 13, 2022.
• If the application for the Final Order is adjourned, only those persons who have filed and 36. delivered a Response, in accordance with the preceding paragraph of this Interim Order, need to be served with notice of the adjourned date.
• The Petitioner shall not be required to comply with Rules 8-1 and $16-1(8) (12)$ of the 37. Supreme Court Civil Rules in relation to the hearing for the Final Order approving the Plan of Arrangement.

VARIANCE

Gatling is at liberty to apply to this Honourable Court to vary the Interim Order or to seek 38. advice and direction with respect to the Plan of Arrangement or any of the matters related to the Interim Order.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Rebecca Sim Lawyer for the Petitioner

By the Court.

Registrar

APPENDIX C

PETITION

(see attached)

C-1

$S - 222963$

APR 0 7 2022

SUPREME COURT

OF BRITISH COLUMBIA VANCOUVER REGISTRY

No. Vancouver Registry

THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING GATLING EXPLORATION INC. and MAG SILVER CORP.

GATLING EXPLORATION INC.

PETITIONER

PETITION TO THE COURT

This proceeding is brought for the relief set out in Part 1 below by

Gatling Exploration Inc. (the "Petitioner" or "Gatling")

If you intend to respond to this petition, you or your lawyer must

• file a Response to Petition in Form 67 in the above-named registry of this $(a)$ Court within the time for Response to Petition described below, and
• serve on the Petitioner $(b)$
  • 2 copies of the filed Response to Petition, and a)
  • 2 copies of each filed Affidavit on which you intend to rely at the b) hearing.

Orders, including Orders granting the relief claimed, may be made against you, without any further notice to you, if you fail to file the Response to Petition within the time for response.

Time for Response to Petition

A Response to Petition must be filed and served on the Petitioner,

• if you were served with the petition anywhere in Canada, within 21 days $(a)$ after that service,
• if you were served with the petition anywhere in the United States of $(b)$ America, within 35 days after that service,
• if you were served with the petition anywhere else, within 49 days after that $(c)$ service, or
• $(d)$ if the time for response has been set by Order of the Court, within that time.
• The address of the registry is: $(1)$

The Law Courts Vancouver Registry 800 Smithe Street Vancouver, BC V6Z 2E1

The ADDRESS FOR SERVICE of the Petitioner is: $(2)$

Cozen O'Connor LLP Bentall 5 550 Burrard Street Suite 1008 Vancouver, BC V6C 2B5

Attention: Rebecca Sim Fax number address for service (if any) of the Petitioner: N/A

E-mail address for service (if any) of the Petitioner: rsim@cozen.com

The name and office address of the Petitioner's lawyer is: $(3)$

Cozen O'Connor LLP Bentall5 550 Burrard Street Suite 1008 Vancouver, BC V6C 2B5

Attention: Rebecca Sim

CLAIM OF THE PETITIONER

Part 1: ORDERS SOUGHT

• 1. The Petitioner applies to this Court pursuant to sections 288 to 297 of the Business Corporations Act, S.B.C. 2002, c. 57, as amended or superseded (the "BCBCA"), Rules 2-1(2)(b), 4-4, 4-5 and 16-1 of the Supreme Court Civil Rules and the inherent jurisdiction of this Court for:
  • a) an order (the "Interim Order") in the form attached as Schedule "A" to this Petition to the Court;
  • b) an order (the "Final Order") in the form attached as Schedule "B" to this Petition to the Court; and
  • c) such further and other relief as counsel may advise and this Court deems just.

Part 2: FACTUAL BASIS

A. Overview

• Gatling entered into an Arrangement Agreement dated March 10, 2022, (the $1.$ "Arrangement Agreement") with MAG Silver Corp. ("MAG") under which Gatling and MAG agreed to effect an arrangement under section 288 of the BCBCA (the "Arrangement") pursuant to a plan of arrangement attached as Schedule "A" to the Arrangement Agreement (the "Plan of Arrangement") subject to, inter alia, obtaining the required approvals including the approval of the Gatling Securityholders, as defined below, and of this Court.

• $2.$ The Arrangement was announced publicly by Gatling and MAG on March 11, 2022. The directors of Gatling have considered various information and consulted with advisors and determined that the Arrangement is in the best interests of Gatling. Gatling has also obtained an independent fairness opinion from a qualified financial advisor, which states that the consideration offered pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders, as defined below.

• 1. Gatling first seeks an Interim Order approving and providing directions regarding, inter alia, the notice, calling, and conduct of a special meeting of the Gatling Securityholders, as defined below, for the purpose of considering, and if deemed advisable, passing, with or without variation, special resolutions approving, with or without variation, the Arrangement. If the Interim Order is granted, and if the Gatling Securityholders, as defined below, provide the required approval, Gatling will seek a Final Order, inter alia, approving the Arrangement as provided for in the Plan of Arrangement, including the terms and conditions thereof, and the issuances and exchanges of securities contemplated therein, is procedurally and substantively fair and reasonable to the Gatling Security holders.

• $4.$ The parties have agreed that the Arrangement can be best accomplished by a plan of arrangement, because a plan of arrangement can be structured to permit reliance on the exemption from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), provided by Section 3(a)(10) thereof.

B. Parties to the Arrangement

• Gatling is a corporation existing under the laws of British Columbia. The registered 5. office of Gatling is 550 Burrard Street, Suite 1008, Vancouver, British Columbia, Canada, V6C 2B5. The head office of Gatling is located at 1680-200 Burrard Street, Vancouver, British Columbia, Canada, V6C 3L6. Gatling is a reporting issuer in British Columbia and Alberta.

• The authorized share capital of Gatling is an unlimited number of common shares 6. without par value. As of April 6, 2022, 45,399,816 common shares were issued and outstanding (the "Gatling Shares", and each a "Gatling Share"). The Gatling Shares currently trade on the TSX Venture Exchange ("TSXV") in Canada and the OTC Markets Group Inc. in the United States. The holders of the Gatling Shares are referred to herein as the "Gatling Shareholders".

• As of April 6, 2022, Gatling also had 5,697,612 issued and outstanding options $7.$ (the "Gatling Options") entitling the holders (the "Gatling Optionholders") to purchase Gatling Shares granted under the Gatling Option Plan.

• 1. The Gatling Shareholders, together with the Gatling Optionholders are referred to collectively as the "Gatling Securityholders".
• 1. Gatling is a junior mineral exploration company engaged in the business of acquiring, exploring and evaluating natural resource properties in Ontario, Canada.

• $10.$ The purchaser, MAG, is a corporation existing under the laws of British Columbia. The registered office of MAG is 2600-595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3. The head office of MAG is 770-800 West Pender Street, Vancouver, British Columbia, Canada V6C 2V6. MAG is a reporting issuer in all the provinces in Canada.

• The authorized share capital of MAG is an unlimited number of common shares $11.$ without par value (the "MAG Shares"). The MAG Shares currently trade on the Toronto Stock Exchange in Canada and the NYSE American Exchange in the United States.

• $12.$ MAG is an advanced stage development and exploration company that is focused on the acquisition, exploration and development of high-grade, district-scale mineral projects located primarily in the Americas.

C. The Arrangement

$13.$ The Arrangement is discussed in detail in the Management Information Circular (the "Information Circular") found at Exhibit "B" to the Affidavit of Carrie Cesarone, made on April 7, 2022. In addition, the Plan of Arrangement is attached as Schedule "A" to the proposed Final Order, which is attached as Schedule "B" to this Petition.

• Unless otherwise specified, the capitalized terms used herein have the same 14. meaning as set out in the Information Circular.
• Commencing at the Effective Time, each of the events set out below shall occur $15.$ and be deemed to occur in the following sequence, in each case without any further authorization, act or formality of or by Gatling, MAG or any other person:
  • each Gatling Share held by a Dissenting Gatling Shareholder shall be $(a)$ deemed to be acquired by Gatling from the Dissenting Gatling Shareholder, without any further act or formality on its part, free and clear of all Encumbrances, in consideration for a debt claim against Gatling for an amount determined and payable in accordance with Article 4 of the Plan of Arrangement;
  • such Gatling Shares shall be cancelled and returned to treasury; each $(b)$ Gatling Share outstanding (other than Gatling Shares held by a Dissenting Gatling Shareholder, MAG or any Subsidiary of MAG) shall be transferred to MAG in exchange for the Share Consideration;
  • each Gatling Option outstanding immediately prior to the Effective Time $(c)$ (whether vested or unvested) will cease to represent an option or other right to acquire Gatling Shares and will be exchanged for a fully vested option (a "Replacement Option");
  • $(d)$ the Stock Option Plan shall be terminated; and
  • the exchanges and cancellations provided for in Section 3.1 of the Plan of $(e)$ Arrangement will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.
• The various transactions and steps that will occur under the Arrangement and 16. which are summarized above are described in more detail at section 3.1 of the Plan of Arrangement.

The rights of creditors against the property and interests of Gatling will be $17.$ unimpaired by the Arrangement. The creditors of Gatling will not be prejudiced or affected by the Arrangement.

D. The Meeting

• The Arrangement is subject to obtaining the necessary approvals, including the 18. approval by the Gatling Securityholders at a special meeting of the Gatling Securityholders (the "Meeting") to be held at the offices of Gatling located at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 at 9:00 a.m. (Vancouver time) on May 13, 2022.

• The record date for the Meeting is April 6, 2022 (the "Record Date"). All Gatling 19. Securityholders of record as of the close of business on the Record Date will have the right to receive notice of and appear at the Meeting or any adjournment(s) or postponement(s) of the Meeting.

• All Gatling Securityholders of record, or their respective proxyholders, as of the $20.$ close of business on the Record Date will have the right to vote at the Meeting or at any adjourned or postponed Meeting, except as provided otherwise in the Interim Order.

• In connection with the Meeting, Gatling intends to send, to each Gatling $21.$ Securityholder, but not to Gatling Securityholders who Gatling, on two consecutive occasions, has sent a record but had such record returned because the Gatling Securityholder could not be located:

  • Notice of Meeting of Securityholders (the "Notice"); $(a)$
  • The Information Circular; $(b)$
  • Forms of proxy and voting instruction form; and $(c)$
  • Letter of transmittal explaining how registered Gatling Shareholders may $(d)$ exchange their Gatling Shares for MAG Shares

• The Information Circular will be sent to the Gatling Security holders receiving notice 22. at least twenty-one days before the Meeting.

• In accordance with the Articles of Gatling, the quorum for the transaction of 23. business by the Gatling Securityholders at the Meeting is two Gatling Shareholders, who are present in person or who are represented by proxy, who, in the aggregate, hold at least 5% of the Gatling Shares entitled to be voted at the Meeting.

• In order for the Arrangement to become effective, the Arrangement must be 24. approved by special resolutions substantially in the form attached as Appendix A to the Circular (the "Arrangement Resolutions") by:

  • at least two-thirds (66%%) of the votes cast at the Meeting by Gatling $(a)$ Security holders, voting as a single class, present in person or represented by proxy at the Meeting;
  • at least two-thirds (66%%) of the votes cast by Gatling Shareholders present $(b)$ in person or represented by proxy at the Meeting; and
  • a simple majority of the votes cast by Gatling Shareholders present in $(c)$ person or represented by proxy at the Meeting, excluding for this purpose the votes of "related parties" and "interested parties" and other votes required to be excluded under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions.

• $25.$ If the Gatling Securityholders approve the Plan of Arrangement at the Meeting, and unless the Arrangement is terminated and subject to all other conditions to the completion of the Arrangement being met or waived, it is the intention of Gatling to set the hearing of this Petition for a Final Order approving the Arrangement on May 17, 2022, by Microsoft Teams and subject to that approval, to implement the Arrangement.

E. Concurrent Loan

• Concurrent with the signing of the Arrangement Agreement and subject to TSXV 26. approval, MAG has agreed to provide a bridge loan of up to $3,000,000 ("Bridge Loan") to Gatling in order to fund certain of Gatling's operating expenses until the anticipated closing of the Arrangement, with all such expenses subject to the prior approval of MAG. MAG advanced the Bridge Loan to Gatling on March 28, 2022.
• $27.$ The Bridge Loan is evidenced by a promissory note issued pursuant to the terms of a loan agreement and is secured by substantially all of Gatling's real and personal property, pursuant to certain security agreements between MAG and Gatling.
• The Bridge Loan bears interest at a rate of 12% per annum and includes a 28. conversion right whereby MAG may convert all or a portion of the outstanding principal amount and accrued interest into up to 19.9% of Gatling's issued and outstanding shares.

F. Reasons for the Arrangement

• Gatling formed a special committee ("Special Committee") of the board of 29. directors of Gatling ("Board") to consider the Arrangement and advise the Board regarding the Arrangement. The Special Committee and the Board as a whole have reviewed and considered various information and considered a number of factors relating to the Arrangement with the benefit of advice from Gatling's senior management and its advisors.

• The Board unanimously supports the Arrangement, following the unanimous $301$ recommendation from the Special Committee to approve the Arrangement. The following is a summary of the principal reasons for the recommendation of the Special Committee and the Board as a whole that the Gatling Securityholders vote in favour of the Arrangement Resolutions:

• Under the terms of the Arrangement Agreement, the Consideration is equal $(a)$ to approximately C$0.40 per Gatling Share based on the closing price of the MAG Shares on the TSX on March 10, 2022, the last trading day before the Arrangement was announced, representing a premium of approximately 49.1% based on the closing price of the Gatling Shares on the TSXV on March 10, 2022 and approximately 47.4% based on the 5-day volume weighted average share price of the MAG Shares and the Gatling Shares ending on March 10, 2022.

• Combining Gatling and MAG is anticipated to result in the creation of a $(b)$ larger, significantly more diversified Combined Company, as defined in the Circular, with a portfolio of high-quality assets.

• Current Gatling Shareholders will maintain exposure to the Gatling $(c)$ Property, as defined in the Circular, and will gain exposure to MAG's lowcost, high-grade Juanicipio mine, and further potential upside from near and long-term growth projects.

• $(d)$ The liquidity position and combined cash flow generation of the Combined Company will support internal funding of Gatling's exploration and development assets in Ontario.

• The risks and potential rewards associated with Gatling continuing to $(e)$ execute its business and strategic plan as an independent entity, as an alternative to the Arrangement, and that the Combined Company, as defined in the Circular, will be better positioned to pursue a growth and value maximizing strategy as compared with Gatling on a standalone basis.

• The history of MAG's management team in successfully completing $(f)$ strategic transactions and the success of MAG's management team in the integration of businesses acquired in such transactions with MAG's business.

• Upon completion of the Arrangement, the Combined Company will have a $(g)$ broader shareholder base, expected increased trading liquidity with global stock listings on the TSX and NYSE America, expected increase in its weighting within certain gold and mining sector indexes, and a larger public float than Gatling presently holds. The expected increased market capitalization and trading liquidity upon completion of the Arrangement is anticipated to broaden the Combined Company's investor appeal with enhanced market interest, analyst coverage and index inclusion.

• $(h)$ The Arrangement Agreement is the result of a comprehensive arm's length negotiation process with MAG that was undertaken by Gatling with the assistance of legal and financial advisors and with the oversight and participation of the Special Committee. The Arrangement Agreement

includes terms and conditions that are reasonable in the judgment of the Special Committee and Board.

• The Sprott Capital Opinion, as defined in the Circular, and as outlined $(i)$ further below, to the Special Committee to the effect that, as of the date thereof, and based upon and subject to the assumptions, limitations and qualifications to be set forth in the Sprott Capital Opinion, the consideration to be received by the Gatling Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Shareholders.
• Gatling's due diligence review and investigations of the business, $(i)$ operations, financial condition, products, strategy and future prospects of MAG (including the review of project review reports prepared by third party consultants on the Juanicipio project and Deer Trail project).
• Current industry, economic and market conditions and trends and its $(k)$ expectations of the future prospects in the precious metals mining industry, including prevailing gold and silver prices and potential for further consolidation and acquisitions, as well as information concerning the business, operations, assets, financial performance and condition, operating results and prospects of Gatling, including the strategic direction of Gatling as an operating, single asset mining company.
• Gatling Shareholders who are Eligible Holders and who properly complete $(1)$ and file a Section 85 Election may benefit from a full or partial tax deferred rollover under the Tax Act in respect of any capital gains that would otherwise be realized on the disposition of Gatling Shares pursuant to the Arrangement.
• The Arrangement is structured in such a way that the exchange of shares $(m)$ should generally not be a taxable event for United States tax purposes for the Gatling Shareholders.
• The impact of the Arrangement on all stakeholders in Gatling, including $(n)$ Gatling Securityholders, employees, and local communities and governments, as well as the environment and the long-term interests of Gatling.
• Based on the discussions that took place between the management of $(0)$ Gatling and MAG, it is the Special Committee and Board's belief that MAG will support Gatling's continued engagement with the local community and governments and work towards maintaining positive and mutually beneficial relationships with all constituencies.
• The Arrangement Resolutions must be approved by at least: (i) 66%% of $(p)$ the votes cast by Gatling Securityholders, voting together as a single class, present in person or represented by proxy at the Gatling Meeting; (ii) 66%%

of the votes cast by Gatling Shareholders present in person or represented by proxy at the Gatling Meeting; and (iii) a simple majority of the votes cast on the Arrangement Resolutions by Gatling Shareholders present or in person or represented by proxy at the Gatling Meeting, excluding for this purpose votes attached to the Gatling Shares held by persons described in items (a) through (d) of Section 8.1(2) of MI 61-101, if required.

• $(q)$ The Arrangement must be approved by the Court, which will consider, among other things, the procedural and substantive fairness and reasonableness of the Arrangement to the Gatling Securityholders.
• The terms of the Arrangement provide that Registered Shareholders who $(r)$ oppose the Arrangement may, upon compliance with certain conditions, exercise Dissent Rights and, if properly exercised, receive fair value for their Gatling Shares.
• $31.$ A complete summary of the reasons for recommendation of the Special Committee and the Board is outlined in the Circular. The list of reasons for the Board and Special Committee's support of the Arrangement discussed above, and as outlined in the Circular, is not an exhausted list of the factors considered by the Board. The Board and Special Committee also considered other risks and opportunities associated with the Arrangement and determined that the Arrangement is in the best interests of Gatling.

G. Interest of Certain Persons

• 1. The Information Circular sets out, in Appendix F, the interests of the directors and officers of Gatling in connection with the Arrangement.
• 1. As at the close of business on April 8, 2022, the directors and executive officers of Gatling and their associates and affiliates, as a group, also beneficially owned, directly or indirectly, or exercised control or direction over, no MAG Shares.

H. Dissent Rights

1. The Plan of Arrangement provides that the Gatling Shareholders may exercise a right to dissent and the Interim Order includes a right to dissent in respect of the Arrangement Resolutions in accordance with the provisions of sections 237-247 of the BCBCA, as modified by the Plan of Arrangement, the Interim Order and any other order of the Court.

I. Fairness of the Arrangement

• 1. A qualified financial advisor has considered the Arrangement and provided a fairness opinion stating that the consideration offered pursuant to the Arrangement is fair, from a financial point of view, to the Gatling Securityholders.
• 1. The Special Committee received a fairness opinion from Sprott Capital Partners LP ("Sprott Capital").
• The fairness opinion is attached as Appendix "E" to the Information Circular. In 37. considering the fairness of the consideration under the Arrangement Agreement from a financial point of view to the Gatling Shareholders, Sprott Capital principally considered and relied upon, among other things, the following:
  • $(a)$ Gatling's historical (52-week intraday low to high) share price trading ranges;
  • $(b)$ Precedent transaction analysis, which included, but was not limited to, reviewing publically available information involving the acquisition of nonproducing, gold-focused mining companies and assets;
  • $(c)$ Comparable trading analysis for select publicly listed non-producing gold focused companies; and
  • $(d)$ Other qualitative factors, which included, but was not limited to, the form of consideration to be received by the Gatling Shareholders.

J. United States Securities Law

Section 3(a)(10) of the U.S. Securities Act provides an exception from the 38. registration requirements of the U.S. Securities Act for securities issued in exchange for one or more outstanding securities or interests where the terms and conditions of the issuance and exchange of such securities have been approved by a court authorized to grant such approval after a hearing upon the fairness of the terms and conditions of the issuance and exchange at which all persons to whom the securities will be issued have the right to appear and have received adequate notice thereof.

• 1. In order to ensure that securities of MAG issued to the Gatling Securityholders pursuant to the Arrangement will, as applicable, be exempt from the registration requirements of the U.S. Securities Act pursuant to Section $3(a)(10)$ thereof, it is necessary that, among other things:
  • $(a)$ prior to the issuance of the Interim Order or Final Order, the Court is advised of the intention of the parties to rely on Section $3(a)(10)$ of the U.S. Securities Act based on the Court's approval of the Plan of Arrangement, prior to the hearing required to approve the Plan of Arrangement;
  • $(b)$ Gatling Securityholder will have the right to appear before the Court at the hearing of the application for court approval of the Arrangement (so long as such person files a Response to Petition within a reasonable time);
  • all of the Gatling Securityholders will be given adequate notice advising $(c)$ them of their rights to attend the hearing of the Court to approve the Arrangement and provided with sufficient information necessary for them to exercise that right;
  • $(d)$ the Court is required to satisfy itself as to the substantive and procedural fairness of the Arrangement to the Gatling Security holders;
  • $(e)$ the Court determines, prior to approving the Final Order, that the terms and conditions of the exchanges of securities involved in the Arrangement are fair to the Gatling Security holders; and

• $(f)$ the order of the Court approving the Arrangement expressly states that the Arrangement is approved by the Court as being fair to the Gatling Securityholders.

• 1. Gatling hereby gives notice to the Court and any Respondents of its intention to rely on Section 3(a)(10) of the U.S. Securities Act in completing the Arrangement.

• The Gatling Securityholders to whom securities will be issued under the $41.$ Arrangement shall receive such securities in reliance on the exemption from the registration requirements of the U.S. Securities Act, contained in Section 3(a)(10) thereof, assuming the Court's approval of the Arrangement as sought.

• The parties will rely on this Court's approval and declaration of fairness of the 42. Arrangement, including the terms and conditions thereof and the issuance and exchanges of securities contemplated therein to the Gatling Securityholders, after a hearing upon such matters at which the Gatling Securityholders shall have the right to appear, to form the basis of an exemption from the registration requirements of the U.S. Securities Act as amended, pursuant to Section 3(a)(10) thereof, for the issuance and exchange of securities contemplated in connection with the Arrangement.

Part 3: LEGAL BASIS

• $1.$ Sections 186 and 288 – 297 of the BCBCA, as amended;
• $2.$ Rules 2-1(2)(b), 4-4, 4-5 and 16-1 of the Rules, as amended; and
• 1. The inherent jurisdiction of the Court.

Interim Order

1. Pursuant to Sections 288 to 291 of the BCBCA, the Arrangement requires the approval of this Honourable Court with respect to the calling, holding and conduct of the Meeting, to set out the rights of dissent and to provide for other orders sought in the Interim Order.

• An Interim Order is procedural in nature. To grant an Interim Order, the Court must $5.$ only be satisfied that reasonable grounds exist to regard the proposed transaction as an "arrangement". Matters as to the procedural and substantive fairness of the proposed arrangement, as well as whether the statutory requirements have been met are to be considered at the fairness hearing — the hearing of the application for a final order approving the arrangement.
• Gatting has satisfied the requirements for obtaining the Interim Order. 6.

Mason Capital Management, LLC, v. Telus Corporation, 2012 BCSC 1582 at paras. 31-32

Final Order

• 1. Assuming the requisite approval of the Gatling Security holders is obtained with respect to the Arrangement, as required in the Interim Order, Gatling can seek the Final Order pursuant to Section 291(4) of the BCBCA.
• 1. The test to apply in assessing an application to approve a plan of arrangement pursuant to Section 291(4) of the BCBCA is that the Court must be satisfied that:
  • $(a)$ the statutory procedures have been met;
  • $(b)$ the application has been put forward in good faith; and
  • the arrangement is fair and reasonable. $(c)$

BCE Inc. v. 1976 Debentureholders, 2008 SCC 69 [BCE]

• In determining whether a plan of arrangement is fair and reasonable, the Court $9.$ must be satisfied that:
  • the plan serves a valid business purpose; and $(d)$
  • the objections of those whose legal rights are being arranged are being $(e)$ resolved in a fair and balanced way.

BCE, at paras. 138 and 143

First Bauxite Corporation (Re), 2019 BCSC 89, at paras. 53 - 56

Rapier Gold Inc. (Re), 2018 BCSC 539, at paras. 36 - 39

Gatling anticipates that the tests to approve the Arrangement and obtain the $10.$ Final Order will be satisfied at the time of application for the Final Order.

Part 4: MATERIAL TO BE RELIED ON

• For the hearing of the application for an Interim Order: 43.
  • the Affidavit #1 of Carrie Cesarone made on April 7, 2022; and $(a)$
  • such further affidavits and other documents as counsel for Gatling may $(b)$ advise and this Honourable Court may accept.

The Petitioner estimates that the hearing of the Petition for the Interim Order will take 10 minutes, and the time estimate for the hearing for the Final Order will be advised.

Date:

April 7, 2022

Signature of $\Box$ Petitioner ⊠ Lawyer for Petitioner

Rebecca Sim

	To be completed by the Court only:
	Order made
□	in the terms requested in paragraphs ____________________________________
	with the following variations and additional terms:
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	Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date: Date:
	Signature of $\Box$ Judge $\Box$ Master
	THIS DETITION TO THE COLIRT was prepared by Rebecca Sim, of the firm of Cozen

THIS PETITION TO THE COURT was prepared by Rebecca Sim, of the firm of CozenO'Connor LLP, whose place of business and address for delivery is Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, BC V6C 2B5, Telephone: 604-674-9170;

SCHEDULE A

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INTERIM ORDER

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$No.$ Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING GATLING EXPLORATION INC. and MAG SILVER CORP.

GATLING EXPLORATION INC.

PETITIONER

ORDER MADE AFTER APPLICATION

BEFORE MASTER

MONDAY THE 11TH DAY OF APRIL, 2022

ON THE APPLICATION of the Petitioner, Gatling Exploration Inc. ("Gatling") for an Interim Order pursuant to its Petition filed on April 7, 2022, without notice and coming on for hearing by Microsoft Teams at the Vancouver Courthouse located at 800 Smithe Street, Vancouver, British Columbia on April 11, 2022 and on hearing Rebecca Sim, counsel for the Petitioner and upon reading the Petition to the Court filed herein and Affidavit #1 of Carrie Cesarone sworn April 7, 2022, and filed herein (the "Cesarone Affidavit #1"); and UPON BEING INFORMED that it is the intention of the parties to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and that the declaration of the fairness of, and the approval of, the Arrangement contemplated in the plan of arrangement by the Court will serve as the basis for an exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, for the issuance and exchange of securities of MAG Silver Corp. ("MAG") in connection with the Arrangement;

THIS COURT ORDERS THAT:

THE MEETING

• Pursuant to Sections 186, 288, 289, 290, and 291 of the Business Corporations Act, $1.$ S.B.C. 2002, C. 57, as amended (the "BCBCA"), Gatling is authorized and directed to call, hold and conduct a special meeting (the "Meeting") of the holders as at the Record Date (as defined below) of common shares of Gatling (the "Gatling Shares", the holders of which are the "Shareholders") and options to purchase Gatling Shares (the "Gatling Options", the holders of which are the "Optionholders", and together with Shareholders, the "Securityholders") to be held at 200 Burrard Street, Suite 1680, Vancouver, British Columbia, V6C 3L6 on Friday, May 13, 2022 at 9:00 a.m. (Vancouver time) or at such other time and location in Vancouver, British Columbia to be determined by Gatling provided that the Securityholders have due notice of same in accordance with paragraph 18 below.
• $2.$ At the Meeting, the Securityholders will, inter alia, consider, and if deemed advisable, approve one or more special resolutions (the "Arrangement Resolutions"), in the form attached as Appendix A to the management information circular of Gatling prepared in connection with the Meeting (the "Information Circular"), a copy of which is attached as Exhibit "B" to the Cesarone Affidavit #1, adopting, with or without amendment, the arrangement (the "Arrangement") involving Gatling, the Securityholders and MAG Silver Corp. ("MAG") as set forth in the plan of arrangement (the "Plan of Arrangement"), a copy of which is attached as Appendix "D" to the Information Circular, which is attached as Exhibit "B" to the Cesarone Affidavit #1.
• $3.$ At the Meeting, Gatling may also transact such further and other business as is contemplated by the Information Circular or as otherwise may be properly brought before the Meeting.
• 1. The Meeting will be called, held and conducted in accordance with the Notice of Special Meeting of Securityholders (the "Notice") to be delivered in substantially the form attached to and forming part of the Information Circular, and in accordance with the applicable provisions of the BCBCA, applicable securities laws, the terms of this Interim Order and any further Order of this Court, the rulings and directions of the chairman of the Meeting, and, in accordance with the terms, restrictions and conditions of the articles of Gatling. To

the extent of any inconsistency or discrepancy between this Interim Order and the terms of any of the foregoing, this Interim Order will govern.

QUORUM AND VOTING

• 1. The quorum of Securityholders required at the Meeting shall be the quorum required by the articles of Gatling, being two Shareholders, who are present in person or who are represented by proxy, who, in the aggregate, hold at least 5% of the issued Gatling Shares entitled to be voted at the Meeting.
• 1. If a quorum is not present within one-half hour following the opening of the Meeting, the Meeting stands adjourned to the same day in the next week at the same time and place. If a quorum is not present within one-half hour from the time set for the holding of the adjourned meeting, the person(s) present and being, or representing by proxy, one or more Shareholders entitled to attend and vote at the meeting constitute a quorum.
• $7r$ Each Gatling Share and Gatling Option entitled to be voted at the Meeting will entitle the holder thereof to one vote at the Meeting.
• 1. The vote of Securityholders required to adopt the Arrangement Resolutions at the Meeting shall be the affirmative vote of not less than:
  • $(a)$ at least two-thirds (66%%) of the votes cast at the Meeting by Securityholders, voting as a single class, present in person or represented by proxy at the Meeting;
  • at least two-thirds (66%%) of the votes cast by Shareholders present in person or $(b)$ represented by proxy at the Meeting; and
  • $(c)$ a simple majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting, excluding for this purpose the votes of "related parties" and "interested parties" and other votes required to be excluded under Multilateral Instrument 61-101- Protection of Minority Security Holders in Special Transactions.
• $9.$ In all other respects, the terms, restrictions and conditions of the articles of Gatling will apply in respect of the Meeting.

RECORD DATE FOR NOTICE

The record date for determining the Securityholders entitled to receive the Notice, the $101$ Information Circular, this Interim Order, and a form of proxy, letter of transmittal, and voting instruction form attached as Exhibit "B" to the Cesarone Affidavit #1 (together, the "Meeting Materials") is the close of business on April 6, 2022 (the "Record Date"), a notice of which was previously filed with the applicable regulatory authorities by the Petitioner, or such other date as the directors of Gatling may determine in accordance with the articles of Gatling and the BCBCA and disclosed in the Meeting Materials.

NOTICE OF MEETING

• The Meeting Materials, with such amendments or additional documents as counsel for $112$ Gatling may advise are necessary or desirable, and that are not inconsistent with the terms of this Interim Order, will be sent at least 21 clear days before the date of the Meeting, excluding the date of mailing or delivery, to the Securityholders who are registered Securityholders on the Record Date and to beneficial Securityholders as of the Record Date, where applicable, by providing in accordance with National Instrument 54-101 -Communication with Beneficial Owners of Securities of a Reporting Issuer, the requisite number of copies of the Meeting Materials to intermediaries and registered nominees.

• The Meeting Materials will be sent by prepaid ordinary mail addressed to each registered $12.$ Securityholder at his or her address appearing in the records of Gatling, or by delivery of same by personal delivery courier service or by electronic transmission to any such Securityholder who identifies himself or herself to the satisfaction of Gatling and who requests or accepts such electronic transmission.

• The Meeting Materials will be sent by prepaid ordinary mail addressed to each Gatling $13.$ director and to Gatling's auditor at his, her or its address as it appears on the records of Gatling or by delivery of same by personal delivery courier service or by electronic transmission to any such director or auditor who identifies himself, herself or itself to the satisfaction of Gatling and who requests or accepts such electronic transmission.

• Substantial compliance with paragraphs 11 to 13 will constitute good and sufficient notice 14. of the Meeting and delivery of the Meeting Materials.

• The accidental failure or omission by Gatling to give notice of the Meeting or non-receipt $15.$ of such notice shall not constitute a breach of the Interim Order or a defect in the calling of the Meeting and shall not invalidate any resolution passed or taken at the Meeting provided that the Meeting meets Gatling's quorum requirements, as set out in paragraphs 5 and 6.

• $16.$ The Meeting Materials are hereby deemed to represent sufficient and adequate disclosure including for the purposes of section 290 of the BCBCA, and Gatling shall not be required to send to the Securityholders any other or additional information pursuant to section 290 of the BCBCA or otherwise.

DEEMED RECEIPT OF MEETING MATERIALS

• $17.$ The Meeting Materials and any amendments, modifications, updates or supplements thereto will be deemed, for the purposes of this Interim Order, to have been received:
  • (a) in the case of mailing, at the time specified in the articles of Gatling, being the day, Saturdays, Sundays and holidays excepted, following the date of mailing;
  • (b) in the case of courier delivery, two days after acceptance by the courier service;
  • (c) in the case of a beneficial Securityholder two days after delivery thereof to intermediaries or registered nominees; and
  • (d) in the case of delivery by electronic transmission directly, on the day of delivery or transmission of same.
• Notice of any amendments, modifications, updates or supplements to any of the 18. information provided in the Meeting Materials may be communicated, at any time prior to the Meeting, to the Securityholders by press release, news release, newspaper advertisement, in which case such notice will be deemed to have been received at the time of publication, or by notice sent by any of the means set forth in paragraph 17, as determined to be the most appropriate method of communication by the Petitioner.

PERMITTED ATTENDEES

The persons entitled to attend the Meeting will be the registered Securityholders, the $19.$ officers, directors, and advisors of Gatling, the officers, directors and advisors of MAG and such other persons who receive the consent of the Chairman of the Meeting.

VOTING AT THE MEETING

The only persons permitted to vote at the Meeting will be registered Securityholders 20. appearing on the records of Gatling as of the Record Date and their valid proxy holders as described in the Information Circular and as determined by the Chairman of the Meeting upon consultation with the Scrutineer (as defined below) and legal counsel to Gatling.

ADJOURNMENT OF MEETING

• $21.$ Subject to the terms of the Arrangement Agreement, if Gatling deems advisable and notwithstanding the provisions of the BCBCA or the articles of Gatling, Gatling is specifically authorized to adjourn or postpone the Meeting on one or more occasions without the necessity of first convening the Meeting or first obtaining any vote of the Securityholders respecting the adjournment or postponement and without the need for approval of the Court, provided that the Securityholders have due notice given by press release prior to the time called for the start of the Meeting.
• The Record Date for Securityholders entitled to notice of and to vote at the Meeting will 22. not change in respect of adjournments or postponements of the Meeting.

AMENDMENTS

Gatling is authorized to make such amendments, revisions or supplements to the Plan of 23. Arrangement as it may determine, provided it has obtained any required consents under the Arrangement Agreement or otherwise, and the Plan of Arrangement as so amended, revised or supplemented will be the Plan of Arrangement which is submitted to the Meeting and which will thereby become the subject of the Arrangement Resolution.

SCRUTINEER

1. A representative of Computershare Investor Services Inc. or such other person as may be designated by Gatling, will be authorized to act as scrutineer for the Meeting (the "Scrutineer").

PROXY SOLICITATION

• $25.$ Gatling is authorized to use the form of proxy, and letter of transmittal in connection with the Meeting, in substantially the same form as attached as Exhibit "B" to the Cesarone Affidavit #1 and Gatling may in its discretion waive generally the time limits for deposit of proxies by the Securityholders if Gatling deems it reasonable to do so. Gatling is authorized, at its expense, to solicit proxies, directly and through its officers, directors and employees, and through such agents or representatives as it may retain for the purpose, and by mail or such other forms of personal or electronic communication as it may determine.
• 1. The procedure for the use of proxies at the Meeting will be as set out in the Meeting Materials. Gatling may in its discretion waive the time limits for the deposit of proxies by the Securityholders if Gatling deems it advisable to do so, such waiver to be endorsed on the proxy by the initials of the Chair of the Meeting.

DISSENT RIGHTS

1. Registered Shareholders will, as set out in the Plan of Arrangement, be permitted to dissent from the Arrangement Resolution in accordance with the dissent procedures set forth in Part 8 – Division 2 of the BCBCA, as modified by the terms of this Interim Order and the Plan of Arrangement, provided that the written notice (the "Dissent Notice") setting forth the objection of such registered Shareholder to the Arrangement and exercise of Dissent Rights must be received by Gatling not later than 2:00 p.m. (Vancouver time) on the Business Day that is two Business Days before the Meeting or two days immediately preceding any date to which the Meeting may be postponed or adjourned at the following address: c/o Cozen O'Connor LLP, Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5, Canada (Attention: Lucy Schilling) or by email to Ischilling@cozen.com. A dissenting Shareholder must not have voted his, her or its Gatling Shares at the Meeting, either by proxy or in person, in favour of the Arrangement

Resolutions. The exercise of dissent rights must otherwise comply with the requirements of Part 8 - Division 2 of the BCBCA, as modified by the Plan of Arrangement, this Interim Order and the Final Order

• 1. Registered Shareholders will be the only Shareholders entitled to exercise rights of dissent. A beneficial holder of Gatling Shares registered in the name of a broker, custodian, trustee, nominee or other intermediary who wishes to dissent must make arrangements for the registered Shareholder to dissent on behalf of the beneficial holder of Gatling Shares or, alternatively, make arrangements to become a registered Shareholder.
• Notice to the Shareholders of their right of dissent with respect to the Arrangement 29. Resolutions and to receive, subject to the provisions of the BCBCA and the Plan of Arrangement, the fair value of their Gatling Shares, shall be given by including information with respect to this right in the Information Circular to be sent to Shareholders in accordance with this Order.
• Neither Gatling nor MAG, nor any other person, will be required to recognize a $30.$ Shareholder who has validly dissented as a registered or beneficial shareholder of Common Shares at or after the effective time of the Arrangement (the "Effective Time"), and at the Effective Time, the names of such registered Shareholders will be deleted from the central securities register of Gatling.
• Subject to further order of this Court, the rights available to the Shareholders under the $31.$ BCBCA and the Plan of Arrangement to dissent from the Arrangement will constitute full and sufficient Dissent Rights for the Shareholders with respect to the Arrangement.

DELIVERY OF COURT MATERIALS

• Gatling will include in the Meeting Materials a copy of this Interim Order and the Notice of 32. Hearing of Petition for Final Order (the "Court Materials") and will make available to any Shareholders requesting same, a copy of each of the Application herein, the Petition herein and the accompanying Cesarone Affidavit #1.
• Delivery of the Court Materials with the Meeting Materials in accordance with this Interim 33, Order will constitute good and sufficient service or delivery of such Court Materials upon

all persons who are entitled to receive the Court Materials pursuant to this Interim Order or who are otherwise entitled to receive notice of these proceedings and no other form of service or delivery need be made and no other material need be served on or delivered to such persons in respect of these proceedings.

FINAL APPROVAL HEARING

• Upon the approval, with or without variation, of the Securityholders of the Plan of 34. Arrangement in the manner set forth in this Interim Order, Gatling may apply for an order of this Court (i) approving the Plan of Arrangement pursuant to section 291(4)(a) of the BCBCA and (ii) determining that the Arrangement is substantively and procedurally fair and reasonable to the Shareholders pursuant to section 291(4)(c) of the BCBCA (collectively, the "Final Order") at 9:45 a.m. on May 17, 2022 by Microsoft Teams or such later date as counsel for Gatling may determine or be heard. The hearing of the Petition is hereby adjourned to May 17, 2022.
• Any Securityholder or any other person has the right to appear (either in person or by 35. counsel) and make submissions at the hearing of the application for the Final Order provided that such person or entity (other than the Petitioner and MAG) shall file a Response to Petition (a "Response"), in the form prescribed by the British Columbia Supreme Court Civil Rules, with this Court and deliver a copy of the filed Response together with a copy of all materials on which such person or entity intends to rely at the application for the Final Order, including an outline of such person's or entity's proposed submissions to the solicitors for the Petitioner at Cozen O'Connor Bentall 5, 550 Burrard Street, Suite 1008, Vancouver, B.C. V6C 2B5, Attention: Rebecca Sim at or before 4:00 p.m. (Vancouver time) on May 13, 2022.
• 1. If the application for the Final Order is adjourned, only those persons who have filed and delivered a Response, in accordance with the preceding paragraph of this Interim Order, need to be served with notice of the adjourned date.
• $37.$ The Petitioner shall not be required to comply with Rules 8-1 and $16-1(8)$ - $(12)$ of the Supreme Court Civil Rules in relation to the hearing for the Final Order approving the Plan of Arrangement.

VARIANCE

Gatling is at liberty to apply to this Honourable Court to vary the Interim Order or to seek 38. advice and direction with respect to the Plan of Arrangement or any of the matters related to the Interim Order.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT:

Rebecca Sim Lawyer for the Petitioner

By the Court.

Registrar

No. Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING GATLING EXPLORATION INC. and MAD SILVER CORP.

GATLING EXPLORATION INC.

PETITIONER

ORDER MADE AFTER APPLICATION

COZEN O'CONNOR LLP

Bentall 5 550 Burrard Street Suite 1008 Vancouver, BC V6C 2B5

Rebecca Sim Tel: 236-317-5563 Email: rsim@cozen.com Lawyers for the Petitioner SCHEDULE B

$\mathcal{F}^{\mathcal{E}}$

FINAL ORDER

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$\sim$

No. Vancouver Registry

IN THE SUPREME COURT OF BRITISH COLUMBIA

IN THE MATTER OF SECTION 288 OF THE BRITISH COLUMBIA BUSINESS CORPORATIONS ACT, S.B.C. 2002, C.57, AS AMENDED.

AND

IN THE MATTER OF A PROPOSED ARRANGEMENT INVOLVING GATI ING EXPLORATION INC. and MAG SILVER CORP.

GATLING EXPLORATION INC.

PETITIONER

ON THE APPLICATION of the Petitioner, Gatling Exploration Inc. ("Gatling"), filed on April 7, 2022 for a Final Order under section 291 of the British Columbia Business Corporations Act, S.B.C. 2002, c. 57, as amended (the "BCBCA") in connection with an arrangement under Section 288 of the BCBCA, coming on for hearing by Microsoft Teams at 800 Smithe Street, Vancouver, British Columbia on May 17, 2022, and on hearing Rebecca Sim, counsel for Gatling and no one appearing on behalf of any holders of common shares of Gatling (the "Gatling Shareholders"), holders of options to purchase common shares of Gatling (together, with the Gatling Shareholders, "Gatling Securityholders"), or any other affected person, and UPON READING the Affidavit #1 of Carrie Cesarone made on April 7, 2022, and the Affidavit #2 of Carrie Cesarone made on May __, 2022, and UPON IT APPEARING that notice of the time and place of hearing this application was given to the Gatling Securityholders; AND UPON the requisite approval of the Gatling Securityholders having been obtained at the Meeting of Gatling held on May 13, 2022; AND UPON CONSIDERING the procedural and substantive fairness to the parties affected thereby of the terms and conditions of the arrangement (the "Arrangement); AND UPON BEING INFORMED that it is the intention of the parties to rely on Section 3(a)(10) of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and that the declaration of the fairness of, and the approval of, the Arrangement contemplated in the plan of arrangement (the "Plan of Arrangement") attached hereto as Schedule "A" by this Honourable Court will serve as the basis for an

exemption from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof, for the issuance and exchange of securities of MAG Silver Corp. ("MAG") in connection with the Arrangement;

THIS COURT ORDERS that:

• Pursuant to the provisions of s. 291(4) of the BCBCA, the Arrangement as provided $1.$ for in the Plan of Arrangement, including the terms and conditions thereof and the issuances and exchanges of securities contemplated therein, is procedurally and substantively fair and reasonable to the Gatling Securityholders.
• The Arrangement as provided for in the Plan of Arrangement be and hereby is $2.$ approved pursuant to the provisions of s. 291(4)(a) of the BCBCA.
• $3.$ The Arrangement shall be implemented in the manner and sequence set forth in the Plan of Arrangement, and pursuant to ss. 291, 292, and 296 of the BCBCA, the Arrangement will take effect as of the Effective Time, as defined in the Plan of Arrangement.
• The Arrangement as set forth in the Plan of Arrangement shall be binding on $\overline{4}$ . Gatling and the Gatling Securityholders, upon the taking effect of the Arrangement pursuant to s. 297 of the BCBCA.
• 1. Gatling and MAG shall be at liberty to seek leave to vary this Order, to seek the direction of this Court as to the implementation of this Order or to apply for such further order or orders as may be appropriate.
• The endorsement of this order by anyone other than counsel for the Petitioner is $6.$ dispensed with.

THE FOLLOWING PARTIES APPROVE THE FORM OF THIS ORDER AND CONSENT TO EACH OF THE ORDERS, IF ANY, THAT ARE INDICATED ABOVE AS BEING BY CONSENT.

Signature of Lawyer for Petitioner Rebecca Sim

By the Court

Registrar

SCHEDULE A

PLAN OF ARRANGEMENT

UNDER THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

APPENDIX D

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1 INTERPRETATION

$1.1$ Definitions

In the Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

• "1933 Act" means the United States Securities Act of 1933, as amended; $(a)$
• "Arrangement" means the arrangement under the provisions of Section 288 of $(b)$ the BCBCA, on the terms and conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 7.1 of the Arrangement Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Gatling and MAG, each acting reasonably;
• "Arrangement Agreement" means the agreement made as of March 10, 2022 $(c)$ between Gatling and MAG, including the schedules thereto, as the same may be supplemented or amended from time to time prior to the Effective Date:
• $(d)$ "Arrangement Resolutions" means the resolutions of the Gatling Securityholders approving the Arrangement to be considered at the Gatling Meeting:
• "BCBCA" means the Business Corporations Act (British Columbia) including all $(e)$ requiations made thereunder, as promulgated or amended from time to time;
• $(f)$ "Business Day" means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;
• "Court" means the Supreme Court of British Columbia; $(g)$
• "Depositary" means any trust company, bank or other financial institution agreed $(h)$ to in writing by each of the Parties for the purpose of, among other things, exchanging certificates representing Gatling Shares for the Share Consideration in connection with the Arrangement;
• "Dissent Rights" has the meaning ascribed thereto in Section 4.1 of the Plan of $(i)$ Arrangement;
• $(i)$ "Dissenting Gatling Shareholder" means a registered holder of Gatling Shares as of the record date of the Gatling Meeting that has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolutions in strict compliance

with the Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

• "Dissenting Shares" means the Gatling Shares held by Dissenting Gatling $(k)$ Shareholders in respect of which such Dissenting Gatling Shareholders has duly and validly exercised Dissent Rights in strict compliance with Section 4.1 of the Plan of Arrangement and the Interim Order;

• "Effective Date" means the date upon which the Arrangement becomes effective $(1)$ as set out in the certificate executed by the Parties pursuant to Section 5.5 of the Arrangement Agreement;

• "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or $(m)$ such other time as Gatling and MAG may agree upon in writing;

• "Encumbrance" means any mortgage, hypothec, pledge, assignment, charge, $(n)$ 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;

• $(o)$ "Exchange Ratio" means 0.0170627;

• "Final Order" means the final order of the Court, , after being informed of the $(p)$ intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the Consideration Shares and Replacement Options to Gatling Securityholders that are in the United States or U.S. Persons, pursuant to Section 291 of the BCBCA made in connection with the approval of the Arrangement, including all amendments thereto made prior to the Effective Time, in a form acceptable to both Gatling and MAG, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Gatling and MAG, 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 on appeal (provided that any such amendment is acceptable to both Gatling and MAG, each acting reasonably);

• "Former Gatling Shareholders" means, at and following the Effective Time, the $(q)$ holders of Gatling Shares immediately prior to the Effective Time;

• "Gatling" means Gatling Exploration Inc., a corporation incorporated under the $(r)$ Laws of the Province of British Columbia;

• "Gatling Meeting" means the special meeting of the Gatling Securityholders, $(s)$ including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolutions;

• "Gatling Option" means an option to acquire an Gatling Share granted pursuant $(t)$ to the Stock Option Plan which is outstanding and unexercised immediately prior to the Effective Time, whether or not vested;

• "Gatling Optionholder" means a holder of one or more Gatling Options; $(u)$

• $(v)$ "Gatling Option In-The-Money Amount" in respect of a Gatling Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the aggregate Gatling Shares that a holder is entitled to acquire on exercise of such Gatling Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Gatling Shares:

• $(w)$ "Gatling Securityholders" means, together, the Gatling Shareholders and the Gatling Optionholders:

• "Gatling Shareholder" means a holder of one or more Gatling Shares; $(x)$

• "Gatling Shares" means the common shares without par value in the capital of $(y)$ Gatling;

• "Gatling Share Letter of Transmittal" means the letter of transmittal to be $(z)$ delivered by Gatling to the Gatling Shareholders providing for the delivery of Gatling Shares to the Depositary;

• $(aa)$ "Governmental Entity" means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body or arbitrator, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSX-V, the TSX and the NYSE American:

• $(bb)$ "holder", when used with reference to any securities of Gatling, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Gatling in respect of such securities;

• $(cc)$ "Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the Consideration Shares and Replacement Options to Gatling Securityholders that are in the United States or U.S. Persons, contemplated by Section 2.2 of this Agreement and made pursuant to Section 291 of the BCBCA, in a form acceptable to both Gatling and MAG, each acting reasonably, providing for, among other things, the calling and holding of the Gatling Meeting, as the same may be amended by the Court with the consent of Gatling and MAG, each acting reasonably;

• "MAG" means MAG Silver Corp., a corporation incorporated under the laws of $(dd)$ the Province of British Columbia:

• "MAG Shares" means common shares in the capital of MAG; $(ee)$

• $(ff)$ "NYSE American" means the NYSE American stock exchange;

• $(gg)$ "Plan of Arrangement" means this plan of arrangement, including any appendices hereto, and any amendments, modifications or supplements hereto made from time to time in accordance with the terms hereof or made at the

direction of the Court in the Final Order, with the consent of Gatling and MAG, each acting reasonably;

• $(hh)$ "Replacement Option" has the meaning specified in Section 3.1(c);
• "Replacement Option In-The-Money Amount" in respect of a Replacement $(ii)$ Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the aggregate MAG Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such MAG Shares;
• "Share Consideration" means, in respect of each Gatling Share, 0.0170627 of $(ii)$ an MAG Share:
• "Stock Option Plan" means the "rolling 10%" stock option plan of Gatling most $(kk)$ recently re-approved by the Gatling Shareholders on December 9, 2021;
• $(1)$ "Tax Act" means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended;
• "U.S. Person" has the meaning ascribed to such term in Rule 902(k) of $(mm)$ Regulation S under the 1933 Act; and
• "U.S. Tax Code" means the United States Internal Revenue Code of 1986, as $(nn)$ amended.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

$1.2$ Interpretation Not Affected by Headings, etc.

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

$1.3$ Number

In the Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

$1.4$ Date of Any Action

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

$1.5$ Time

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

$1.6$ Currency

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

Article 2 EFFECT OF THE ARRANGEMENT

$2.1$ Arrangement Agreement

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

$2.2$ Binding Effect

The Plan of Arrangement will become effective at the Effective Time and shall be binding upon MAG, Gatling, the Gatling Shareholders (including, for certainty, Dissenting Gatling Shareholders), the Gatling Optionholders and the Depositary.

Article 3 ARRANGEMENT

$3.1$ 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, in each case without any further authorization, act or formality of or by Gatling, MAG or any other person:

• each Gatling Share held by a Dissenting Gatling Shareholder shall be deemed to $(a)$ be acquired by Gatling from the Dissenting Gatling Shareholder, without any further act or formality on its part, free and clear of all Encumbrances, in consideration for a debt claim against Gatling for an amount determined and payable in accordance with Article 4 hereof, and:

  • such Dissenting Gatling Shareholders shall cease to be the holders of $(i)$ such Gatling Shares and to have any rights as holders of such Gatling Shares, other than the right to be paid fair value for such Gatling Shares (with Gatling funds not directly or indirectly provided by MAG or any affiliate of MAG), as set out in Article 4 hereof;
  • such Dissenting Gatling Shareholders' names shall be removed as the $(ii)$ holders of such Gatling Shares from the register of Gatling Shares maintained by or on behalf of Gatling; and
  • $(iii)$ such Gatling Shares shall be cancelled and returned to treasury;

• $(b)$ each Gatling Share outstanding (other than Gatling Shares held by a Dissenting Gatling Shareholder, MAG or any Subsidiary of MAG) shall be transferred to MAG in exchange for the Share Consideration, and:

  • the holders of such Gatling Shares shall cease to be the holders thereof $(i)$ and to have any rights as holders of such Gatling Shares, other than the right to receive the Share Consideration in respect of such Gatling Shares in accordance with the Plan of Arrangement;
  • $(ii)$ such holders' names shall be removed as the holders of such Gatling Shares from the register of Gatling Shares maintained by or on behalf of Gatling; and
  • $(iii)$ MAG shall be deemed to be the transferee of such Gatling Shares, free and clear of all Encumbrances, and shall be entered in the register of Gatling Shares maintained by or on behalf of Gatling as the holder of such Gatling Shares;

• each Gatling Option outstanding immediately prior to the Effective Time (whether $(c)$ vested or unvested) will cease to represent an option or other right to acquire Gatling Shares and will be exchanged for a fully vested option (a "Replacement Option") to purchase from MAG such number of MAG Shares equal to (A) that number of Gatling Shares that were issuable upon exercise of such Gatling Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded to the nearest whole number of MAG Shares, at an exercise price per MAG Share equal to the quotient determined by dividing: (X) the exercise price per Gatling Share at which such Gatling Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, conditions to and manner of exercising, shall be the same as the Gatling Option for which it was exchanged, and any certificate or option agreement previously evidencing the Gatling Option shall thereafter evidence and be deemed to evidence such Replacement Option. The term of any such Replacement Option, when issued, shall extend to the expiry date of the original Gatling Option granted, notwithstanding any termination of the holder of the Replacement Option at or after the Effective Time. Notwithstanding any of the foregoing, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Gatling Option for a Replacement Option, and accordingly, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to this last sentence of Section 3.1(c)) in respect of a Replacement Option exceeds the Gatling Option In-The-Money Amount in respect of the Gatling Option for which it is exchanged, then the exercise price per MAG Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount (for greater certainty, after taking into account this last sentence of Section 3.1(c)) in respect of the Replacement Option does not exceed the Gatling Option In-The-Money Amount in respect of such Gatling Option. It is further intended that each Gatling Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and this Section 3.1(c) will be construed consistently with such intent;

• $(d)$ the Stock Option Plan shall be terminated; and

• the exchanges and cancellations provided for in this Section 3.1 will be deemed $(e)$ to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

$3.2$ Post Effective Time Procedures

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

No Fractional MAG Shares $3.3$

In no event shall any holder of Gatling Shares be entitled to a fractional MAG Share. Where the aggregate number of MAG Shares to be issued to an Gatling Shareholder as consideration under or as a result of this Arrangement would result in a fraction of a MAG Share being issuable, the number of MAG Shares to be received by such Gatling Shareholder shall be rounded to the nearest whole MAG Share and no Former Gatling Shareholder will be entitled to any compensation in respect of a fractional MAG Share.

$3.4$ U.S. Securities Laws.

The Arrangement shall be carried out such that the issuance of the Share Consideration to Gatling Shareholders in exchange for Gatling Shares qualifies in the United States for the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10) Exemption") and applicable U.S. state securities Laws in reliance upon similar exemptions under applicable U.S. state securities Laws, and shall be without trading restrictions under the 1933 Act (other than those that would apply under the 1933 Act to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined in Rule 144 of the 1933 Act) of MAG).

Article 4 DISSENT RIGHTS

Rights of Dissent $4.1$

$(a)$ Pursuant to the Interim Order, each registered Gatling Shareholder as of the record date for the Gatling Meeting may exercise rights of dissent with respect to all Gatling Shares held by such holder as a registered holder thereof as of such date in connection with the Arrangement ("Dissent Rights") pursuant to Section 238 of the BCBCA and in strict compliance with the procedures set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolutions contemplated by Section 242 of the BCBCA must be sent to and received by Gatling not later than 5:00 p.m. on the Business Day that is two Business Days before the Gatling Meeting. Gatling Shareholders who duly exercise such rights of dissent and who:

• are ultimately determined to be entitled to be paid fair value from $(i)$ Gatling, for the Dissenting Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be deemed to have irrevocably transferred such Dissenting Shares to Gatling pursuant to Section 3.1(a) in consideration of such fair value to be paid by Gatling (with Gatling funds not directly or indirectly provided by MAG or any affiliate of MAG); or
• are ultimately not entitled, for any reason, to be paid fair value for the $(ii)$ Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as an Gatling Shareholder who has not exercised Dissent Rights and be entitled to receive only the consideration set forth in Section 3.1(b) that such holder would have received if such holder had not exercised Dissent Rights;
• In no case will Gatling, MAG or any other person be required to recognize any $(b)$ holder of Gatling Shares who exercises Dissent Rights as a holder of Gatling Shares after the completion of the steps set forth in Section 3.1(a), and each such Gatling Shareholder who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the completion of the steps set forth in Section 3.1(a)) will cease to be entitled to the rights of an Gatling Shareholder in respect of the Gatling Shares in relation to which such Gatling Shareholder has exercised Dissent Rights and the central securities register of Gatling will be amended to reflect that such former holder is no longer the holder of such Gatling Shares as and from the completion of the steps in Section 3.1(a).
• In addition to any other restrictions set forth in the BCBCA, none of the following $(c)$ shall be entitled to exercise Dissent Rights: (i) Gatling Optionholders; (iii) Gatling Shareholders who vote, or instruct a proxyholder to vote, in favour of the Arrangement Resolutions; and (iv) beneficial holders of Gatling Shares.

Article 5 DELIVERY OF CERTIFICATES

$5.1$ Delivery of Share Consideration

As soon as practicable following the later of the Effective Date and the surrender $(a)$ to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding Gatling Shares that were transferred under Section 3.1(b), together with a duly completed Gatling Share Letter of Transmittal and such additional documents and instruments as the Depositary and MAG may reasonably require the former holder of such Gatling Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, a certificate representing MAG Shares that such holder is entitled to receive in accordance with Section 3.1(b) hereof, less any amounts withheld pursuant to Section 5.4.

• Subject to Section 5.3, until surrendered as contemplated by this Section 5.1, $(b)$ each certificate which immediately prior to the Effective Time represented Gatling Shares will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a certificate representing MAG Shares that the holder of such certificate is entitled to receive in accordance with Section 3.1(b) hereof, less any amounts withheld pursuant to Section 5.4.
• Gatling and MAG will cause the Depositary, as soon as a Former Gatling $(c)$ Shareholder becomes entitled to the Share Consideration in accordance with Section 3.1(b), to:
  • forward or cause to be forwarded by first class mail (postage paid) to $(i)$ such former holder at the address specified in the Gatling Share Letter of Transmittal:
  • if requested by such former holder in the Gatling Share Letter of $(ii)$ Transmittal make available at the offices of the Depositary specified in the Gatling Share Letter of Transmittal; or
  • if the Gatling Share Letter of Transmittal neither specifies an address as $(iii)$ described in Section 5.1(c)(i) nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of Gatling immediately prior to the Effective Time,

a certificate representing the Share Consideration to such Former Gatling Shareholder in accordance with the provisions hereof.

No holder of Gatling Shares or Gatling Options shall be entitled to receive any $(d)$ consideration or entitlement with respect to such Gatling Shares or Gatling Options, other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1, and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

$5.2$ Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Gatling Shares that were acquired by MAG or Gatling pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Gatling Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a certificate representing MAG Shares to which the former holder of such Gatling Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder's Gatling Share Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Gatling Shares will, as a condition precedent to the delivery of such Share Consideration, give a bond satisfactory to MAG and the Depositary in such sum as MAG may direct or otherwise indemnify MAG and Gatling in a manner satisfactory to MAG against any

claim that may be made against MAG or Gatling with respect to the certificate alleged to have

$5.3$ Extinction of Rights

been lost, stolen or destroyed.

If any Former Gatling Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 5.1 or Section 5.2 in order for such Former Gatling Shareholder to receive the Share Consideration which such former holder is entitled to receive pursuant to Section 3.1, on or before the second anniversary of the Effective Date, on the second anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to MAG or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Gatling Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to MAG and will be cancelled. Neither Gatling nor MAG, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Gatling or MAG or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

$5.4$ Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to MAG Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Gatling Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable law and to Section 5.5 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the MAG Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such MAG Shares.

5.5 Withholding Rights

Gatling, MAG and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Gatling Securityholder under the Plan of Arrangement (including any payment to Dissenting Gatling Shareholders) such amounts as Gatling, MAG or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Gatling, MAG or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Gatling, MAG or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Gatling Shares or MAG Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

5.6 Encumbrances

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

5.7 Paramountcy

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

Article 6 AMENDMENTS

Amendments to Plan of Arrangement $6.1$

• Gatling and MAG reserve the right to amend, modify and/or supplement the Plan $(a)$ 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 Gatling and MAG, each acting reasonably, (iii) filed with the Court and, if made following the Gatling Meeting, approved by the Court, and (iv) communicated to or approved by the Gatling Securityholders if and as required by the Court.
• $(b)$ Any amendment, modification or supplement to the Plan of Arrangement may be proposed by Gatling at any time prior to the Gatling Meeting (provided that MAG has consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Gatling Meeting (other than as may be required under the Interim Order), will become part of the Plan of Arrangement for all purposes.
• Any amendment, modification or supplement to the Plan of Arrangement that is $(c)$ approved or directed by the Court following the Gatling Meeting will be effective only if such amendment, modification or supplement (i) is consented to by each of Gatling and MAG (in each case acting reasonably), and (ii) if required by the Court or applicable law, is consented to by some or all, applicable, of the Gatling Securityholders or Gatling Shareholders, as applicable, voting in the manner directed by the Court.
• $(d)$ Any amendment, modification or supplement to the Plan of Arrangement may be made following the Effective Date unilaterally by MAG provided that it concerns a matter which, in the reasonable opinion of MAG, is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement and is not adverse to the financial or economic interests of any Former Gatling Shareholder.
• The Plan of Arrangement may be withdrawn prior to the Effective Time in $(e)$ accordance with the terms of the Arrangement Agreement.

$D-12$

Article 7 FURTHER ASSURANCES

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

APPENDIX D

PLAN OF ARRANGEMENT

PLAN OF ARRANGEMENT UNDER DIVISION 5 OF PART 9 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Article 1 INTERPRETATION

1.1 Definitions

In the Plan of Arrangement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the respective meanings set out below and grammatical variations of those terms shall have corresponding meanings:

• (a) "1933 Act" means the United States Securities Act of 1933, as amended;
• (b) "Arrangement" means the arrangement under the provisions of Section 288 of the BCBCA, on the terms and conditions set out in the Plan of Arrangement, subject to any amendments or variations thereto made in accordance with Section 7.1 of the Arrangement Agreement or Article 6 of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Gatling and MAG, each acting reasonably;
• (c) "Arrangement Agreement" means the agreement made as of March 10, 2022 between Gatling and MAG, including the schedules thereto, as the same may be supplemented or amended from time to time prior to the Effective Date;
• (d) "Arrangement Resolutions" means the resolutions of the Gatling Securityholders approving the Arrangement to be considered at the Gatling Meeting;
• (e) "BCBCA" means the Business Corporations Act (British Columbia) including all regulations made thereunder, as promulgated or amended from time to time;
• (f) "Business Day" means any day, other than a Saturday, a Sunday or a statutory holiday in Vancouver, British Columbia;
• (g) "Court" means the Supreme Court of British Columbia;
• (h) "Depositary" means any trust company, bank or other financial institution agreed to in writing by each of the Parties for the purpose of, among other things, exchanging certificates representing Gatling Shares for the Share Consideration in connection with the Arrangement;
• (i) "Dissent Rights" has the meaning ascribed thereto in Section 4.1 of the Plan of Arrangement;
• (j) "Dissenting Gatling Shareholder" means a registered holder of Gatling Shares as of the record date of the Gatling Meeting that has duly and validly exercised the Dissent Rights in respect of the Arrangement Resolutions in strict compliance

with the Dissent Rights and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

• (k) "Dissenting Shares" means the Gatling Shares held by Dissenting Gatling Shareholders in respect of which such Dissenting Gatling Shareholders has duly and validly exercised Dissent Rights in strict compliance with Section 4.1 of the Plan of Arrangement and the Interim Order;

• (l) "Effective Date" means the date upon which the Arrangement becomes effective as set out in the certificate executed by the Parties pursuant to Section 5.5 of the Arrangement Agreement;

• (m) "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as Gatling and MAG may agree upon in writing;

• (n) "Encumbrance" means any mortgage, hypothec, 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;

• (o) "Exchange Ratio" means 0.0170627;

• (p) "Final Order" means the final order of the Court, , after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the Consideration Shares and Replacement Options to Gatling Securityholders that are in the United States or U.S. Persons, pursuant to Section 291 of the BCBCA made in connection with the approval of the Arrangement, including all amendments thereto made prior to the Effective Time, in a form acceptable to both Gatling and MAG, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both Gatling and MAG, 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 on appeal (provided that any such amendment is acceptable to both Gatling and MAG, each acting reasonably);

• (q) "Former Gatling Shareholders" means, at and following the Effective Time, the holders of Gatling Shares immediately prior to the Effective Time;

• (r) "Gatling" means Gatling Exploration Inc., a corporation incorporated under the Laws of the Province of British Columbia;

• (s) "Gatling Meeting" means the special meeting of the Gatling Securityholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolutions;

• (t) "Gatling Option" means an option to acquire an Gatling Share granted pursuant to the Stock Option Plan which is outstanding and unexercised immediately prior to the Effective Time, whether or not vested;

• (u) "Gatling Optionholder" means a holder of one or more Gatling Options;

• (v) "Gatling Option In-The-Money Amount" in respect of a Gatling Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the aggregate Gatling Shares that a holder is entitled to acquire on exercise of such Gatling Option immediately before the Effective Time exceeds the aggregate exercise price to acquire such Gatling Shares;

• (w) "Gatling Securityholders" means, together, the Gatling Shareholders and the Gatling Optionholders;

• (x) "Gatling Shareholder" means a holder of one or more Gatling Shares;

• (y) "Gatling Shares" means the common shares without par value in the capital of Gatling;

• (z) "Gatling Share Letter of Transmittal" means the letter of transmittal to be delivered by Gatling to the Gatling Shareholders providing for the delivery of Gatling Shares to the Depositary;

• (aa) "Governmental Entity" means any applicable (i) multinational, federal, provincial, territorial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body or arbitrator, commission, board, bureau or agency, whether domestic or foreign, (ii) any subdivision, agency, commission, board or authority of any of the foregoing, (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or (iv) any stock exchange, including the TSX-V, the TSX and the NYSE American;

• (bb) "holder", when used with reference to any securities of Gatling, means the holder of such securities shown from time to time in the central securities register maintained by or on behalf of Gatling in respect of such securities;

• (cc) "Interim Order" means the interim order of the Court, after being informed of the intention to rely upon the Section 3(a)(10) Exemption from registration under the 1933 Act in connection with the issuance of the Consideration Shares and Replacement Options to Gatling Securityholders that are in the United States or U.S. Persons, contemplated by Section 2.2 of this Agreement and made pursuant to Section 291 of the BCBCA, in a form acceptable to both Gatling and MAG, each acting reasonably, providing for, among other things, the calling and holding of the Gatling Meeting, as the same may be amended by the Court with the consent of Gatling and MAG, each acting reasonably;

• (dd) "MAG" means MAG Silver Corp., a corporation incorporated under the laws of the Province of British Columbia;

• (ee) "MAG Shares" means common shares in the capital of MAG;

• (ff) "NYSE American" means the NYSE American stock exchange;

• (gg) "Plan of Arrangement" means this plan of arrangement, including any appendices hereto, and any amendments, modifications or supplements hereto made from time to time in accordance with the terms hereof or made at the

direction of the Court in the Final Order, with the consent of Gatling and MAG, each acting reasonably;

• (hh) "Replacement Option" has the meaning specified in Section 3.1(c);
• (ii) "Replacement Option In-The-Money Amount" in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the aggregate MAG Shares that a holder is entitled to acquire on exercise of the Replacement Option immediately after the Effective Time exceeds the aggregate exercise price to acquire such MAG Shares;
• (jj) "Share Consideration" means, in respect of each Gatling Share, 0.0170627 of an MAG Share;
• (kk) "Stock Option Plan" means the "rolling 10%" stock option plan of Gatling most recently re-approved by the Gatling Shareholders on December 9, 2021;
• (ll) "Tax Act" means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended;
• (mm) "U.S. Person" has the meaning ascribed to such term in Rule 902(k) of Regulation S under the 1933 Act; and
• (nn) "U.S. Tax Code" means the United States Internal Revenue Code of 1986, as amended.

Any capitalized terms used but not defined herein shall have the meaning ascribed to such terms in the Arrangement Agreement. In addition, words and phrases used herein and defined in the BCBCA and not otherwise defined herein or in the Arrangement Agreement shall have the same meaning herein as in the BCBCA unless the context otherwise requires.

1.2 Interpretation Not Affected by Headings, etc.

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

1.3 Number

In the Plan of Arrangement, unless the context otherwise requires, words used herein importing the singular include the plural and vice versa.

1.4 Date of Any Action

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

1.5 Time

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

1.6 Currency

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

Article 2 EFFECT OF THE ARRANGEMENT

2.1 Arrangement Agreement

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

2.2 Binding Effect

The Plan of Arrangement will become effective at the Effective Time and shall be binding upon MAG, Gatling, the Gatling Shareholders (including, for certainty, Dissenting Gatling Shareholders), the Gatling Optionholders and the Depositary.

Article 3 ARRANGEMENT

3.1 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, in each case without any further authorization, act or formality of or by Gatling, MAG or any other person:

• (a) each Gatling Share held by a Dissenting Gatling Shareholder shall be deemed to be acquired by Gatling from the Dissenting Gatling Shareholder, without any further act or formality on its part, free and clear of all Encumbrances, in consideration for a debt claim against Gatling for an amount determined and payable in accordance with Article 4 hereof, and:

  • (i) such Dissenting Gatling Shareholders shall cease to be the holders of such Gatling Shares and to have any rights as holders of such Gatling Shares, other than the right to be paid fair value for such Gatling Shares (with Gatling funds not directly or indirectly provided by MAG or any affiliate of MAG), as set out in Article 4 hereof;
  • (ii) such Dissenting Gatling Shareholders' names shall be removed as the holders of such Gatling Shares from the register of Gatling Shares maintained by or on behalf of Gatling; and
  • (iii) such Gatling Shares shall be cancelled and returned to treasury;

• (b) each Gatling Share outstanding (other than Gatling Shares held by a Dissenting Gatling Shareholder, MAG or any Subsidiary of MAG) shall be transferred to MAG in exchange for the Share Consideration, and:

  • (i) the holders of such Gatling Shares shall cease to be the holders thereof and to have any rights as holders of such Gatling Shares, other than the right to receive the Share Consideration in respect of such Gatling Shares in accordance with the Plan of Arrangement;
  • (ii) such holders' names shall be removed as the holders of such Gatling Shares from the register of Gatling Shares maintained by or on behalf of Gatling; and
  • (iii) MAG shall be deemed to be the transferee of such Gatling Shares, free and clear of all Encumbrances, and shall be entered in the register of Gatling Shares maintained by or on behalf of Gatling as the holder of such Gatling Shares;

• (c) each Gatling Option outstanding immediately prior to the Effective Time (whether vested or unvested) will cease to represent an option or other right to acquire Gatling Shares and will be exchanged for a fully vested option (a "Replacement Option") to purchase from MAG such number of MAG Shares equal to (A) that number of Gatling Shares that were issuable upon exercise of such Gatling Option immediately prior to the Effective Time, multiplied by (B) the Exchange Ratio, rounded to the nearest whole number of MAG Shares, at an exercise price per MAG Share equal to the quotient determined by dividing: (X) the exercise price per Gatling Share at which such Gatling Option was exercisable immediately prior to the Effective Time, by (Y) the Exchange Ratio, rounded to the nearest whole cent. All other terms and conditions of such Replacement Option, including the term to expiry, conditions to and manner of exercising, shall be the same as the Gatling Option for which it was exchanged, and any certificate or option agreement previously evidencing the Gatling Option shall thereafter evidence and be deemed to evidence such Replacement Option. The term of any such Replacement Option, when issued, shall extend to the expiry date of the original Gatling Option granted, notwithstanding any termination of the holder of the Replacement Option at or after the Effective Time. Notwithstanding any of the foregoing, it is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of a Gatling Option for a Replacement Option, and accordingly, in the event that the Replacement Option In-The-Money Amount (for greater certainty, otherwise determined without regard to this last sentence of Section 3.1(c)) in respect of a Replacement Option exceeds the Gatling Option In-The-Money Amount in respect of the Gatling Option for which it is exchanged, then the exercise price per MAG Share of such Replacement Option will be increased accordingly with effect at and from the Effective Time by the minimum amount necessary to ensure that the Replacement Option In-The-Money Amount (for greater certainty, after taking into account this last sentence of Section 3.1(c)) in respect of the Replacement Option does not exceed the Gatling Option In-The-Money Amount in respect of such Gatling Option. It is further intended that each Gatling Option that is held by a holder who is subject to taxation in the United States will be exchanged for a Replacement Option in a manner compliant with Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and this Section 3.1(c) will be construed consistently with such intent;

• (d) the Stock Option Plan shall be terminated; and

• (e) the exchanges and cancellations provided for in this Section 3.1 will be deemed to occur on the Effective Date, notwithstanding that certain of the procedures related thereto are not completed until after the Effective Date.

3.2 Post Effective Time Procedures

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

3.3 No Fractional MAG Shares

In no event shall any holder of Gatling Shares be entitled to a fractional MAG Share. Where the aggregate number of MAG Shares to be issued to an Gatling Shareholder as consideration under or as a result of this Arrangement would result in a fraction of a MAG Share being issuable, the number of MAG Shares to be received by such Gatling Shareholder shall be rounded to the nearest whole MAG Share and no Former Gatling Shareholder will be entitled to any compensation in respect of a fractional MAG Share.

3.4 U.S. Securities Laws.

The Arrangement shall be carried out such that the issuance of the Share Consideration to Gatling Shareholders in exchange for Gatling Shares qualifies in the United States for the exemption from the registration requirements of the 1933 Act provided by Section 3(a)(10) of the 1933 Act (the "Section 3(a)(10) Exemption") and applicable U.S. state securities Laws in reliance upon similar exemptions under applicable U.S. state securities Laws , and shall be without trading restrictions under the 1933 Act (other than those that would apply under the 1933 Act to persons who are, have been within 90 days of the Effective Time, or, at the Effective Time, become affiliates (as defined in Rule 144 of the 1933 Act) of MAG).

Article 4 DISSENT RIGHTS

4.1 Rights of Dissent

(a) Pursuant to the Interim Order, each registered Gatling Shareholder as of the record date for the Gatling Meeting may exercise rights of dissent with respect to all Gatling Shares held by such holder as a registered holder thereof as of such date in connection with the Arrangement ("Dissent Rights") pursuant to Section 238 of the BCBCA and in strict compliance with the procedures set forth in Sections 242 to 247 of the BCBCA, all as modified by this Article 4 as the same may be modified by the Interim Order or the Final Order in respect of the Arrangement, provided that the written objection to the Arrangement Resolutions contemplated by Section 242 of the BCBCA must be sent to and received by Gatling not later than 5:00 p.m. on the Business Day that is two Business Days before the Gatling Meeting. Gatling Shareholders who duly exercise such rights of dissent and who:

• (i) are ultimately determined to be entitled to be paid fair value from Gatling, for the Dissenting Shares in respect of which they have exercised Dissent Rights, notwithstanding anything to the contrary contained in Section 245 of the BCBCA, will be deemed to have irrevocably transferred such Dissenting Shares to Gatling pursuant to Section 3.1(a) in consideration of such fair value to be paid by Gatling (with Gatling funds not directly or indirectly provided by MAG or any affiliate of MAG); or
• (ii) are ultimately not entitled, for any reason, to be paid fair value for the Dissenting Shares, will be deemed to have participated in the Arrangement, as of the Effective Time, on the same basis as an Gatling Shareholder who has not exercised Dissent Rights and be entitled to receive only the consideration set forth in Section 3.1(b) that such holder would have received if such holder had not exercised Dissent Rights;
• (b) In no case will Gatling, MAG or any other person be required to recognize any holder of Gatling Shares who exercises Dissent Rights as a holder of Gatling Shares after the completion of the steps set forth in Section 3.1(a), and each such Gatling Shareholder who exercise Dissent Rights (and have not withdrawn such exercise of Dissent Rights prior to the completion of the steps set forth in Section 3.1(a)) will cease to be entitled to the rights of an Gatling Shareholder in respect of the Gatling Shares in relation to which such Gatling Shareholder has exercised Dissent Rights and the central securities register of Gatling will be amended to reflect that such former holder is no longer the holder of such Gatling Shares as and from the completion of the steps in Section 3.1(a).
• (c) In addition to any other restrictions set forth in the BCBCA, none of the following shall be entitled to exercise Dissent Rights: (i) Gatling Optionholders; (iii) Gatling Shareholders who vote, or instruct a proxyholder to vote, in favour of the Arrangement Resolutions; and (iv) beneficial holders of Gatling Shares.

Article 5 DELIVERY OF CERTIFICATES

5.1 Delivery of Share Consideration

(a) As soon as practicable following the later of the Effective Date and the surrender to the Depositary for cancellation of a certificate that immediately prior to the Effective Time represented outstanding Gatling Shares that were transferred under Section 3.1(b), together with a duly completed Gatling Share Letter of Transmittal and such additional documents and instruments as the Depositary and MAG may reasonably require the former holder of such Gatling Shares shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder following the Effective Time, or make available for pick up at its offices during normal business hours, a certificate representing MAG Shares that such holder is entitled to receive in accordance with Section 3.1(b) hereof, less any amounts withheld pursuant to Section 5.4.

• (b) Subject to Section 5.3, until surrendered as contemplated by this Section 5.1, each certificate which immediately prior to the Effective Time represented Gatling Shares will be deemed after the Effective Time to represent only the right to receive from the Depositary upon such surrender a certificate representing MAG Shares that the holder of such certificate is entitled to receive in accordance with Section 3.1(b) hereof, less any amounts withheld pursuant to Section 5.4.
• (c) Gatling and MAG will cause the Depositary, as soon as a Former Gatling Shareholder becomes entitled to the Share Consideration in accordance with Section 3.1(b), to:
  • (i) forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address specified in the Gatling Share Letter of Transmittal;
  • (ii) if requested by such former holder in the Gatling Share Letter of Transmittal make available at the offices of the Depositary specified in the Gatling Share Letter of Transmittal; or
  • (iii) if the Gatling Share Letter of Transmittal neither specifies an address as described in Section 5.1(c)(i) nor contains a request as described in Section 5.1(c)(ii), forward or cause to be forwarded by first class mail (postage paid) to such former holder at the address of such former holder as shown on the applicable securities register maintained by or on behalf of Gatling immediately prior to the Effective Time,

a certificate representing the Share Consideration to such Former Gatling Shareholder in accordance with the provisions hereof.

(d) No holder of Gatling Shares or Gatling Options shall be entitled to receive any consideration or entitlement with respect to such Gatling Shares or Gatling Options, other than any consideration or entitlement to which such holder is entitled to receive in accordance with Section 3.1, and, for greater certainty, no such holder will be entitled to receive any interest, dividends, premium or other payment in connection therewith, other than any declared but unpaid dividends.

5.2 Loss of Certificates

In the event any certificate which immediately prior to the Effective Time represented any outstanding Gatling Shares that were acquired by MAG or Gatling pursuant to Section 3.1 has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the former holder of such Gatling Shares, the Depositary will deliver to such person or make available for pick up at its offices in exchange for such lost, stolen or destroyed certificate, a certificate representing MAG Shares to which the former holder of such Gatling Shares is entitled to receive pursuant to Section 3.1 hereof in accordance with such holder's Gatling Share Letter of Transmittal. When authorizing such payment in relation to any lost, stolen or destroyed certificate, the former holder of such Gatling Shares will, as a condition precedent to the delivery of such Share Consideration, give a bond satisfactory to MAG and the Depositary in such sum as MAG may

direct or otherwise indemnify MAG and Gatling in a manner satisfactory to MAG against any claim that may be made against MAG or Gatling with respect to the certificate alleged to have been lost, stolen or destroyed.

5.3 Extinction of Rights

If any Former Gatling Shareholder fails to deliver to the Depositary the certificates, documents or instruments required to be delivered to the Depositary under Section 5.1 or Section 5.2 in order for such Former Gatling Shareholder to receive the Share Consideration which such former holder is entitled to receive pursuant to Section 3.1, on or before the second anniversary of the Effective Date, on the second anniversary of the Effective Date (i) such former holder will be deemed to have donated and forfeited to MAG or its successor any Share Consideration held by the Depositary in trust for such former holder to which such former holder is entitled and (ii) any certificate representing Gatling Shares formerly held by such former holder will cease to represent a claim of any nature whatsoever and will be deemed to have been surrendered to MAG and will be cancelled. Neither Gatling nor MAG, or any of their respective successors, will be liable to any person in respect of any Share Consideration (including any consideration previously held by the Depositary in trust for any such former holder) which is forfeited to Gatling or MAG or delivered to any public official pursuant to any applicable abandoned property, escheat or similar law.

5.4 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to MAG Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate that, immediately prior to the Effective Time, represented outstanding Gatling Shares unless and until the holder of such certificate shall have complied with the provisions of Section 5.1 or Section 5.2 hereof. Subject to applicable law and to Section 5.5 hereof, at the time of such compliance, there shall, in addition to the delivery of a certificate representing the MAG Shares to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such MAG Shares.

5.5 Withholding Rights

Gatling, MAG and the Depositary will be entitled to deduct and withhold from any consideration otherwise payable to any Gatling Securityholder under the Plan of Arrangement (including any payment to Dissenting Gatling Shareholders) such amounts as Gatling, MAG or the Depositary is required to deduct and withhold with respect to such payment under the Tax Act, the U.S. Tax Code, and the rules and regulations promulgated thereunder, or any provision of any provincial, state, local or foreign tax law as counsel may advise is required to be so deducted and withheld by Gatling, MAG or the Depositary, as the case may be. For the purposes hereof, all such withheld amounts shall be treated as having been paid to the person in respect of which such deduction and withholding was made on account of the obligation to make payment to such person hereunder, provided that such deducted or withheld amounts are actually remitted to the appropriate Governmental Entity by or on behalf of Gatling, MAG or the Depositary, as the case may be. To the extent necessary, such deductions and withholdings may be effected by selling any Gatling Shares or MAG Shares to which any such person may otherwise be entitled under the Plan of Arrangement, and any amount remaining following the sale, deduction and remittance shall be paid to the person entitled thereto as soon as reasonably practicable.

5.6 Encumbrances

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

5.7 Paramountcy

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

Article 6 AMENDMENTS

6.1 Amendments to Plan of Arrangement

• (a) Gatling and MAG reserve the right to amend, modify and/or supplement the 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 Gatling and MAG, each acting reasonably, (iii) filed with the Court and, if made following the Gatling Meeting, approved by the Court, and (iv) communicated to or approved by the Gatling Securityholders if and as required by the Court.
• (b) Any amendment, modification or supplement to the Plan of Arrangement may be proposed by Gatling at any time prior to the Gatling Meeting (provided that MAG has consented thereto) with or without any other prior notice or communication and, if so proposed and accepted by the persons voting at the Gatling Meeting (other than as may be required under the Interim Order), will become part of the Plan of Arrangement for all purposes.
• (c) Any amendment, modification or supplement to the Plan of Arrangement that is approved or directed by the Court following the Gatling Meeting will be effective only if such amendment, modification or supplement (i) is consented to by each of Gatling and MAG (in each case acting reasonably), and (ii) if required by the Court or applicable law, is consented to by some or all, applicable, of the Gatling Securityholders or Gatling Shareholders, as applicable, voting in the manner directed by the Court.
• (d) Any amendment, modification or supplement to the Plan of Arrangement may be made following the Effective Date unilaterally by MAG provided that it concerns a matter which, in the reasonable opinion of MAG, is of an administrative nature required to better give effect to the implementation of the Plan of Arrangement and is not adverse to the financial or economic interests of any Former Gatling Shareholder.
• (e) The Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement.

Article 7 FURTHER ASSURANCES

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

March 10, 2022

Gatling Exploration Inc. Suite 1680 – 200 Burrard St. Vancouver, BC V6C 3L6

To the Special Committee of the Board of Directors (the "Special Committee") and the Board of Directors of Gatling Exploration Inc.

1. Introduction

Sprott Capital Partners LP ("Sprott Capital" or "we") understands that Gatling Exploration Inc. ("Gatling" or the "Company") intends to enter into an arrangement agreement substantially in the form that was provided to us on the date hereof (the "Arrangement Agreement") with MAG Silver Corp. ("MAG" or the "Acquiror") pursuant to which MAG will acquire all of the issued and outstanding common shares of Gatling (the "Shares") that it does not already own for share consideration by way of a court approved plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia).

2. Transaction

Under the terms of the Arrangement, (i) shareholders of Gatling (the "Shareholders") will receive 0.0170627 (the "Exchange Ratio") MAG common shares (the "Consideration") as consideration for each Share, and (ii) holders of Gatling options that are not exercised prior to the effective date of the Arrangement will receive fully vested replacement options of MAG, entitling them to receive, on exercise, common shares of MAG, adjusted as to quantity and exercise price to reflect the Exchange Ratio.

The terms and conditions of the Arrangement will be summarized in the Company's management information circular (the "Circular") to be mailed to Shareholders in connection with a special meeting of the Shareholders to be held to consider and, if deemed advisable, approve the Arrangement.

3. Sprott Capital's Role

By letter agreement dated March 7, 2022, the Special Committee of the Company retained Sprott Capital to act as financial advisor to the Special Committee (the "Engagement Agreement"). Pursuant to the Engagement Agreement, the Special Committee also requested that we prepare and deliver a written opinion addressed to the Special Committee and the Board of Directors (the "Opinion") as to whether the Consideration to be received by the Shareholders under the Arrangement Agreement is fair, from a financial point of view, to the Shareholders. No portion of Sprott Capital's fees under the Engagement Agreement is contingent on the completion of the Arrangement or any other transaction involving the Company, or on the conclusions reached herein. The Company has also agreed to reimburse Sprott Capital for its reasonable out-of-pocket expenses and to indemnify Sprott Capital in respect of certain liabilities that might arise out of our engagement.

4. Credentials of Sprott Capital

Sprott Capital is a limited partnership, the general manager of which is a wholly-owned subsidiary of Sprott Inc. Sprott Inc., with over US$20 billion in assets under management, is an alternative asset manager and a global leader in precious metal and real asset investments. Through its subsidiaries in Canada, the US and Asia, Sprott Inc. is dedicated to providing investors with specialized investment strategies that include exchange listed products, managed equities, lending and brokerage. The common shares of Sprott Inc. are listed on the New York Stock Exchange under the symbol (NYSE: SII) and Toronto Stock Exchange under the symbol (TSX: SII). For more information, please visit www.sprott.com. Sprott Capital is a member of the Investment Industry Regulatory Organization of Canada ("IIROC") and a member of the Canadian Investor Protection Fund. Sprott Capital's advisory services include the areas of mergers, acquisitions, divestments, restructurings and fairness opinions.

The Opinion expressed herein represents the opinion of Sprott Capital and the form and content of this Opinion have been approved by certain senior financial advisory professionals of Sprott Capital who have been involved in a number of transactions including the merger, acquisition and divestiture of publicly traded and private Canadian issuers and in providing fairness opinions and capital markets advice in respect of such transactions.

5. Independence of Sprott Capital

None of Sprott Capital, its affiliates or associates is an insider, associate or affiliate (within the meanings attributed to those terms in the Securities Act (British Columbia)) or a related entity of the Company or the Acquiror or any of their respective subsidiaries, associates or affiliates (collectively the "Interested Parties") except for Sprott Asset Management LP which holds 12.9% of the issued and outstanding Shares of Gatling and 5.2% of the issued and outstanding shares of MAG. Sprott Inc. has procedures in place to limit access to non public information between its divisions, and believes that no interaction has occurred between Sprott Capital and Sprott Asset Management LP.

Sprott Capital is not acting as an advisor, financial or otherwise, to any Interested Party in connection with the Arrangement other than to the Company pursuant to the Engagement Agreement or in connection with any other transaction. Other than acting as lead agent of a syndicate in respect of a financing completed by the Company in December 2020, Sprott Capital has not had any engagements involving the Interested Parties within the past twenty-four months.

There are no other understandings, agreements or commitments between Sprott Capital and any of the Interested Parties with respect to any current or future business dealings which would be material to the Opinion. Sprott Capital may, in the future in the ordinary course of business, seek to perform financial advisory and/or investment banking services for the Company or any one of its affiliates from time to time. In addition, as an investment dealer, Sprott Capital conducts research including on the securities of the Company and may, in the ordinary course of its business, provide research reports and investment advice to its clients on issuers and investment matters, including with respect to an Interested Party and/or the Arrangement.

6. Scope of Review

In connection with rendering the Opinion, Sprott Capital has reviewed and relied upon, or carried out, as applicable, among other things, the following:

• (a) A draft of the Arrangement Agreement received March 10, 2022 and the schedules attached thereto;
• (b) Consolidated annual financial statements, management's discussion and analysis and annual report of the Company for the fiscal years ended March 31, 2021 and March 31, 2020 together with the notes thereto and the auditors' reports thereon;
• (c) The Company's interim consolidated unaudited financial statements, and management's discussion and analysis for the periods ended December 31, 2021, September 30, 2021 and June 30, 2021;
• (d) Consolidated annual financial statements, management's discussion and analysis and annual report of the Acquiror for the fiscal years ended December 31, 2020 and December 31, 2019 together with the notes thereto and the auditors' reports thereon;
• (e) The Acquiror's interim consolidated unaudited financial statements, and management's discussion and analysis for the periods ended September 30, 2021, June 30, 2021 and March 31, 2021;
• (f) The Technical Report on the Larder Lake Project, Ontario, Canada with an effective date of September 2, 2021 prepared by SGS Geological Services;
• (g) The Technical Report on the Minera Juanicipio Property, Zacatecas State, Mexico with an effective date of October 21, 2017 and revised date of January 19, 2018 prepared by AMC Mining Consultants (Canada) Ltd.;
• (h) Certain public disclosure by the Company and Acquiror as filed on the System for Electronic Document Analysis and Retrieval, including press releases issued by the Company and Acquiror;
• (i) Certain public investor presentations and marketing materials prepared by the Company and Acquiror;
• (j) Various verbal and written conversations with management of the Company with regards to the operations, financial condition and corporate strategy of the Company;
• (k) Certain internal financial, operational, corporate and other information with respect to the Company,

including a financial model prepared by management of the Company as well as internal operating and financial projections and presentations prepared by management of the Company (and discussions with management with respect to such information, projections and presentations);

• (l) Selected public market trading statistics and financial information of the Company and other entities considered by us to be relevant;
• (m) Other public information relating to the business, operations and financial condition of the Company and the Acquiror considered by us to be relevant;
• (n) Other publicly available information relating to selected public companies considered by us to be relevant, including published reports by equity research analysts and industry reports;
• (o) Information with respect to selected precedent transactions considered by us to be relevant;
• (p) A certificate addressed to us dated as of the date hereof from two senior officers of the Company as to the completeness and accuracy of the Information (as hereinafter defined); and
• (q) Such other information, analyses, investigations, and discussions as we considered necessary or appropriate in the circumstances.

Sprott Capital did not meet with the independent auditors of the Company and with your permission, we have assumed the accuracy and fair presentation of, and relied upon, the audited financial statements of the Company and the reports of the auditors thereon and the interim unaudited financial statements of the Company. Sprott Capital has not, to the best of its knowledge, been denied access by the Company to any information requested by Sprott Capital.

7. Assumptions and Limitations

Our Opinion is subject to the assumptions, qualifications and limitations set forth herein. We have relied upon and have assumed the completeness, accuracy and fair representation of all 3, and this Opinion is conditional upon the completeness, accuracy and fairness of such Information. We have not been requested to, or attempted to, verify independently the accuracy, completeness or fairness of the Information.

Senior officers of the Company have represented to Sprott Capital that (i) the Information provided to Sprott Capital relating to the Company and the Arrangement was at the date the Information was provided, and is at the date hereof true, complete and correct in all material respects and not misleading in light of the circumstances under which they were made or presented and did not and does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the Information not misleading in light of the circumstances under which the Information was provided; and (ii) since the respective dates on which the Information was provided to Sprott Capital, there has been no material change (as such term is defined in the Securities Act (British Columbia) or new material fact, financial or otherwise, relating to the Arrangement, the financial condition, assets, liabilities (contingent or otherwise), business, affairs, operations or prospects of the Company or any of its subsidiaries, associates or affiliates or any change in any material fact or in any material element of any of the Information, or new material fact, any of which is of a nature as to render any portion of the Information untrue or misleading in any material respect or which could reasonably be expected to have a material effect on this Opinion.

In preparing the Opinion, we have assumed that the executed Arrangement Agreement will not differ in any material respect from the drafts that we reviewed, and that the Arrangement will be consummated in accordance with the terms and conditions of the Arrangement Agreement without waiver of, or amendment to, any term or condition that is in any way material to our analysis.

This Opinion is rendered on the basis of market, economic, financial and general business and other conditions of the Company prevailing as at the date hereof and as reflected in the Information made available to Sprott Capital. In our analyses and in connection with the preparation of our Opinion, we made numerous assumptions with respect to industry performance, general business, markets and economic conditions and other matters, many of which are beyond the control of any party involved in the Arrangement. In rendering this Opinion as of the date hereof, Sprott Capital has assumed that there are no undisclosed material facts relating to the Company, or their respective businesses, operations, capital or future prospects. Any changes therein may affect this Opinion and, although we reserve the right to change, withdraw or supplement this Opinion in such event or in the event that subsequent developments affect this Opinion, we disclaim any obligation to advise any person of any change that may come to our attention or to withdraw,

update, revise or reaffirm this Opinion after the date hereof.

The Opinion is provided to the Special Committee and the Board of Directors for its exclusive use only in considering the Arrangement and may not be used or relied upon by any other person or for any other purpose without our prior written consent. The Opinion does not constitute a recommendation as to how any Shareholder should vote or act on any matter relating to the Arrangement or a recommendation to the Special Committee to enter into the Arrangement Agreement. Except for the inclusion of the Opinion in its entirety and a summary thereof (in a form acceptable to us) in the Circular, the Opinion is not to be reproduced, disseminated, quoted from or referred to (in whole or in part) without our prior written consent.

In its analyses and in connection with the preparation of this Opinion, Sprott Capital made numerous assumptions with respect to industry performance, general business, market and economic conditions and other matters, many of which are beyond the control of any party involved in the Arrangement. While in the opinion of Sprott Capital, our assumptions used in preparing this Opinion are reasonable in the current circumstances, some or all of these assumptions may prove to be incorrect. Sprott Capital believes that the analyses and factors considered in arriving at this Opinion must be considered as a whole and are not amenable to partial analyses or summary description and that selecting portions of the analyses and the factors considered, without considering all factors and analyses together, could create a misleading view of the process employed and the conclusions reached. Any attempt to do so could lead to undue emphasis on any particular factor or analysis. In arriving at this Opinion, Sprott Capital has not attributed any particular weight to any specific analyses or factor but rather based this Opinion on a number of factors deemed appropriate by Sprott Capital based on Sprott Capital's experience in rendering such opinions. Accordingly, this Opinion should be read in its entirety.

This Opinion does not address the overall fairness of the Arrangement to the holders of any other class of securities (only the fairness of the consideration to the Shareholders as expressly set out in the Opinion), or other constituencies of the Company, or the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors, consultants or employees of the Company in their capacities as such and in connection with the Arrangement. Our Opinion is not intended to be and does not constitute an opinion concerning the trading price or value of any securities of the Company following the announcement, completion or termination of the Arrangement.

This Opinion does not address the relative merits of the Arrangement as compared to other business or financial strategies that might be available to the Company or any other party to the Arrangement, nor does it address the underlying business decision of the Company, or any other party to the Arrangement, to engage in the Arrangement. Sprott Capital is not a legal, regulatory, tax or accounting expert and was not engaged to review any legal, regulatory, tax or accounting aspects of the Arrangement and, accordingly, does not express any view thereon or the sufficiency of this Opinion for your purposes and has assumed the accuracy and completeness of assessments by the Company and its advisors with respect to legal, regulatory, tax and accounting matters. Sprott Capital has assumed, with Gatling's agreement, that the Arrangement is neither a "related party transaction" nor an "insider bid" as defined in Multilateral Instrument 61-101-Protection of Securityholders in Special Transactions ("MI 61-101"), and, accordingly, the Arrangement is not subject to the valuation requirements under MI 61-101. We have not been asked to prepare, and have not prepared, an independent evaluation, formal valuation or appraisal of the securities or assets of the Company, nor were we provided with any such evaluations, valuations or appraisals.

The Opinion is given as of the date hereof and, although we reserve the right to change or withdraw the Opinion if we learn that any of the Information that we relied upon in preparing the Opinion was inaccurate, incomplete or misleading in any material respect, we disclaim any obligation to change or withdraw the Opinion, to advise any person of any change that may come to our attention or to update the Opinion after the date of this Opinion.

8. Fairness Considerations

In considering the fairness of the Consideration under the Arrangement Agreement from a financial point of view to the Shareholders, Sprott Capital principally considered and relied upon, among other things, the following: (a) historical share price trading; (b) precedent transaction analysis; (c) comparable trading analysis; and (d) other qualitative factors.

Historical Share Price Trading:

Sprott Capital reviewed the trading history of Gatling on the TSX Venture Exchange taking into consideration the 52-week intraday low to high per share trading price ranges, and other market statistics deemed relevant.

Precedent Transaction Analysis:

The precedent transaction analysis considers transaction multiples in the context of change of control transactions involving public-traded gold companies or assets. Sprott Capital has reviewed publicly available information involving the acquisition of non-producing gold focused mining companies and assets that Sprott Capital considered relevant. Sprott Capital considered the enterprise value of in-situ gold equivalent resources ("EV/oz") to be the most relevant metric. Sprott Capital has also reviewed premiums paid to shareholders of target companies in select change of control transactions considered by Sprott Capital to be relevant.

Comparable Trading Analysis:

The comparable trading analysis considers public market trading statistics for select publicly listed nonproducing gold focused companies that Sprott Capital considered relevant. Sprott Capital considered the multiple of EV/oz to be the most relevant metric.

Other Qualitative Factors:

Sprott Capital also considered other qualitative factors with respect to the Arrangement, including but not limited to the form of Consideration received by shareholders, development risks, financing risks and other information which we judged to be relevant.

9. Opinion

Based upon and subject to the foregoing and such other matters as Sprott Capital considered relevant, it is the opinion of Sprott Capital that, as of the date hereof, the Consideration to be received by the Shareholders pursuant to the Arrangement is fair, from a financial point of view, to the Shareholders.

Yours truly,

/s/ Sprott Capital Partners LP

Sprott Capital Partners LP

APPENDIX F

INFORMATION CONCERNING GATLING EXPLORATION INC.

The following information about Gatling should be read in conjunction with the documents incorporated by reference into this Appendix F and the information concerning Gatling appearing elsewhere in this Circular. Capitalized terms used but not otherwise defined in this Appendix F shall have the meaning ascribed to them in this Circular.

General

Gatling was incorporated on August 2, 2018 under the laws of the province of British Columbia, Canada. Its principal business activity is the acquisition, exploration and evaluation of mineral properties located in the province of Ontario, Canada. The Gatling Shares are traded on the TSXV under the symbol "GTR". The Gatling Shares also trade on the OTCQB in the United States under the symbol "GATGF".

Gatling's registered and records office is located at 550 Burrard Street, Suite 1008, Vancouver, British Columbia V6C 2B5 and its head office is located at 200 Burrard Street, Suite 1680, Vancouver, BC V6C 3L6.

Gatling is a Canadian gold exploration company focused on advancing the Larder Gold Project, located in the prolific Abitibi greenstone belt in Northern Ontario. The Larder project hosts three highǦgrade gold deposits along the CadillacǦLarder Lake Break, 35 km east of Kirkland Lake. The Larder property has a global Mineral Resource Estimate (2021) of 388,000 oz Au Indicated and 933,000 oz Au Inferred gold ounces from both open pit and underground resources. The project is 100% owned by Gatling and is comprised of patented and unpatented claims, leases and mining licenses of occupation within the McVittie and McGarry Townships. The 3,370 ha project area is positioned 7 km west of the Kerr Addison Mine, which produced 11 million ounces of gold. All parts of the Larder property are accessible by truck or allǦterrain vehicles on nonǦserviced roads and trails.

For further information regarding Gatling and its business activities, see the management information circular of Gatling dated November 2, 2021 in respect of the annual general meeting of the Gatling Shareholders held on December 9, 2021 (the "Gatling AGM Circular") which is incorporated by reference in this Circular, subject to the exceptions set out in the "Documents Incorporated by Reference" section below.

Recent Developments

On January 7, 2021, Gatling announced an additional 25,000 m drill program on its Larder Gold Project in Ontario, Canada, the results of the annual general meeting of the Gatling Shareholders held on December 9, 2021, provided a summary of the Larder Gold Project exploration plan and strategy for 2021 and highlights of the Larder Gold Project from 2020.

On January 21, 2021, Gatling announced that it had formed a technical advisory board to support Gatling's accelerated path forward at the Larder gold project in Ontario. The first appointee was Mr. Darin Wagner, a highly regarded senior executive in the mining sector, with an impressive track record of corporate development and M&A. He was joined by Mr. Gil Lawson, an experienced mining engineer whose background includes running several prominent Canadian gold operations.

On January 26, 2021, Gatling announced that it had drilled widespread gold within a strike length in excess of 1,200 m at the Fernland deposit. The mineralization, which was intercepted at surface, occurs within three defined zones hosting multiple lenses. Results include 1.1 g/t Au over 101.3 m at Zone 1, and Gatling was awaiting assays from Zone 2, located 400 m east. The holes are part of Gatling's current strategy of testing continuity and evaluating near surface potential across all three highǦgrade deposits, beginning with the underexplored Fernland deposit.

On February 16, 2021, Gatling announced that drilling at its Larder gold project in Ontario has intersected increased continuity and grade with 170.0 m of 1.5 g/t Au starting just 31 m from surface. Hole GTRǦ20Ǧ089 was drilled on Zone 2 of the Fernland deposit and follows Gatling's recent success 400 m west at Zone 1, where drilling hit 101.3 m of 1.1 g/t Au from near surface. Gatling announced that it will continue with its current focus on near surface gold mineralization by testing Zone 3 at Fernland – one of three gold deposits along a 4.5 km trend at the Larder project that hosts highǦgrade mineralization at depth and widespread mineralization near surface.

On April 7, 2021, Gatling announced additional gold mineralization with continuity from surface. Results include 114.3 m of 0.8 g/t Au starting at just 3.7 m below surface in hole GTRǦ21Ǧ097. This drillhole is located in Zone 3 of Fernland, 650 m East of Zone 1 and 300 m East of Zone 2 where recent drilling intersected 170.0 m of 1.5 g/t Au and 101.3 m of 1.1 g/t Au within 30 meters of surface. These results confirm the presence of widespread, near surface mineralization over an increasing area at Fernland – one of three gold deposits along an unbroken 4.5 km mineralized trend at Gatling's Larder gold project.

On April 20, 2021, Gatling announced that drilling in Zone 2 at the Fernland deposit has intersected 200.7 m of 1.5 g/t Au, the highest metal factor to date at the Larder Gold Project in Ontario. Importantly, hole GTRǦ21Ǧ111 was drilled 150 m west of drillhole GTRǦ20Ǧ089, which intersected 170.0 m of 1.5 g/t Au and further contributes to the rapidly growing gold zones at the Fernland deposit. The ongoing 25,000 m program will continue to focus on zone definition drilling before it transitions to testing the connection of mineralized zones at depth.

On April 26, 2021, Gatling provided a corporate update from the CEO, announcing that Gatling had recently completed a highly successful first quarter of 2021, which included the appointment of a high caliber technical advisory board and making solid progress through our 25,000 metre drill program.

On May 3, 2021, Gatling announced the resignation of Peter Dickie as a director of Gatling.

On May 11, 2021, Gatling announced that it had added a second drill rig to accelerate its exploration efforts ahead of the Q3 2021 resource update. The second rig will be designated to the Bear deposit to explore near surface extensions from the highǦgrade core of the deposit. Gatling had also commenced preliminary metallurgical testing with industry leader SGS Canada to analyze gold recoveries across all three highǦgrade deposits.

On June 3, 2021, Gatling announced that it had obtained its drilling permit for the Kir Vit prospect 6 km north of the three highǦgrade gold deposits at the Larder Gold Project. Gatling's maiden program at Kir Vit hit gold mineralization in 13 out of 16 holes and discovered three new mineralized zones. Gatling had also entered into an acquisition agreement to acquire a 25% interest in certain mining leases on the western portion of the Larder property known as the Swansea zone, such that Gatling will now hold a 100% interest in all mining leases and claims on its Larder property.

On June 11, 2021, Gatling announced its intention to complete a private placement to raise gross proceeds of up to $3,000,000. The offering would consist of a combination of (a) 4,444,445 common shares of Gatling issued on a flow-through basis (the "FT Shares") at a price of $0.45 per FT Share; and (b) 2,500,000 units of Gatling (the "Units") at a price of $0.40 per Unit. Each Unit would consist of one common share and one-half of one transferable share purchase warrant, each whole warrant exercisable into one additional common share at a price of $0.60 per share for a period of two years from the date of issue.

On July 12, 2021, Gatling announced that, further to its news release of June 11, 2021, it had closed the first tranche of the offering. Gatling issued 2,050,000 Units at $0.40 per Unit for total gross proceeds of $820,000 and 3,347,200 FT Shares at $0.45 per FT Share for total gross proceeds of $1,506,240. Gatling also announced that further to its news release of June 3, 2021, the Company will be issuing 150,000 common shares to 2362516 Ontario Inc., of which Albert Contardi is the sole insider, in respect of Gatling's acquisition of a 25% interest in mining leases on the western portion of the Larder property known as the Swansea zone.

On July 20, 2021, Gatling announced the entering into of an Exploration Agreement with Matachewan and Wahgoshig First Nations relating to Gatling's Larder Gold Project on January 1, 2019, as amended by Amending Agreement dated January 11, 2021.

On August 9, 2021, Gatling announced that its ongoing drill program at the Larder Gold Project has added significant value leading up to its mineral resource estimate in Q3 2021. Drilling at the Bear deposit had returned 7.7 g/t Au over 17.0 m including 25.3 g/t Au over 4.0 m up plunge from the core of the Bear deposit, connecting it to nearǦsurface lenses identified in Gatling's 2019 drill campaign. The Fernland deposit had completed the 13,500 m drill program targeting nearǦsurface gold mineralization, and recent drilling from all three zones has added to both open pit and underground resource potential. Gatling had now entered the resource update phase utilizing its large drill database highlighted by more than 60,000 m of drilling completed by Gatling across all three highǦgrade gold deposits over the past 2.5 years, plus 70,000 m of historical drilling, including 37,000 m to support Fernland's initial resource estimate.

On August 13, 2021, Gatling announced that it granted incentive stock options authorizing the purchase of 585,600 common shares to officers, directors and consultants of Gatling. The options were exercisable at $0.37 per share for a period of three years from the date of grant.

On September 8, 2021, Gatling reported solid preliminary results from metallurgical testing of samples collected from each of the three gold deposits on its 100% owned Larder Gold Project in Larder Lake, Ontario. Combined gravity and standard cyanide extraction methods returned initial recoveries between 81% and 92% for the three deposits, with the highestǦgrade deposit, Bear, exhibiting the highest initial recovery results. Reports from the early 1990's indicated gold recoveries up to 94% from the Cheminis deposit, and Gatling will be investigating multiple flowsheet options to further optimize total gold recoveries in future metallurgical testwork across all three deposits.

On September 23, 2021, Gatling announced a new global mineral resource estimate (MRE) in accordance with NI 43-101 of 388,000 ounces of gold in the Indicated category and additionally, 933,000 ounces of gold in the Inferred category from its fully-owned Larder Gold Project, located on the Cadillac-Larder Lake break, in the Abitibi greenstone belt, Ontario.

On October 19, 2021, Gatling announced that it intended to complete a private placement to raise gross proceeds of up to $2,500,000. The offering would consist of a combination of (a) 5,882,352 common shares of Gatling issued on a flow-through basis (the "Private Placement FT Shares") at a price of $0.34 per Private Placement FT Share; and (b) 1,562,500 units of Gatling (the "Private Placement Units") at a price of $0.32 per Private Placement Unit. Each Private Placement Unit would consist of one common share and one-half of one transferable share

purchase warrant, each whole warrant exercisable into one additional common share at a price of $0.50 per share for a period of two years from the date of issue.

On November 8, 2021, Gatling filed a report entitled "Technical Report on the Updated Mineral Resource Estimates, Larder Gold Project, Larder Lake, Ontario, Canada" dated November 5, 2021 with an effective date of September 2, 2021 (the "Larder Technical Report"), and on November 9, 2021, Gatling announced the filing of the Larder Technical Report.

On November 24 , 2021, Gatling announced multiple new gold intersections extending its previously reported 2021 MRE model including 9.4 g/t Au over 4.0 m in the Bear North zone and 14.7 g/t Au over 1.5 m in the newly tested Bear East Zone. Gatling has shifted focus from building the new MRE to expanding and extending these newly modelled zones along strike and at depth with ongoing drilling at the Larder Gold Project.

On December 8, 2021, Gatling announced the completion of Phase II drilling at the Kir Vit prospect which totaled 5,330 m. Highlights include 1.4 g/t Au over 26.0 m in KV-21-30 within a larger intersection of 0.8 g/t Au over 54.0m, and 4.9 g/t Au over 4.0 m in KV-21-018. Three mineralization styles had been identified at Kir Vit, indicating a large gold system is present in the area with multiple structural controls. Intersecting new mineralized horizons within the brecciated conglomerate also merits a follow-up program, since it is the largest geological unit at Kir Vit striking over 1 km with widths up to 600 m. Gatling is focused on expanding all mineralized envelopes with Phase III exploration and drilling in 2022.

On March 11, 2022, Gatling announced the entering into of the Arrangement Agreement with MAG whereby MAG will acquire all of the issued and outstanding Gatling Shares pursuant to the Arrangement.

Documents Incorporated by Reference

Information in respect of Gatling has been incorporated by reference in this Circular from documents filed with the Canadian Securities Regulators. Copies of the documents incorporated herein by reference may be obtained on request without charge from Gatling's President and Chief Executive Officer at 200 Burrard Street, Suite 1680, Vancouver, BC V6C 3L6, by calling 1- 888-316-1050, or by email request to ir@gatlingexploration.com. In addition, copies of the documents incorporated herein by reference may be obtained through Gatling's profile on SEDAR at www.sedar.com.

The following documents of Gatling, filed with the Canadian Securities Regulators, are specifically incorporated by reference into and form an integral part of this Circular:

• (a) the Gatling AGM Circular;

• (b) the Gatling Annual Financial Statements and the report of its independent auditing firm thereon;

• (c) the Gatling Annual MD&A;

• (d) the Gatling Interim Financial Statements;

• (e) the Gatling Interim MD&A;

• (f) the material change report dated January 26, 2021 relating to the formation of a technical advisory board to support Gatling's accelerated path forward at the Larder Gold Project in Ontario;

• (g) the material change report dated May 4, 2021 relating to the resignation of Peter Dickie as a director of Gatling;

• (h) the material change report dated June 3, 2021 relating to the entering into of an acquisition agreement whereby it Gatling will acquire a 25% interest in certain mining leases in Ontario, Canada;

• (i) the material change report dated July 12, 2021 relating to the closing of the first tranche of Gatling's previously announced private placement;

• (j) the material change report dated July 26, 2021 in respect of the entering into of an exploration agreement with Matachewan and Wahgoshig First Nations and the securities to be issued pursuant to the agreement;

• (k) the material change report dated August 13, 2021 relating to the granting of incentive stock options authorizing the purchase of 585,600 common shares to officers, directors, and consultants of Gatling;

• (l) the material change report dated September 23, 2021 in respect of the resource update on the Larder Gold Project;

• (m) the Larder Technical Report; and

• (n) the material change report dated March 11, 2022 in respect of the Arrangement and the Arrangement Agreement.

Any documents of the type described in Section 11.1 of Form 44-101F1 – Short Form Prospectus of NI 44-101 (excluding confidential material change reports), if filed by Gatling with the Canadian Securities Regulators subsequent to the date of this Circular disclosing additional or updated information including the documents incorporated by reference herein, filed pursuant to the requirements of applicable Canadian Securities Laws, shall be deemed to be incorporated by reference in this Circular.

Any statement contained in this Circular or in any document incorporated or deemed to be incorporated by reference in this Circular shall be deemed to be modified or superseded for the purposes of this Circular to the extent that a statement contained herein or in any other subsequently filed document which is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Circular.

Consolidated Capitalization

There have been no material changes in the consolidated capitalization of Gatling since December 31, 2021, the date of Gatling's most recently filed financial statements. As at the close of business on April 8, 2022, there were 45,399,816 Gatling Shares issued and outstanding on a non-diluted basis and 51,097,428 Gatling Shares on a fully diluted basis (assuming that all of the outstanding Gatling Options were converted as of the date of this Circular).

Description of Share Capital

Gatling's share capital consists of an unlimited number of common shares, namely Gatling Shares, without par value.

Common Shares

As of the Record Date, there were 45,399,816 Gatling Shares issued and outstanding. The holders of the Gatling Shares shall be entitled to receive notice of and to vote at every meeting of the shareholders of Gatling and shall have one vote in respect of each Gatling Share so held. Subject to the rights, if any, of shareholders holdigns holding Gatling Shares with special rights as to dividends (of which there are none as at the date hereof), the Board may from time to time declare and authorize payment of such divdiends as they may deem advisable. All dividends on shares or any class or eries of shares must be delared and paid according to the number of such shares held.

Prior Sales

The following table sets forth information in respect of issuances of Gatling Shares and securities that are convertible or exchangeable into Gatling Shares, including the price at which such securities have been issued, the number of securities issued, and the date on which such securities were issued:

Date	Type of Security	Number	Price (C$)
9-Jul-2021	Gatling Shares	2,050,000	$0.40
9-Jul-2021	Gatling Shares	3,347,000	$0.45
9-Jul-2021	Gatling Warrants	1,119,500	$0.60
14-Jul-2021	Gatling Shares	150,000	$0.4
20-Jul-2021	Gatling Options	100,000	$0.365
12-Aug-2021	Gatling Options	585,600	$0.37
27-Sep-2021	Gatling Shares	50,000	$0.37
27-Sep-2021	Gatling Shares	50,000	$0.37

Price Range and Trading Volume

The Gatling Shares are listed and posted for trading on the TSXV under the trading symbol "GTR" and on the OTCQB in the United States under the symbol "GATGF".

	TSXV				OTCQB
	High(C$)	High(C$)	Low(C$)	Volume		High(US$)	Low(US$)
2021
April	$0.51	$0.51	$0.42	1,488,665	$0.424	$0.332	350,500
May	$0.49	$0.49	$0.415	2,810,346	$0.40	$0.347	319,600
June	$0.425	$0.425	$0.365	1,144,433	$0.35	$0.30	244,300
July	$0.43	$0.43	$0.365	645,815	$0.342	$0.285	113,000
August	$0.415	$0.415	$0.35	846,023	$0.33	$0.279	131,200
September	$0.41	$0.41	$0.36	3,268,323	$0.34	$0.29	978,200
October	$0.38	$0.38	$0.27	1,368,111	$0.302	$0.221	511,300
November	$0.28	$0.28	$0.22	1,745,979	$0.23	$0.191	708,900
December	$0.24	$0.24	$0.205	741,103	$0.196	$0.153	102,100
2022
January	$0.245	$0.245	$0.20	714,521	$0.186	$0.16	52,600
February	$0.28	$0.28	$0.21	543,541	$0.214	$0.198	87,600
March	$0.38	$0.38	$0.24	7,259,530	$0.198	$0.3108	826,562
April 1-8, 2022	$0.355	$0.355	$0.33	461,311	$0.28127	$0.2623	79,382

The following table sets forth the price range for and trading volume of the Gatling Shares as reported by the TSXV and OTCQB for the 12-month period prior to the date of this Circular.

On March 10, 2022, the last trading day on which the Gatling Shares traded prior to the announcement of the Arrangement Agreement, the closing price of the Gatling Shares was C$0.27 on the TSXV and US$0.22 on the OTCQB.

Dividend Policy

Gatling has not paid dividends on Gatling Shares since its incorporation. Any decision to pay dividends on common shares in the future will be made by the Board on the basis of the earnings, financial requirements and other conditions existing at such time.

Risk Factors

Whether or not the Arrangement is completed, Gatling will continue to face many risk factors that it currently faces with respect to its business and affairs. An investment in the Gatling Shares or other securities of Gatling is subject to certain risks, which may differ or be in addition to the risks applicable to an investment in Calibre Mining. Investors should carefully consider the risk factors discussed throughout the Gatling Annual MD&A and the Gatling Interim MD&A, all of which are incorporated by reference in this Circular and filed with the Canadian Securities Regulators and available under Gatling's profile on SEDAR at www.sedar.com, as well as the risk factors set forth elsewhere in this Circular.

Legal Proceedings and Regulatory Actions

From time to time Gatling becomes involved in legal or administrative proceedings and regulatory actions in the normal conduct of its business, including the proceeding described below. Gatling's assessment of the likely outcome of these matters is based on its judgment of a number of factors, including experience with similar matters, past history, precedents, relevant financial, scientific and other evidence, and facts specific to the matter. Gatling does not believe that these matters in aggregate will have a material effect on its consolidated financial position or results of operations.

Auditors, Registrar and Transfer Agent

The auditors of Gatling are Crowe Mackay LLP, Certified Public Accountants.

Gatling's registrar and transfer agent is Computershare at its office at 510 Burrard Street, Vancouver, British Columbia V6C 3B9.

Additional Information

The information contained in this Circular is given as of April 11, 2022 except as otherwise indicated. Financial information is provided in the Gatling Annual Financial Statements, the Gatling Annual MD&A, the Gatling Interim Financial Statements and Gatling Interim MD&A incorporated by reference herein.

Copies of the Gatling's consolidated financial statements and management's discussion and analysis for the year ended December 31, 2021 may be obtained from Gatling's website at www.gatlinggold.com or by mail upon request from the President and Chief Executive Officer, at:

Gatling Exploration Inc. 200 Burrard Street, Suite 1680 Vancouver, BC V6C 3L6 Attention: Jason Billan, President & Chief Executive Officer Phone: 1-888-316-1050 Email: ir@gatlingexploration.com

Interested persons may also access disclosure documents and any reports, statements or other information that Gatling files with the Canadian Securities Regulators, which are available on Gatling's profile on SEDAR at www.sedar.com.

APPENDIX G INFORMATION CONCERNING MAG SILVER CORP.

Notice to Reader

Capitalized terms used in this Appendix G but not otherwise defined herein have the meanings set forth in the Circular.

Financial Information and Accounting Principles

Unless otherwise indicated, reference in this Appendix to C$ are to Canadian dollars and reference to US$ and $ are to U.S. dollars. MAG's accounts are based on a US$ functional currency and are reported in a US$ presentation currency. All references to "dollars" are to US$ except where indicated otherwise.

Financial information in this Appendix is derived from MAG's financial statements which were prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board. MAG's fiscal year commences on January 1 and ends on December 31. The audited consolidated financial statements of MAG for the year ended December 31, 2021 and 2020 are available electronically on SEDAR at www.sedar.com.

Currency Presentation and Exchange Data

The following table sets out the high and low rates of exchange in Canadian dollars for one U.S. dollar during the periods noted, the average rates of exchange during such periods and the rates of exchange at the end of such periods.

Canadian dollars, as expressed in	Year ended December 31,
U.S. dollars	2021	2020
Rate at end of period	$0.7888	$0.7854
Average rate for period	$0.7978	$0.7461
High for period	$0.8306	$0.7863
Low for period	$0.7727	$0.6898

On April 8, 2022, the exchange rate provided by the Bank of Canada was C$1.2589 = US$1.00.

Summary Description of Business

MAG is an advanced stage mineral exploration and development company that is focused on the acquisition, exploration and development of high-grade, high-margin, district-scale projects located in the Americas. The principal property of MAG is it's 44% interest as non-operator in the Juanicipio property, a primarily silver development and exploration project heading towards commercial production expected in the second half of 2022 (the "Juanicipio Project"). MAG currently considers the Juanicipio Project to be its only material property for the purposes of NI 43-101.

MAG also has the right to earn a 100% interest in the Deer Trail Carbonate Replacement-Porphyry Project in central Utah (the "Deer Trail Project") the exploration of which is managed directly by MAG, as well as interests in concession rights in other non-material properties.

Juanicipio Project

The Juanicipio Project is located in the Fresnillo District, Zacatecas State, Mexico, approximately six kilometers west of the mining town of Fresnillo and covers approximately 7,679 hectares. MAG initially acquired a 100% interest in the Juanicipio Project in 2003. From 2005 to 2007, Industrias Peñoles, S.A. De C.V. ("Peñoles") earned a 56% interest in the Juanicipio Project by conducting US$5,000,000 of exploration on the property and purchasing US$1,000,000 worth of MAG Shares at market price at the time of purchase. In December 2007, Minera Los Lagartos S.A. DE C.V. ("Lagartos") and Peñoles established Minera Juanicipio, S.A. De C.V. ("Minera Juanicipio") to hold and operate all mineral and surface rights related to the Juanicipio Project. In 2008, Peñoles transferred its 56% interest of Minera Juanicipio to Fresnillo plc ("Fresnillo") pursuant to a statutory merger. Fresnillo is the operator of Minera Juanicipio, which is governed by a shareholders' agreement dated October 10, 2005 (the "Shareholders Agreement") and its corporate by-laws. Pursuant to the Shareholders Agreement and Minera Juanicipio's corporate by-laws, each shareholder is to provide funding pro rata to its interest in Minera Juanicipio, with Fresnillo contributing 56% and MAG, through Lagartos, contributing 44%, and if either party does not fund pro rata, their ownership interest will be diluted in accordance with the Shareholders Agreement.

Fresnillo, with its affiliates, beneficially owns 9.97% of the common shares of MAG, as publicly reported as of the date of this circular.

The Juanicipio Project consists of high-grade silver-gold-lead-zinc epithermal vein deposits. The principal vein, the Valdecañas Vein, has dilatant zones (bulges) at its east and west extremes and several en echelon vein splays and cross-veins. A NI 43-101-compliant technical report commissioned by MAG related to the Juanicipio Project, the Resource Estimate and Preliminary Economic Assessment for the Juanicipio Project titled "MAG Silver Juanicipio NI 43-101 Technical Report (Amended and Restated)" dated October 21, 2017 and amended and restated on January 19, 2018 (the "2017 PEA"), is incorporated by reference into this Appendix. Fresnillo prepares its own internal resource estimate annually. Fresnillo's estimates are not prepared in compliance with NI 43-101 and were not used in the 2017 PEA and are not relied upon by MAG.

Other Projects

MAG has an interest in concession rights in other non-material properties. Exploration on these interests, when undertaken, is undertaken by contracted service providers, as MAG has no direct employees outside of Canada. In the case of projects located in Mexico, MAG's work is contracted with third parties, including Minera Cascabel S.A. de C.V and IMDEX Inc.

Deer Trail Project

MAG executed an earn-in agreement effective December 20, 2018 to consolidate and acquire 100% of the Deer Trail Project in the surrounding Alunite Ridge area in Piute County, Utah. The counterparties to the earn-in agreement contributed their respective Deer Trail claims and property rights to a newly formed company ("DT Mining LLC") for a 99% interest in the company, with MAG holding the other 1% interest. MAG is the project operator and has the right to earn a 100% interest in DT Mining LLC and the Deer Trail Project, with the other parties retaining a 2% net smelter return royalty. In order to earn in 100%, MAG must make a total of $30 million in escalating annual expenditures ($9,509,000 already expended to December 31, 2021) and $2 million in royalty payments ($450,000 already paid to December 31, 2021), both over the ten (10) year term of the agreement by 2028. The combined optional annual commitments do not exceed $2.5 million per year until after 2025. All minimum obligatory commitments under the earn-in agreement have been satisfied to date.

Deer Trail is a silver-rich Carbonate Replacement Deposit project potentially related to a molybdenum-copper porphyry system or systems immediately to the west. Consolidating the property package allows MAG to apply its integrated district scale exploration model and apply new technology to the search for an entire suite of mineralization styles expected to occur on the property. The combined property package came with decades of information generated through prior exploration programs focused on the historic Deer Trail mine itself, the inferred porphyry centres and veins scattered throughout the property. These data include: extensive surface and underground geological maps; geochemical sampling results; logs, core and chips from over 20,000 meters of historic drilling; a districtwide airborne magnetic survey; 15 line kilometers of Audio Magneto-Telluric (AMT) geophysics; 2.5 kilometers ("km") of U.S. Mine Safety and Health Administration (MSHA) certified underground workings; and a mining permit. Infrastructure and access to the Deer Trail mine are excellent. Disturbances identified by MAG are being proactively remediated and reviewed by governmental regulators, leaving no significant environmental legacy issues.

MAG's exploration focus is to seek the source of the historically mined high-grade silver-goldlead-zinc-copper-gold Deer Trail manto in the thick section of high-potential limestone host that lies just below the interlayered sedimentary and limestone sequence that hosts the Deer Trail mine. A Phase 1 drilling program was completed in Q2 2021 and saw the completion of three holes (3,927 meters ("m") drilled from surface spaced along a 1.5 km long corridor. Phase I fulfilled all three of the MAG's planned objectives by: (i) confirming the presence of a thick section of more favorable carbonate host rocks (the "Redwall") below the Deer Trail Mine; (ii) confirming and projecting two suspected mineralization feeder structures to depth; and (iii) intercepting highgrade mineralization related to those structures in host rocks below what was historically known. A Phase 2 drill program commenced on August 20, 2021. The first hole of Phase 2 is an offset of DT21-03 designed to test the wet fault 150 m deeper where it cuts through the Redwall.

For further information regarding MAG, the development of its business, its business activities and its corporate structure, see the Annual Information Form of MAG for the year ended December 31, 2021 dated March 31, 2022 (the "MAG AIF") which is incorporated by reference in this Appendix G.

Corporate Structure

Name, Address and Incorporation

MAG Silver Corp. was originally incorporated under the Company Act (British Columbia) on April 21, 1999 under the name "583882 B.C. Ltd." On June 28, 1999, in anticipation of becoming a capital pool company, MAG changed its name to "Mega Capital Investments Inc." On April 22, 2003, MAG changed its name to "MAG Silver Corp." to reflect its new business upon the completion of its qualifying transaction on the TSX Venture Exchange. On July 27, 2005, MAG transitioned from the Company Act (British Columbia) to the Business Corporations Act (British Columbia) and concurrently adopted new articles and amended its authorized capital to an unlimited number of MAG Shares without par value and an unlimited number of preferred shares without par value (the "Preferred Shares"). MAG's head office is located at Suite 770, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6. MAG's registered office is located at 2600 – 595 Burrard Street, Vancouver, British Columbia, Canada, V7X 1L3.

Intercorporate Relationships

The following chart illustrates the MAG's material subsidiaries, including the jurisdiction of incorporation of each subsidiary, and its associated property.

Notes:

• (1) MAG is the registered owner of 99.99% of the issued Class I shares of Lagartos, a corporation incorporated under the laws of Mexico. The remaining 0.01% of the issued Class I shares of Lagartos are held by Dan MacInnis, a director of MAG, on behalf of MAG. Lagartos is the registered owner of a 44% interest in the Juanicipio Entities (as defined herein), which holds the Juanicipio Project (as defined herein) with Fresnillo, a London Stock Exchange listed company controlled by Peñoles, which holds the remaining 56% interest in the Juanicipio Entities.
• (2) The "Juanicipio Entities" consist of: Minera Juanicipio S.A. de C.V. and Equipos Chaparral, S.A. de C.V. ("Equipos Chaparral"). On December 27, 2021 MAG and Fresnillo created Equipos Chaparral in the same ownership proportions as Minera Juanicipio S.A. de C.V. (Fresnillo 56% / MAG 44%) for the purpose of holding the Juanicipio plant and mining equipment, to be leased to Minera Juanicipio.

The following table lists MAG's material subsidiary and a company in which MAG holds a significant interest, together with the jurisdiction of incorporation and the direct or indirect percentage ownership by MAG of each such company:

Name	Percentage ofOwnership	Jurisdiction ofOrganization
Minera Los Lagartos, S.A. de C.V.	100%(1)	Mexican Republic
Minera Juanicipio, S.A. de C.V.	44%(2)	Mexican Republic
Equipos Chaparral, S.A. de C.V.	44%(2)	Mexican Republic

Notes:

(2) 44% interest is owned by Lagartos, which in turn is owned 99.99% by MAG (see above).

Consolidated Capitalization

The following table sets forth MAG's consolidated capitalization as at December 31, 2021, the date of MAG's most recent financial statements, and after giving effect to the Arrangement. The table should be read in conjunction with MAG's audited annual consolidated financial statements for December 31, 2021. There have been no material changes in the share and loan capital of MAG since December 31, 2021 other than as outlined under "Prior Sales" or as otherwise listed below.

	Authorized	Outstanding as atDecember 31, 2021	Outstanding as atDecember 31, 2021(after giving effect to theArrangement)
Common Shares	Unlimited	97,809,441 CommonShares	98,744,793 CommonShares(1)
Total Equity	-	US$367,521,000	US$382,975,000(2)
Total Borrowings	-	-	-
TotalCapitalization	-	US$367,521,000	US$382,975,000

Notes:

(1) Increase of 935,352 MAG Shares represents number of proposed shares to be issued based on the exchange ratio of 0.0170627 MAG Share for each Gatling Share and MAG Shares issuable pursuant to the Change of Control Issuance.

(2) Increase comprises of US$15,454,000 value of proposed shares to be issued based on the five-day volume weighted average price (VWAP) of MAG Shares on the TSX ending April 8, 2022, being C$20.80 per common share.

Description of Capital Structure

MAG's authorized capital consists of an unlimited number of MAG Shares without par value and an unlimited number of Preferred Shares without par value, of which 97,848,246 MAG Shares were issued and outstanding and no Preferred Shares were issued and outstanding as at April 8, 2022. All of the issued shares are fully paid and non-assessable.

Common Shares

A holder of a MAG Share is entitled to one vote for each MAG Share held on all matters to be voted on by the MAG Shareholders. Each MAG Share is equal to every other MAG Share and all

(1) On October 9, 2005 the assets of Lexington Capital Group Inc., previously a subsidiary of MAG, were merged with Lagartos, so that all of MAG's interests in the Juanicipio Project were held by Lagartos.

MAG Shares participate equally on liquidation, dissolution or winding up of MAG, whether voluntary or involuntary, or any other distribution of MAG's assets among MAG Shareholders for the purpose of winding up its affairs after MAG has paid out its liabilities. The shareholders are entitled to receive pro rata such dividends as may be declared by MAG's Board of Directors out of funds legally available therefore and to receive pro rata the remaining property of MAG upon dissolution. No shares have been issued subject to call or assessment. There are no pre-emptive or conversion rights, and no provisions for redemption, retraction, purchase or cancellation, surrender, sinking fund or purchase fund. Provisions as to the creation, modification, amendment or variation of such rights or such provisions are contained in the Business Corporations Act (British Columbia) and the articles of MAG*.*

Shareholder Rights Plan

On May 13, 2016, the MAG's Board approved a Shareholder Rights Plan (the "Rights Plan") between MAG and Computershare Investor Services Inc., dated as of the same date. On June 15, 2016, the Rights Plan was approved by the shareholders of MAG at its annual and special meeting of shareholders, and by the TSX. On June 13, 2019, the shareholders of MAG reconfirmed and approved the Rights Plan, which will remain in full force and effect until MAG's 2022 annual meeting of the shareholders of MAG, being the third annual meeting of the shareholders following the June 13, 2019 meeting. A copy of the Rights Plan may be obtained by request in writing to MAG at Suite 770 – 800 West Pender Street, Vancouver, British Columbia, V6C 2V6, or viewed in electronic format at www.sedar.com and at www.sec.gov.

Dividend Policy

MAG has neither declared nor paid dividends on MAG Shares. MAG has no present intention of paying dividends on MAG Shares, as it anticipates that all available funds will be invested to finance the growth of its business. MAG will reevaluate this policy once the Juanicipio Project has achieved commercial production.

Price Range and Trading Volumes of MAG Shares

The MAG Shares are listed for trading on the TSX and the NYSE American under the symbol "MAG". The following table sets forth, for the periods indicated, the reported high, low and monthend closing trading prices and the aggregate volume of trading of the MAG Shares on the TSX and the NYSE American.

Toronto Stock Exchange

Month	High (C$)	Low (C$)	Volume
April 2021	23.12	19.14	3,599,139
May 2021	26.14	21.65	3,812,078
June 2021	29.28	24.70	5,380,372
July 2021	27.65	22.20	2,563,357
August 2021	25.93	21.55	2,850,403
September 2021	25.07	19.84	4,509,333
October 2021	25.10	19.09	4,357,394
November 2021	26.94	20.25	7,172,861
December 2021	21.71	18.32	5,127,248
January 2022	21.36	16.74	4,185,185
February 2022	22.89	17.21	4,543,278
March 2022	25.16	18.91	8,054,672
April 1-8, 2022	21.73	19.91	1,047,088

NYSE American

Month	High (US$)	Low (US$)	Volume
April 2021	18.52	15.15	10,484,488
May 2021	21.55	17.60	10,267,423
June 2021	24.13	19.96	14,366,742
July 2021	22.21	17.40	7,866,517
August 2021	20.68	16.74	8,491,836
September 2021	20.04	15.55	9,798,866
October 2021	20.31	15.21	8,339,748
November 2021	21.73	15.84	9,357,055
December 2021	16.96	14.19	12,887,899
January 2022	17.11	13.09	1,057,275

Month	High (US$)	Low (US$)	Volume
February 2022	17.85	13.57	865,765
March 2022	19.56	15.12	2,077,175
April 1-8, 2022	17.27	15.90	231,717

On April 8, 2022, the closing price of MAG Shares on the TSX and NSYE American was C$21.37 and US$16.98, respectively.

Prior Sales

The following table summarizes the issuances by MAG of MAG Shares, or securities convertible into ordinary shares, within the twelve months preceding the date of this Circular:

Date of Issuance	Number ofCommon SharesIssued	Price perCommon Share(C$)	Reason for Issuance
17-May-21	5,000	$13.46	Exercise of options
21-May-21	60,836	$14.91	Redemption of DSUs
25-May-21	5,223	$23.18	Issued for option payment
28-May-21	7,059	$14.98	Cashless exercise of options
1-Jun-21	16,164	$14.98	Exercise of RSUs
10-Jun-21	20,000	$14.71	Redemption of DSUs
11-Jun-21	4,386	$13.91	Exercise of options
17-Jun-21	1,541	$14.98	Cashless exercise of options
21-Jul-21	52,465	$11.45	Redemption of DSUs
13-Sep-21	8,082	$14.98	Exercise of RSUs
13-Sep-21	2,702	$13.91	Exercise of PSUs
27-Sep-21	1,483	$13.91	Exercise of PSUs
27-Sep-21	4,041	$14.98	Exercise of RSUs
7-Oct-21	854	$16.97	Exercise of PSUs
7-Oct-21	3,472	$16.97	Exercise of PSUs
29-Nov-21	2,691,000	$21.75	Prospectus supplement offering of MAGShares
30-Nov-21	26,509	$13.85	Redemption of DSUs
1-Dec-21	55,555	$17.55	Exercise of options
16-Dec-21	3,125	$12.75	Exercise of options
23-Feb-21	25,000	$12.84	Redemption of DSUs
4-Apr-22	3,158	$13.46	Cashless exercise of options
5-Apr-22	4,888	$14.98	Cashless exercise of options
5-Apr-22	5,759	$13.46	Cashless exercise of options

Common Shares

Date of Issuance	Number of OptionsIssued	Exercise Price(C$)	Reason for Issuance
12-Dec-21	50,000	$21.26	Incentive grant for new MAG Officer
6-Apr-22	120,898	$20.20	2022 annual LTIP grant to officers,employees and consultants

Options under the MAG's rolling Stock Option Plan

RSUs and PSUs under the MAG's Share Unit Plan

Date of Grant	Number ofRSU/PSUs Granted	RSU/PSU Value(C$)	Reason for Issuance
6-Apr-22	79,156 PSUs	$20.20	2022 annual LTIP grant to officers,
			employees and consultants
6-Apr-22	39,577 RSUs	$20.20	2022 annual LTIP grant to officers,
			employees and consultants

DSUs under the MAG's Deferred Share Unit Plan

Date of Grant	Number of DSUsGranted	DSU Value (CAD$)	Reason for Issuance
6-Apr-21	1,286	$19.87	DSUs in lieu of cash directors' fees
6-Apr-21	7,549	$19.87	Incentive grant for new director
21-Jun-21	32,796	$27.44	2021 DSU grant
30-Jun-21	1,172	$25.03	DSUs in lieu of cash directors' fees
19-Aug-21	6,260	$23.96	Incentive grant for new director
30-Sep-21	1,683	$19.88	DSUs in lieu of cash directors' fees
			Directors' fees paid in DSUs in lieu of
31-Dec-21	1,677	$19.74	cash
31-Dec-21	1,899	$19.74	Q4 2021 DSU grant for newest MAG
			Board member (pro-rated annual grant)
4-Apr-22	1,012	$20.99	DSUs in lieu of cash directors' fees
4-Apr-22	1,786	$20.99	Q1 2022 DSU grant for newest MAG
			Board member (pro-rated annual grant)

Documents Incorporated by Reference

Information has been incorporated by reference in this Appendix G from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Chief Financial Officer or Corporate Secretary of MAG at Suite 770, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6, telephone (604) 630-1399 and are also available electronically under MAG's profile on SEDAR, at www.sedar.com and on the SEC's Electronic Data Gathering and Retrieval System, or "EDGAR", at www.sec.gov.

The following documents, filed with the securities commissions or similar regulatory authorities in certain provinces of Canada and filed with, or furnished to, the SEC are specifically incorporated by reference into, and form an integral part of this Appendix G:

• (a) the MAG AIF;
• (b) management information circular of MAG dated May 12, 2021 prepared for the purposes of the annual general and special meeting of the shareholders of MAG held on June 21, 2021;
• (c) audited annual consolidated financial statements of MAG dated March 31, 2022 for the years ended December 31, 2021 and 2020, together with the notes thereto and the report of the independent registered public accounting firm thereon; and
• (d) management's discussion and analysis of MAG dated March 31, 2022 for the years ended December 31, 2021 and 2020.

Any documents of the type required by National Instrument 44-101 — Short Form Prospectus Distributions to be incorporated by reference into a short form prospectus, including any material change reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and the auditor's report thereon, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms and business acquisition reports filed by MAG with the securities commissions or similar authorities in Canada subsequent to the date of this Circular and before the date on which the Arrangement becomes effective, are deemed to be incorporated by reference in this Circular and this Appendix G. Shareholders should refer to these documents for important information concerning MAG.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Appendix G to the extent that a statement contained herein or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Appendix G.

Information contained or otherwise accessed through MAG's website, www.magsilver.com, or any website, other than those documents specifically incorporated by reference herein and filed on SEDAR at www.sedar.com and on EDGAR at www.sec.gov, does not form part of this Appendix G.

Risk Factors

The business and operations of MAG are subject to risks. In addition to considering the other information in this Circular, Gatling Shareholders should consider carefully the risk factors set forth in the MAG AIF, which is incorporated by reference herein.

Auditor

The auditors of MAG are Deloitte LLP, Independent Registered Public Accounting Firm, 939 Granville Street, Vancouver, British Columbia.

Deloitte LLP have issued their Reports of Independent Registered Public Accounting Firm dated March 31, 2022 in respect of MAG's consolidated financial statements as at and for the years ended December 31, 2021 and December 31, 2020 and MAG's internal control over financial reporting as of December 31, 2021. Deloitte LLP is independent with respect to MAG within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia and within the meaning of the U.S. Securities Act and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board (United States).

Transfer Agent and Registrar

The transfer agent and registrar for the MAG Shares in Canada is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

Additional Information

Additional information relating to MAG can be found in the MAG AIF and additional financial information is available in MAG's audited financial statements for the year ended December 31, 2021 and 2020, which are incorporated into this Appendix G by reference.

Copies of the above and additional information relating to the MAG may be obtained on MAG's website at www.magsilver.com; on the SEDAR website at www.sedar.com; on the SEC's EDGAR website at www.sec.gov or by calling the MAG's investor relations personnel at 604-630-1399.

APPENDIX H INFORMATION CONCERNING MAG SILVER CORP. FOLLOWING COMPLETION OF THE ARRANGEMENT

On completion of the Arrangement, MAG will own all of the Gatling Shares and Gatling will be a wholly-owned subsidiary of MAG. Immediately following completion of the Arrangement, former Shareholders (other than Dissenting Shareholders) will be shareholders of MAG. Based on the number of Gatling Shares and MAG Shares outstanding on April 8, 2022, immediately following completion of the Arrangement former Shareholders immediately prior to the Effective Time are anticipated to collectively own approximately 0.79% of the MAG Shares on a fully diluted basis. All of the directors of Gatling will resign concurrently with the completion of the Arrangement.

Following the completion of the Arrangement, MAG will continue to be a company governed by the laws of British Columbia as the former Shareholders will be shareholders of MAG. The business and operations of Gatling will be consolidated into MAG's business and operations and the principal executive office of the combined company on completion of the Arrangement will be located at MAG's current head office, being Suite 770, 800 West Pender Street, Vancouver, British Columbia, Canada, V6C 2V6. The MAG Shares will continue to trade on the TSX and the NYSE American under the symbol "MAG" and its financial year end will remain December 31.

Gatling will continue to be a company existing under the laws of the BCBCA. The constating documents of the Gatling after the Arrangement will be the same as the current constating documents of Gatling.

Intercorporate Relationships

The table below sets out MAG's main operating subsidiaries upon the completion of the Arrangement.

Name	Percentage of Ownership	Jurisdiction ofOrganization
Minera Los Lagartos, S.A. deC.V.	100%	Mexican Republic
Minera Juanicipio, S.A. de C.V.	44%	Mexican Republic
Equipos Chaparral, S.A. de C.V.	44%	Mexican Republic
Gatling Exploration Inc.	100%	British Columbia

Corporate Structure

The following chart demonstrates the corporate structure of MAG and its significant subsidiaries following the Arrangement with respect to the main assets of MAG, the percentage of voting securities of each subsidiary beneficially owned, controlled or directed, directly or indirectly by MAG. (see "Appendix G - Information Concerning MAG Silver Corp. – Corporate Structure" for more details.)

Description of the Business

Following the Arrangement, MAG will, through its wholly-owned subsidiary Gatling, control the Larder Gold Project, located in the prolific Abitibi greenstone belt in Northern Ontario, Canada. The Larder project hosts three high-grade gold deposits along the Cadillac-Larder Lake Break, 35 km east of Kirkland Lake. The project is 100% owned by Gatling and is comprised of patented and unpatented claims, leases and mining licenses of occupation within the McVittie and McGarry Townships. The 3,370 ha project area lies 7 kilometers west of the Kerr Addison Mine. All parts of the Larder property are readily accessible and MAG expects to engage the existing exploration team going forward.

MAG will continue to focus on becoming a top-tier primary precious metals mining company by exploring and advancing high-grade, district scale, silver-gold dominant projects in the Americas, including its projects in Mexico, the United States and Canada.

Post-Arrangement Shareholdings and Principal Shareholders

Based on the MAG and Gatling securities outstanding on April 8, 2022, immediately following completion of the Arrangement, former Shareholders who receive MAG Shares under the Arrangement will hold approximately 0.79% of the MAG Shares issued and outstanding immediately after the Effective Time.

To the knowledge of the directors and executive officers of Gatling and MAG, immediately following completion of the Arrangement, there will be no person or company that beneficially owns, directly or indirectly, or exercises control or direction over, voting securities of MAG carrying 10% or more of the voting rights attached to any class of voting securities of MAG.

APPENDIX I SECTIONS 237 TO SECTION 247 OF THE BUSINESS CORPORATIONS ACT (BRITISH COLUMBIA)

Definitions and application

237 (1) In this Division:

"dissenter" means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

"notice shares" means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

"payout value" means,

• (a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,
• (b) in the case of a dissent in respect of an arrangement approved by a court order made under section 291(2)(c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the arrangement,
• (c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order, or
• (d) in the case of a dissent in respect of a community contribution company, the value of the notice shares set out in the regulations, excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2) This Division applies to any right of dissent exercisable by a shareholder except to the extent that

• (a) the court orders otherwise, or
• (b) in the case of a right of dissent authorized by a resolution referred to in section 238(1)(g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238 (1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent as follows:

• (a) under section 260, in respect of a resolution to alter the articles

  • (i) to alter restrictions on the powers of the company or on the business the company is permitted to carry on,
  • (ii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91, or

• (iii) without limiting subparagraph (i), in the case of a community contribution company, to alter any of the company's community purposes within the meaning of section 51.91;

• (b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

• (c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

• (d) in respect of a resolution to approve an arrangement, the terms of which arrangement permit dissent;

• (e) under section 301(5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company's undertaking;

• (f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

• (g) in respect of any other resolution, if dissent is authorized by the resolution;

• (h) in respect of any court order that permits dissent.

• (1.1) A shareholder of a company, whether or not the shareholder's shares carry the right to vote, is entitled to dissent under section 51.995 (5) in respect of a resolution to alter its notice of articles to include or to delete the benefit statement.

• (2) A shareholder wishing to dissent must

  • (a) prepare a separate notice of dissent under section 242 for
    • (i) the shareholder, if the shareholder is dissenting on the shareholder's own behalf, and
    • (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is dissenting,
  • (b) identify in each notice of dissent, in accordance with section 242(4), the person on whose behalf dissent is being exercised in that notice of dissent, and
  • (c) dissent with respect to all of the shares, registered in the shareholder's name, of which the person identified under paragraph (b) of this subsection is the beneficial owner.

(3) Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the beneficial owner must

• (a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the beneficial owner, and
• (b) cause each shareholder who is a registered owner of any other shares of which the person is the beneficial owner to dissent with respect to all of those shares.

Waiver of right to dissent

239 (1) A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2) A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

• (a) provide to the company a separate waiver for
  • (i) the shareholder, if the shareholder is providing a waiver on the shareholder's own behalf, and
  • (ii) each other person who beneficially owns shares registered in the shareholder's name and on whose behalf the shareholder is providing a waiver, and
• (b) identify in each waiver the person on whose behalf the waiver is made.

(3) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder's own behalf, the shareholder's right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and this Division ceases to apply to

• (a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the beneficial owner, and
• (b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4) If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240 (1) If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

• (a) a copy of the proposed resolution, and
• (b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2) If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

• (a) a copy of the proposed resolution, and
• (b) a statement advising of the right to send a notice of dissent.

(3) If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors' resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

• (a) a copy of the resolution,
• (b) a statement advising of the right to send a notice of dissent, and
• (c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4) Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241 If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

• (a) a copy of the entered order, and
• (b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242 (1) A shareholder intending to dissent in respect of a resolution referred to in section 238(1)(a), (b), (c), (d), (e) or (f) or (1.1) must,

• (a) if the company has complied with section 240(1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,
• (b) if the company has complied with section 240(3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or
• (c) if the company has not complied with section 240(1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of
  • (i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2) A shareholder intending to dissent in respect of a resolution referred to in section 238(1)(g) must send written notice of dissent to the company

• (a) on or before the date specified by the resolution or in the statement referred to in section 240 (2) (b) or (3) (b) as the last date by which notice of dissent must be sent, or
• (b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3) A shareholder intending to dissent under section 238(1)(h) in respect of a court order that permits dissent must send written notice of dissent to the company

• (a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or
• (b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4) A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

• (a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner and the shareholder owns no other shares of the company as beneficial owner, a statement to that effect;
• (b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and beneficial owner but the shareholder owns other shares of the company as beneficial owner, a statement to that effect and
  • (i) the names of the registered owners of those other shares,
  • (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and
  • (iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;
• (c) if dissent is being exercised by the shareholder on behalf of a beneficial owner who is not the dissenting shareholder, a statement to that effect and
  • (i) the name and address of the beneficial owner, and
  • (ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the beneficial owner that are registered in the shareholder's name.

(5) The right of a shareholder to dissent on behalf of a beneficial owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that beneficial owner if subsections (1) to (4) of this section, as those subsections pertain to that beneficial owner, are not complied with.

Notice of intention to proceed

243 (1) A company that receives a notice of dissent under section 242 from a dissenter must,

• (a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of
  • (i) the date on which the company forms the intention to proceed, and
  • (ii) the date on which the notice of dissent was received, or
• (b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2) A notice sent under subsection (1)(a) or (b) of this section must

• (a) be dated not earlier than the date on which the notice is sent,
• (b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and
• (c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244 (1) A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

• (a) a written statement that the dissenter requires the company to purchase all of the notice shares,
• (b) the certificates, if any, representing the notice shares, and
• (c) if section 242(4)(c) applies, a written statement that complies with subsection (2) of this section.

(2) The written statement referred to in subsection (1)(c) must

• (a) be signed by the beneficial owner on whose behalf dissent is being exercised, and
• (b) set out whether or not the beneficial owner is the beneficial owner of other shares of the company and, if so, set out
  • (i) the names of the registered owners of those other shares,
  • (ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) that dissent is being exercised in respect of all of those other shares.

(3) After the dissenter has complied with subsection (1),

• (a) the dissenter is deemed to have sold to the company the notice shares, and
• (b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4) Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5) Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6) A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245 (1) A company and a dissenter who has complied with section 244(1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

• (a) promptly pay that amount to the dissenter, or
• (b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2) A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

• (a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,
• (b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244(1), and
• (c) make consequential orders and give directions it considers appropriate.

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2) (a) of this section, the company must

• (a) pay to each dissenter who has complied with section 244(1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter's notice shares, or
• (b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4) If a dissenter receives a notice under subsection (1)(b) or (3)(b),

• (a) the dissenter may, within 30 days after receipt, withdraw the dissenter's notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or
• (b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5) A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

• (a) the company is insolvent, or
• (b) the payment would render the company insolvent.

Loss of right to dissent

246 The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

• (a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

• (b) the resolution in respect of which the notice of dissent was sent does not pass;

• (c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

• (d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

• (e) the arrangement in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

• (f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

• (g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

• (h) the notice of dissent is withdrawn with the written consent of the company;

• (i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247 If, under section 244(4) or (5), 245(4)(a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

• (a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244(1)(b) or, if those share certificates are unavailable, replacements for those share certificates,
• (b) the dissenter regains any ability lost under section 244(6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and;
• (c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

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