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– Public company incorporated in Canada

– Formerly listed on the Toronto and Frankfurt Stock Exchanges

– Mineral exploration and development properties in the US, Australia and Canada

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December 14, 2023

Goldstake Explorations Inc. and Transpacific Resources Inc. have entered into a definitive agreement to sell the Cadillac Larder Break (Clay) property to Gatling Exploration Inc. for CAD $5 million. Gatling Exploration Inc. entered into a definitive agreement to acquire Cadillac Larder Break (Clay) Property from Goldstake Explorations Inc. and Transpacific Resources Inc. for CAD $5 million on December 14, 2023. The 6,700-acre property is on the Cadillac Larder Break in McGarry, McVittie and Ossian Townships, Ontario, and includes the “Instant Pond“ (IP) and “F” gold zones. The property is located less than 2 km north of the Kerr Addison Mine which produced over 11 million ounces of gold. The closing of the Transaction is contingent upon customary closing conditions, including Goldstake and Transpacific each obtaining approval by their shareholders for the sale of the Property required in accordance with section 184(3) of the Business Corporations Act (Ontario) as well as regulatory approvals in respect of the transfer of the Property to Gatling. The transaction is expected to close in March 2024.

February 2, 2024

NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS OF
GOLDSTAKE EXPLORATIONS INC. TO BE HELD ON MARCH 15, 2024
and
NOTICE OF SPECIAL MEETING OF THE SHAREHOLDERS OF
TRANSPACIFIC RESOURCES INC. TO BE HELD ON MARCH 15, 2024
and
JOINT MANAGEMENT INFORMATION CIRCULAR
GOLDSTAKE EXPLORATIONS INC.
and
TRANSPACIFIC RESOURCES INC.
February 2, 2024
LETTER TO SHAREHOLDERS

February 2, 2024
Dear Goldstake Shareholders:
You are invited to attend a special meeting (the “Goldstake Meeting”) of the holders (the “Goldstake Shareholders”) of common shares (“Goldstake Shares”) of Goldstake Explorations Inc. (“Goldstake”) which will be held by virtual electronic means only via live webcast at https://virtual-meetings.tsxtrust.com/en/1582 with the password goldstake2024 at 1:00pm (Eastern time) on March 15, 2024.
At the Goldstake Meeting, the Goldstake Shareholders will be asked to consider and, if deemed advisable, approve: (i) a special resolution (the “Goldstake Transaction Resolution”, and together with the Goldstake Bylaw Resolution, the “Goldstake Resolutions”) authorizing the sale of all of Goldstake’s interest in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Transaction”) to Gatling Exploration Inc. (“Gatling”), a wholly-owned subsidiary of MAG Silver Corp. (“MAG Silver”), which represents a sale of all or substantially all of the property of Goldstake under the Business Corporations Act (Ontario) (the “OBCA”); and (ii) an ordinary resolution ratifying an amendment to the by-laws and Goldstake setting the quorum for a shareholders’ meeting of Goldstake at two Goldstake Shareholders present virtually or by proxy (the “Goldstake Bylaw Resolution”, and together with the Goldstake Transaction Resolution, the “Goldstake Resolutions”).
If you cannot attend the Goldstake Meeting, please complete the form of proxy and submit it as soon as possible. Your vote is important to Goldstake and we strongly encourage you to attend the Goldstake Meeting or submit the form of proxy.
Goldstake and Transpacific Resources Inc. (“Transpacific” and together with Goldstake, the “Vendors”) have entered into a definitive asset purchase agreement dated December 7, 2023 with MAG Silver and its wholly owned subsidiary Gatling regarding the sale of all of the Vendors’ interest in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Property”) to Gatling in exchange for C$5,000,000, payable in cash at the closing of the Transaction (the “Purchase Price”). At the closing of the Transaction, the Purchase Price will be paid to each Vendor on a pro rata basis in proportion to its interest in the Property with Goldstake entitled to 75% of the Purchase Price in respect of its 75% interest in the Property and Transpacific entitled to 25% of the Purchase Price in respect of its 25% interest in the Property, in each case less such Vendor’s customary transaction expenses.
Goldstake Shareholder approval for the Transaction is required pursuant to Section 184(3) of the OBCA as the Transaction is a sale of all or substantially all of the property of Goldstake other than in the ordinary course of business.
Registered owners of Goldstake Shares who are not able to attend the Goldstake Meeting are requested to complete, sign and return the form of proxy for use at the Goldstake Meeting to Goldstake according to the instructions set out in the accompanying Circular in the section entitled “General Proxy Information for Goldstake – Appointment of Proxies”. Proxy forms must be received no later than 1:00pm (Eastern time) on March 13, 2024 or, in the event that the Goldstake Meeting is adjourned or postponed, no later than 48 hours prior to the time of the adjourned or postponed Goldstake Meeting (excluding Saturdays, Sundays and statutory holidays). Beneficial owners of Goldstake Shares registered in the name of a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in order to vote their Goldstake Shares.
Upon completion of the Transaction, Goldstake intends to continue work on its gold tailings project in South Dakota and through its minority ownership stake in its gold project in Australia.
2
On behalf of Goldstake, I would like to thank all Goldstake Shareholders for your ongoing support as we prepare to take part in this exciting and important event in the development of Goldstake.
Yours very truly,
(signed) “Robert Cleaver”
Robert Cleaver Chairman

LETTER TO SHAREHOLDERS
February 2, 2024
Dear Transpacific Shareholders:
You are invited to attend a special meeting (the “Transpacific Meeting”) of the holders (the “Transpacific Shareholders”) of common shares (“Transpacific Shares”) of Transpacific Resources Inc. (“Transpacific”) to be held by virtual electronic means only via live webcast at https://meetnow.global/MPYZT9S at 2:00pm (Eastern time) on March 15, 2024.
At the Transpacific Meeting, the Transpacific Shareholders will be asked to consider and, if deemed advisable, approve a special resolution (the “Transpacific Resolution”) authorizing the sale of all of Transpacific’s interest in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Transaction”) to Gatling Exploration Inc. (“Gatling”), a wholly-owned subsidiary of MAG Silver Corp. (“MAG Silver”), which represents a sale of all or substantially all of the property of Transpacific under the Business Corporations Act (Ontario) (the “OBCA).
If you cannot attend the Transpacific Meeting, please complete the enclosed form of proxy and submit it as soon as possible. Your vote is important to Transpacific and we strongly encourage you to attend the Transpacific Meeting or submit the enclosed form of proxy.
Transpacific and Goldstake Explorations Inc. (“Goldstake” and together with Transpacific, the “Vendors”) have entered into a definitive asset purchase agreement dated December 7, 2023 with MAG Silver and its wholly owned subsidiary Gatling regarding the sale of all of the Vendors’ interest in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Property”) to Gatling in exchange for C$5,000,000, payable in cash at the closing of the Transaction (the “Purchase Price”). At the closing of the Transaction, the Purchase Price will be paid to each Vendor on a pro rata basis in proportion to its interest in the Property with Goldstake entitled to 75% of the Purchase Price in respect of its 75% interest in the Property and Transpacific entitled to 25% of the Purchase Price in respect of its 25% interest in the Property, in each case less such Vendor’s customary transaction expenses.
Transpacific Shareholder approval for the Transaction is required pursuant to Section 184(3) of the OBCA as the Transaction is a sale of all or substantially all of the property of Transpacific other than in the ordinary course of business.
Registered owners of Transpacific Shares who are not able to attend the Transpacific Meeting are requested to complete, sign and return the accompanying form of proxy for use at the Transpacific Meeting to Transpacific according to the instructions set out in the accompanying Circular in the section entitled “General Proxy Information for Transpacific – Appointment of Proxies”. Proxy forms must be received no later than 2:00pm (Eastern time) on March 13, 2024 or, in the event that the Transpacific Meeting is adjourned or postponed, no later than 48 hours prior to the time of the adjourned or postponed Transpacific Meeting (excluding Saturdays, Sundays and statutory holidays). Beneficial owners of Transpacific Shares registered in the name of a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in order to vote their Transpacific Shares.
On behalf of Transpacific, I would like to thank all Transpacific Shareholders for your ongoing support as we prepare to take part in this exciting and important event in the development of Transpacific.
Yours very truly,
(signed) “Frances Clay”
Frances Clay Director

TABLE OF CONTENTS

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS …………………………………………….. 1
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS …………………………………………….. 3
SUMMARY ……………………………………………………….. 5
GLOSSARY OF DEFINED TERMS ……………………… 6
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION ……………………………………… 10
INFORMATION CONTAINED IN THIS CIRCULAR … 1
SOLICITATION OF PROXIES BY GOLDSTAKE ……. 2
SOLICITATION OF PROXIES BY TRANSPACIFIC .. 2
THE TRANSACTION …………………………………………. 2
Background to the Transaction ………………………… 2
Recommendation of the Goldstake Board …………. 3
Reasons for the Recommendation of the Goldstake Board ……………………………………………. 3
Other Work by Goldstake ………………………………… 3
Recommendation of the Transpacific Board ………. 4
Reasons for the Recommendation of the Transpacific Board …………………………………………. 4
The Asset Purchase Agreement ………………………. 4
Goldstake Shareholder Approval ……………………. 10
Transpacific Shareholder Approval …………………. 10
DISSENT RIGHTS …………………………………………… 10
GENERAL INFORMATION CONCERNING THE GOLDSTAKE MEETING …………………………………… 11
Purpose of the Meeting and the Solicitation of Proxies ……………………………………………………….. 11
Conduct of the Meeting …………………………………. 11
Date, Time and Place of Meeting ……………………. 11
Quorum for the Transaction of Business ………….. 11
Goldstake Resolutions ………………………………….. 11
Interest of Certain Persons or Companies in Matters to be Acted Upon ……………………………… 12
Other Business at the Meeting ……………………….. 12
GENERAL INFORMATION CONCERNING THE TRANSPACIFIC MEETING ………………………………. 12
Purpose of the Meeting and the Solicitation of Proxies ……………………………………………………….. 12
Conduct of the Meeting …………………………………. 12
Date, Time and Place of Meeting ……………………. 12
Quorum for the Transaction of Business ………….. 12
Transpacific Resolution…………………………………. 12
Interest of Certain Persons or Companies in Matters to be Acted Upon ……………………………… 13
Other Business at the Meeting ……………………….. 13
GENERAL PROXY INFORMATION FOR GOLDSTAKE ………………………………………………….. 13
Solicitation of Proxies……………………………………. 13
Record Date ………………………………………………… 13
Notice and Access ……………………………………….. 13
Appointment of Proxies …………………………………. 14
Revocability of Proxies………………………………….. 15
Voting of Proxies ………………………………………….. 15
Advice to Goldstake Non-Registered Shareholders on Voting Their Goldstake Shares . 15
Broker Non-Votes ………………………………………… 16
Voting at the Virtual Goldstake Meeting …………… 16
Voting Securities and Principal Holders Thereof .. 17
Requisite Shareholder Approval …………………….. 17
GENERAL PROXY INFORMATION FOR TRANSPACIFIC ………………………………………………. 18
Solicitation of Proxies……………………………………. 18
Record Date ………………………………………………… 18
Notice and Access ……………………………………….. 18
Transpacific Registered Shareholders …………….. 19
Transpacific Non-Registered Shareholders ……… 19
Voting at the Virtual Transpacific Meeting………… 19
Participating in the Transpacific Meeting …………. 20
Voting at the Transpacific Meeting ………………….. 20
Appointment of proxies …………………………………. 21
Submitting a Proxy ……………………………………….. 21
Voting Securities and Principal Holders Thereof .. 22
Requisite Shareholder Approval …………………….. 22
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN THE TRANSACTION ……………….. 22
ABOUT MAG SILVER AND GATLING ………………… 22
OTHER MATERIAL FACTS ………………………………. 22
Approval of the Circular ………………………………… 22
APPROVAL OF DIRECTORS OF GOLDSTAKE EXPLORATIONS INC. ……………………………………… 23
APPROVAL OF DIRECTORS OF TRANSPACIFIC RESOURCES INC. ………………………………………….. 24
Appendix A Goldstake Transaction Resolution …. A-1
Appendix B Goldstake Bylaw Resolution …………. B-1
Appendix C Transpacific Resolution ……………….. C-1
Appendix D Asset Purchase Agreement ………….. D-1
Appendix E Dissent Rights ……………………………. E-1
1
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN to the holders (the “Goldstake Shareholders”) of common shares (the “Goldstake Shares”) of Goldstake Explorations Inc. (“Goldstake”) that a special meeting of the Goldstake Shareholders (the “Goldstake Meeting”) which will be held virtually via live webcast at https://virtual-meetings.tsxtrust.com/en/1582 with the password goldstake2024 at 1:00pm (Eastern time) on March 15, 2024 for the following purposes:

to consider, and if deemed advisable, approve a special resolution (the “Goldstake Transaction Resolution”), the full text of which is set forth in Appendix A to the accompanying joint management information circular (the “Circular”), of Goldstake authorizing the sale (the “Transaction”) of the interests of Goldstake in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Property”), which represents a sale of all or substantially all of the property of Goldstake in accordance with the terms of the asset purchase agreement dated December 7, 2023 among Goldstake, Transpacific Resources Inc. (“Transpacific”), Gatling Exploration Inc. (“Gatling”), and MAG Silver Corp. (“MAG Silver”) (as amended, supplemented or otherwise modified from time to time, the “Asset Purchase Agreement”), as more particularly described in the Circular;
to consider and if deemed advisable, to approve, an ordinary resolution ratifying the amendment of the by-laws of Goldstake to set the quorum for transaction of business at a meeting of its shareholders to two shareholders, or two proxyholders representing shareholders, or any combination thereof entitled to vote at the meeting (the “Goldstake Bylaw Resolution” and together with the Goldstake Transaction Resolution, the “Goldstake Resolutions”) the full text of which is set forth in Appendix B to the Circular, as required by the Asset Purchase Agreement; and
to transact such other business as may properly come before the Goldstake Meeting or any adjournment or postponement thereof.
The full texts of the Goldstake Transaction Resolution and the Goldstake Bylaw Resolution are set out in Appendix A and Appendix B of the Circular, respectively. The full text of the Asset Purchase Agreement entered into by Goldstake, Transpacific, Gatling, and MAG Silver is set out in Appendix D of the Circular and is also available on Goldstake’s profile on SEDAR+ at https://www.sedarplus.ca/.
The board of directors of Goldstake (the “Goldstake Board”) unanimously recommends that Goldstake Shareholders vote in favour the Goldstake Resolutions. It is a condition precedent to the completion of the Transaction that the Goldstake Resolutions be approved at the Goldstake Meeting. If the Goldstake Resolutions are not approved by the Goldstake Shareholders, the Transaction cannot be completed.
The record date (the “Goldstake Record Date”) for determining Goldstake Shareholders entitled to receive notice of the Goldstake Meeting, or any adjournment thereof, is the close of business on February 2, 2024. Only Goldstake Shareholders registered as such in the share register of Goldstake as of the close of business on the Goldstake Record Date are entitled to receive notice of, and attend, the Goldstake Meeting. The only persons entitled to vote virtually or by proxy on the Goldstake Resolutions, or such other business as may be properly brought before the Goldstake Meeting, are the Goldstake Shareholders registered as such in the share register of Goldstake as of the close of business on the Goldstake Record Date.
Registered owners of Goldstake Shares who are not able to attend the Goldstake Meeting are requested to complete, sign and return the form of proxy for use at the Goldstake Meeting according to the instructions set out in the accompanying Circular in the section entitled “General Proxy Information for Goldstake – Appointment of Proxies”.
Proxy forms must be received no later than 1:00pm (Eastern time) on March 13, 2024 or, in the event that the Goldstake Meeting is adjourned or postponed, no later than 48 hours prior to the time of the adjourned or postponed Goldstake Meeting (excluding Saturdays, Sundays and statutory holidays). Beneficial owners of Goldstake Shares
2
registered in the name of a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in order to vote their Goldstake Shares.
Pursuant to the Business Corporations Act (Ontario) (the “OBCA”), registered Goldstake Shareholders (“Goldstake Registered Shareholders”) have the right to dissent in respect of the Goldstake Transaction Resolution. This dissent right and the procedures for its exercise pursuant to Section 185 of the OBCA, are summarized in “Dissent Rights” in the Circular and the text of Section 185 of the OBCA, which is set out in Appendix E to the Circular. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent. Only Goldstake Registered Shareholders are entitled to exercise rights of dissent; accordingly, non-registered beneficial Goldstake Shareholders should contact their broker, investment dealer, bank, trust company or other intermediary to exercise dissent rights.
DATED this 2nd day of February, 2024.
BY ORDER OF THE BOARD OF GOLDSTAKE EXPLORATIONS INC.
(signed) “Robert Cleaver”
Robert Cleaver Chairman
3
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
NOTICE IS HEREBY GIVEN to the holders (the “Transpacific Shareholders”) of common shares (the “Transpacific Shares”) of Transpacific Resources Inc. (“Transpacific”) that a special meeting of the Transpacific Shareholders (the “Transpacific Meeting”) which will be held virtually via live webcast at https:/meetnow.global/MPYZT9S at 2:00pm (Eastern time) on March 15, 2024, for the following purposes:
1.to consider, and if deemed advisable, to pass, with or without variation, a special resolution (the “Transpacific Resolution”), the full text of which is set forth in Appendix C to the accompanying joint management information circular (the “Circular”) of Transpacific and Goldstake Explorations Inc.(“Goldstake”) dated February 2, 2024, authorizing the sale (the “Transaction”) of the interest of Goldstake and Transpacific (collectively, the “Vendors”) in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Property”), which represents a sale of all or substantially all of the property of Transpacific in accordance with the terms of the asset purchase agreement dated December 7, 2023 among the Vendors, Gatling Exploration Inc. (“Gatling”), and MAG Silver Corp.(“MAG Silver”) (as amended, supplemented or otherwise modified from time to time, the “Asset Purchase Agreement”), as more particularly described in the Circular; and2.to transact such other business as may properly come before the Transpacific Meeting or any adjournment or postponement thereof.
The full text of the Transpacific Resolution is set out in Appendix C of the Circular. The full text of the Asset Purchase Agreement entered into by Transpacific, Goldstake, Gatling and MAG Silver is set out in Appendix D of the Circular and is also available on Transpacific’s profile on SEDAR+ at https://www.sedarplus.ca/.
The board of directors of Transpacific (the “Transpacific Board”) unanimously recommends that Transpacific Shareholders vote in favour of the Transpacific Resolution. It is a condition precedent to the completion of the Transaction that the Transpacific Resolution be approved at the Transpacific Meeting. If the Transpacific Resolution is not approved by the Transpacific Shareholders, the Transaction cannot be completed.
The record date (the “Transpacific Record Date”) for determining Transpacific Shareholders entitled to receive notice of the Transpacific Meeting, or any adjournment thereof, is the close of business on February 2, 2024. Only Transpacific Shareholders registered as such in the share register of Transpacific as of the close of business on the Transpacific Record Date are entitled to receive notice of, and attend, the Transpacific Meeting. The only persons entitled to vote virtually or by proxy on the Transpacific Resolution, or such other business as may be properly brought before the Transpacific Meeting, are the Transpacific Shareholders registered as such in the share register of Transpacific as of the close of business on the Transpacific Record Date.
Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual meeting must submit their Proxy or Voting Instruction Form (as applicable and as more particularly described in the Circular) prior to registering their proxyholder according to the instructions set out in the accompanying Circular in the section entitled “General Proxy Information for Transpacific – Appointment of Proxies”. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy/voting instruction form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an invite code to participate in the meeting.
Proxy forms must be submitted no later than 2:00pm (Eastern time) on March 13, 2024 or, in the event that the Transpacific Meeting is adjourned or postponed, no later than 48 hours prior to the time of the adjourned or postponed Transpacific Meeting (excluding Saturdays, Sundays and statutory holidays). Beneficial owners of Transpacific Shares registered in the name of a broker, investment dealer, bank, trust company or other intermediary should follow the instructions provided by such intermediary in order to vote their Transpacific Shares.
Pursuant to the OBCA, registered Transpacific Shareholders (“Transpacific Registered Shareholders”) have the right to dissent in respect of the Transpacific Resolution. This dissent right and the procedures for its exercise
4
pursuant to Section 185 of the OBCA, are summarized in “Dissent Rights” in the Circular and the text of Section 185 of the OBCA, which is set out in Appendix E to the Circular. Failure to comply strictly with the dissent procedures may result in the loss or unavailability of the right to dissent. Only Transpacific Registered Shareholders are entitled to exercise rights of dissent; accordingly, non-registered beneficial Transpacific Shareholders should contact their broker, investment dealer, bank, trust company or other intermediary to exercise dissent rights.
DATED this 2nd day of February, 2024.
BY ORDER OF THE BOARD OF TRANSPACIFIC RESOURCES INC.
(signed) “Frances Clay”
Frances Clay Director
5
SUMMARY
The following is a summary of, and is qualified in its entirety by, the more detailed information appearing or referred to elsewhere in this Circular. Goldstake Shareholders and Transpacific Shareholders are urged to read the Circular in its entirety. Certain capitalized words and terms used in this summary are defined in the Glossary.
The Goldstake Meeting
The Goldstake Meeting will be held virtually via live webcast at https://virtual-meetings.tsxtrust.com/en/1582 with the password goldstake2024 at 1:00pm (Eastern time) on March 15, 2024. At the Goldstake Meeting, the Goldstake Shareholders as of the Goldstake Record Date will receive and consider the Goldstake Resolutions to ratify the amendment of the bylaws of Goldstake and to approve the Transaction.
The Transpacific Meeting
The Transpacific Meeting will be held virtually via live webcast at https:/meetnow.global/MPYZT9S at 2:00pm (Eastern time) on March 15, 2024. At the Transpacific Meeting, the Transpacific Shareholders as of the Transpacific Record Date will receive and consider the Transpacific Resolution to approve the Transaction.
Proposed Transaction
Goldstake Explorations Inc. (“Goldstake”), and Transpacific Resources Inc. (“Transpacific” and together with Goldstake, the “Vendors”) are pleased to announce they have entered into a definitive asset purchase agreement dated December 7, 2023 (the “Asset Purchase Agreement”) with MAG Silver Corp. and its wholly owned subsidiary Gatling Exploration Inc. (“Gatling”) regarding the sale of all of the Vendors’ interest in the Clay Property located in the Larder Lake Mining Division in Ontario, Canada (the “Property”) to Gatling (the “Transaction”) in exchange for C$5,000,000, payable in cash at the closing of the Transaction (the “Purchase Price”), which represents a sale of all or substantially all of the property of the Vendors under the Business Corporations Act (Ontario) (the “OBCA”). At the closing of the Transaction, the Purchase Price will be paid to each Vendor on a pro rata basis in proportion to its interest in the Property with Goldstake entitled to 75% of the Purchase Price in respect of its 75% interest in the Property and Transpacific entitled to 25% of the Purchase Price in respect of its 25% interest in the Property, in each case less such Vendor’s customary transaction expenses.
The closing of the Transaction is contingent upon customary closing conditions, including Goldstake and Transpacific each obtaining approval by their shareholders for the sale of the Property required in accordance with section 184(3) of the OBCA as well as regulatory approvals in respect of the transfer of the Property to Gatling.
Recommendation of the Goldstake Board
The Goldstake Board, having undertaken a thorough review of, and having carefully considered the terms of the Transaction and the Asset Purchase Agreement, and such other matters as it considered necessary and relevant, has unanimously determined that the Transaction is in the best interests of Goldstake and has authorized Goldstake to enter into the Asset Purchase Agreement and all related agreements.
Accordingly, the Goldstake Board unanimously recommends that the Goldstake Shareholders vote in favour of the Goldstake Resolutions. See “The Transaction – Recommendation of the Goldstake Board”.
Recommendation of the Transpacific Board
The Transpacific Board, having undertaken a thorough review of, and having carefully considered the terms of the Transaction and the Asset Purchase Agreement, and such other matters as it considered necessary and relevant, has unanimously determined that the Transaction is in the best interests of Transpacific and has authorized Transpacific to enter into the Asset Purchase Agreement and all related agreements.
Accordingly, the Transpacific Board unanimously recommends that the Transpacific Shareholders vote in favour of the Transpacific Resolution. See “The Transaction – Recommendation of the Transpacific Board”.
6
GLOSSARY OF DEFINED TERMS
Unless otherwise indicated or inconsistent with the context, the following is a glossary of terms and abbreviations that appear in this Circular (not including the Appendices). This Glossary of Defined Terms is not an exhaustive list of the defined terms or expressions used in this Circular and other terms and expressions may be defined throughout this Circular. A Glossary of Technical Terms may be found at the end of this Circular.
“Affiliate”
means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “control” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning.
“Alternative Transaction”
means any inquiry, proposal or offer (written or oral) from any Person or group of Persons other than Gatling relating to: (a) any sale or disposition (or lease or joint venture), direct or indirect of any interest in the Purchased Assets; (b) any direct or indirect sale, issuance or acquisition of shares or other securities (or securities convertible or exercisable for such shares or interests) in the Vendors that, when taken together with the securities of the Vendors held by the proposed acquiror and any Person acting jointly or in concert with such acquiror, represent 20% or more of the voting securities of the Vendors, or rights or interests therein and thereto; (c) an amalgamation, arrangement, merger, business combination, or consolidation involving the Vendors or one or more of its subsidiaries that collectively own assets to which 20% or more of the Vendors’ revenues or earnings on a consolidated basis are attributable; (d) any take-over bid, issuer bid, exchange offer, liquidation, dissolution, reorganization, recapitalization, treasury issuance or similar transaction involving the Vendors or its subsidiaries that, if consummated, would result in any Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Vendors or assets to which 20% or more of the Vendors’ revenues or earnings on a consolidated basis are attributable; or (e) any other similar transaction or series of transactions involving the Vendors or any of its subsidiaries.
“Applicable Law”
means, with respect to any Person, property, transaction, event or other matter, (i) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law, rule, municipal by-law, Order or other requirement having the force of law, (ii) any policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively, the “Law”) relating or applicable to such Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of the Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.
“Asset Purchase Agreement”
means the Asset Purchase Agreement among Gatling, the Vendors, and MAG Silver dated December 7, 2023, the full text of which is set out at Appendix D of the Circular.
“Blakes”
means Blake, Cassels & Graydon LLP, legal counsel to MAG Silver and Gatling.
“Business Day”
means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto.
“Closing”
means the completion of the purchase and sale of the Purchased Assets in accordance with the provisions of the Asset Purchase Agreement.
7
“Closing Date”
means the day that is three (3) Business Days after the date upon which the conditions set forth in Section 3.2 of the Asset Purchase Agreement are satisfied or waived (other than the satisfaction of those conditions that, by their terms, cannot be satisfied until 10:00 a.m. on the Closing Date), or such earlier or later date as may be agreed to in writing by the Parties.
“Closing Time”
means 10:00 a.m. on the Closing Date.
“Consent”
means any consent, approval, authorization, permit, waiver, ruling, exemption or acknowledgement from any Person (other than the Vendors) which is provided for or required: (a) pursuant to the terms of any contracts with respect to the mining rights; or (b) under any Applicable Law applicable to the Vendors, in either case in connection with the sale of the Purchased Assets to Gatling on the terms contemplated in the Asset Purchase Agreement, to permit Gatling to use the Purchased Assets after Closing, or which is otherwise necessary to permit the Vendors to perform its obligations under the Asset Purchase Agreement, including but not limited to those listed in Schedule “B” of the Asset Purchase Agreement.
“Corporate Approvals”
means (a) all necessary approvals from the board of directors of each of the Vendors necessary or desirable to consummate the transactions under the Asset Purchase Agreement, including the Goldstake Bylaw Resolution, and (b) the Shareholders’ Approvals, in each case including, without limitation, such resolutions as are required to (i) authorize the sale of all or substantially all of the assets or undertaking of each of the Vendors, as the case may be, and (ii) ratify, confirm and approve the Goldstake Bylaw Resolution.
“Damages”
means, whether or not involving a third party claim, any loss, cost, liability, claim, interest, fine, penalty, assessment, Taxes, damages available at law or in equity (excluding incidental, consequential, special, aggravated, exemplary or punitive damages), expense (including reasonable costs, fees and expenses of legal counsel on a full indemnity basis, without reduction for tariff rates or similar reductions and reasonable costs, fees and expenses of investigation) or diminution in value.
“Dissent Procedures”
means the procedures for dissenting shareholders set out in the provisions of Section 185 of the OBCA.
“Encumbrance”
means, whether registered in any fashion or not, any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, royalty agreement, security interest of any nature, adverse claim, exception, reservation, easement, encroachment, servitude, restriction on use, right of occupation, any matter capable of registration against title, option, right of first offer or refusal or similar right, right of pre-emption or privilege or any contract, agreement or arrangement to create any of the foregoing.
“Environmental Law”
means Applicable Law in respect of the natural environment, public or occupational health or safety, and the manufacture, importation, handling, transportation, storage, disposal and treatment of Hazardous Substances.
“Gatling”
means Gatling Exploration Inc.
“Goldstake”
means Goldstake Explorations Inc.
“Goldstake Board”
means the board of directors of Goldstake.
“Goldstake Bylaw Resolution”
means resolutions duly passed by the board of directors of Goldstake, amending Goldstake’s constating documents to provide that the quorum for the transaction of business at a meeting of its Shareholders shall be two Shareholders, or two proxyholders representing Shareholders, or any combination thereof entitled to vote at the meeting.
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“Goldstake Meeting”
means the special meeting of Goldstake Shareholders to be held virtually on March 15, 2024 at 1:00 pm (Eastern time).
“Goldstake Non-Registered Shareholders”
means a non-registered holder of Goldstake Shares.
“Goldstake Registered Shareholders”
means the Persons whose names appear on the register of Goldstake as the owners of Goldstake Shares.
“Goldstake Shareholders”
means the registered and/or beneficial holders of Goldstake Shares, as the context requires.
“Goldstake Shares”
means the common shares in the capital of Goldstake.
“Governmental Authority” or “Governmental Authorities”
means (a) any domestic or foreign government, whether national, federal, provincial, state, territorial, municipal or local (whether administrative, legislative, executive or otherwise); (b) any agency, authority, ministry, department, regulatory body, court, central bank, bureau, board or other instrumentality having legislative, judicial, taxing, regulatory, prosecutorial or administrative powers or functions of, or pertaining to, government; (c) any court, tribunal, commission, individual, arbitrator, arbitration panel or other body having adjudicative, regulatory, judicial, quasi-judicial, administrative or similar functions; and (d) any other body or entity created under the authority of or otherwise subject to the jurisdiction of any of the foregoing, including any stock or other securities exchange or professional association.
“Hazardous Substance”
means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of them that may impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual and includes any contaminant, waste, substance or material defined by Environmental Law as hazardous, toxic or dangerous or any other substance or material prohibited, regulated or reportable pursuant to any Environmental Law.
“Indemnified Party”
means a Person whom the Vendors or Gatling, as the case may be, is required to indemnify under Article 4 of Asset Purchase Agreement.
“Indemnifying Party”
means, in relation to an Indemnified Party, the Party to the Asset Purchase Agreement that is required to indemnify such Indemnified Party under Article 4 of Asset Purchase Agreement.
“Intermediary”
means a broker, investment dealer, bank, trust company or other intermediary directly holding shares of Transpacific or Goldstake on behalf of a Non-Registered Shareholder.
“Legal Proceeding”
has the meaning set out in section 2.1(11) of the Asset Purchase Agreement.
“Liability”
means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.
“MAG Silver”
means MAG Silver Corp., a guarantor of Gatling under the Asset Purchase Agreement.
“Mining Claims”
means the mining rights and mining claims (as such terms are defined in the Mining Act) and leases, in each case, either existing under contract, by operation of Law or otherwise, held by the Vendors in the Larder Lake Mining Division of Ontario and as more particularly set out on Schedule “D” of the Asset Purchase Agreement, together with all renewals or extensions thereof and all surface, water and ancillary or appurtenant rights attached or
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accruing thereto.
“Net Purchase Price”
means the Purchase Price minus the Vendors’ Legal Retainer.
“Non-Registered Shareholders”
means, collectively, the Transpacific Non-Registered Shareholders and the Goldstake Non-Registered Shareholders.
“Notice-and-Access Provisions”
means the notice-and-access provisions pursuant to NI 54-101.
“Notice of Claim”
means prompt written notice of the Indemnified Party to the Indemnifying Party in respect of a state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under Article 4 of the Asset Purchase Agreement.
“OBCA”
means the Business Corporations Act (Ontario).
“Order”
means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.
“Osler”
means Osler, Hoskin & Harcourt LLP, legal counsel to the Vendors.
“Outside Date”
means December 31, 2024.
“Party”
means a party to the Asset Purchase Agreement and any reference to a Party includes its successors and permitted assigns and “Parties” means every Party.
“Person”
is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.
“Property”
means the Clay Property located in the Larder Lake Mining Division, Ontario, Canada.
“Purchase Price”
means C$5,000,000.00.
“Purchased Assets”
means the Mining Claims, Vendors’ Real Property and the Records and Data.
“Purchaser’s Indemnified Parties
means Gatling, MAG Silver and each of their respective Affiliates and Representatives.
“Records and Data”
means all material and/or technical information and data (in paper or electronic form), environmental reports, maps, surveys, drill core samples and assays owned by and under the control or possession of the Vendors obtained from, describing or related to the Mining Claims.
“Registered Shareholders”
means, collectively, the Transpacific Registered Shareholders and the Goldstake Registered Shareholders.
“Representative”
when used with respect to a Party means each director, officer, employee, agent, consultant, adviser and other representative of that Party who is involved in the transactions contemplated by the Asset Purchase Agreement.
“Shareholders’ Approvals”
means the approval of the Shareholders’ Resolutions by each of the Vendors as set out in the Asset Purchase Agreement.
“Shareholders’ Resolutions”
means the shareholders’ resolutions authorizing: (i) each of the Vendors, respectively, to consummate the transactions set forth in the Asset Purchase Agreement, and (ii) in the case of the Goldstake Shareholders, ratifying, approving and confirming the Goldstake Bylaw Resolution.
“Taxes”
means, with respect to any Person, all supranational, national, federal, provincial, state, local or other Taxes, including income Taxes, branch Taxes, profits Taxes, capital gains Taxes, gross receipts Taxes, windfall
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profits Taxes, value added Taxes, severance Taxes, ad valorem Taxes, property Taxes, capital Taxes, net worth Taxes, production Taxes, sales Taxes, use Taxes, licence Taxes, excise Taxes, franchise Taxes, environmental Taxes, transfer Taxes, withholding or similar Taxes, payroll Taxes, employment Taxes, employer health Taxes, pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, stamp Taxes, occupation Taxes, premium Taxes, alternative or add-on minimum Taxes, GST/HST, sales Taxes, customs duties or other Taxes of any kind whatsoever imposed or charged by any Governmental Authority, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties.
“Transaction”
means the sale of all of the Vendors’ interest in the Property to Gatling
“Transpacific”
means Transpacific Resources Inc.
“Transpacific Board”
means the board of directors of Transpacific.
“Transpacific Meeting”
means the special meeting of the Transpacific Shareholders held virtually on March 15, 2024 at 1:00 pm (Eastern time).
“Transpacific Non-Registered Shareholders”
means a non-registered holder of Transpacific Shares.
“Transpacific Registered Shareholders”
means the Persons whose names appear on the register of Transpacific as the owners of Transpacific Shares.
“Transpacific Resolution”
means the special resolution authorizing the Transaction, the full text of which is set forth in Appendix C.
“Transpacific Shareholders”
means the registered and/or beneficial holders of Transpacific Shares, as the context requires.
“Transpacific Shares”
means the common shares in the capital of Transpacific.
“Vendors”
means Transpacific together with Goldstake.
“Vendors’ Fundamental Representations”
means the representations and warranties of the Vendors in Sections 2.1(1), 2.1(2), 2.1(4), 2.1(5), 2.1(6), 2.1(8), 2.1(11), 2.1(13) and 2.1(14) of the Asset Purchase Agreement.
“Vendors’ Indemnified Parties”
means the Vendors and the Vendors’ Affiliates and their respective directors, officers, employees and agents.
“Vendors’ Legal Retainer”
means the legal retainer of the Vendors paid for by Gatling to Osler in the amount of C$50,000.
“Vendors’ Real Property”
means all of the Vendors’ real property interests, including real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement, whether written or otherwise) in each case, either existing under contract, by operation of Law or otherwise in respect of, forming part of, relating to or affecting the Purchased Assets set out in Schedule “C” of the Asset Purchase Agreement.
CURRENCY PRESENTATION AND EXCHANGE RATE INFORMATION
All dollar amounts referenced herein are Canadian dollars and referred to as “$” unless otherwise specified.
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JOINT MANAGEMENT INFORMATION CIRCULAR
for the
SPECIAL MEETING OF THE SHAREHOLDERS OF GOLDSTAKE EXPLORATIONS INC.
TO BE HELD ON MARCH 15, 2024
and the
SPECIAL MEETING OF THE SHAREHOLDERS OF TRANSPACIFIC RESOURCES INC.
TO BE HELD ON MARCH 15, 2024
INFORMATION CONTAINED IN THIS CIRCULAR
Information contained in this Circular is given as of February 2, 2024, except as otherwise noted. Information in documents incorporated by reference herein is given as of the dates noted in such documents. References in this Circular to the “Goldstake Meeting” or the “Transpacific Meeting” include any adjournments or postponements thereof, as applicable.
No person has been authorized to give information or to make any representations in connection with the Transaction other than those contained in this Circular and, if given or made, any such information or representations should not be relied upon in making a decision as to how to vote on the Goldstake Resolutions or the Transpacific Resolution, or be considered to have been authorized by Goldstake or Transpacific.
The information concerning Goldstake in this Circular has been provided by Goldstake. Although Transpacific has no knowledge that would indicate that any of such information is untrue or incomplete, Transpacific does not assume any responsibility for the accuracy or completeness of such information or the failure by Goldstake to disclose events that may have occurred or may affect the completeness or accuracy of such information but which are unknown to Goldstake.
The information concerning Transpacific in this Circular has been provided by Transpacific. Although Goldstake has no knowledge that would indicate that any of such information is untrue or incomplete, Goldstake does not assume any responsibility for the accuracy or completeness of such information or the failure by Transpacific to disclose events that may have occurred or may affect the completeness or accuracy of such information but which are unknown to Transpacific.
The information concerning MAG Silver and Gatling in this Circular has been provided by MAG Silver. Although neither Goldstake nor Transpacific has any knowledge that would indicate that any of such information is untrue or incomplete, neither Goldstake nor Transpacific assumes any responsibility for the accuracy or completeness of such information. All summaries of, and references to, the Asset Purchase Agreement and the Transaction in this Circular are qualified in their entirety by reference to the complete text of the Asset Purchase Agreement, a copy of which is set out in Appendix D and also available on each of Goldstake and Transpacific’s profiles on SEDAR+ at https://www.sedarplus.ca/. You are urged to carefully read the full text of the Asset Purchase Agreement.
This Circular does not constitute an offer to buy, or a solicitation of an offer to sell, any securities, or the solicitation of a proxy, by any person in any jurisdiction in which such an offer or solicitation is not authorized or in which the
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person making such an offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation.
Shareholders should not construe the contents of this Circular as legal, tax or financial advice and should consult with their own professional advisors as to the relevant legal, tax, financial or other matters in connection with this Circular and the Transaction.
If you hold Goldstake Shares or Transpacific Shares through an Intermediary, you should contact your Intermediary for instructions and assistance in voting the Goldstake Shares and in voting the Transpacific Shares, as applicable, that you beneficially own.
SOLICITATION OF PROXIES BY GOLDSTAKE
This joint management information circular (the “Circular”) is furnished in connection with the solicitation of proxies by and on behalf of the management of Goldstake for use at the Goldstake Meeting of Goldstake Shareholders held virtually via live webcast at https://virtual-meetings.tsxtrust.com/en/1582 with the password goldstake2024 at 1:00pm (Eastern time) on March 15, 2024 for the purposes set out in the accompanying Goldstake Notice of Meeting. The solicitation will be conducted by mail and may be supplemented by telephone, internet, or other personal contact to be made without special compensation by officers and employees of Goldstake. The cost of solicitation will be borne by Goldstake.
SOLICITATION OF PROXIES BY TRANSPACIFIC
This Circular is furnished in connection with the solicitation of proxies by and on behalf of the management of Transpacific for use at the Transpacific Meeting of the Transpacific Shareholders held virtually via live webcast at https:/meetnow.global/MPYZT9S at 2:00pm (Eastern time) on March 15, 2024 for the purposes set out in the accompanying Transpacific Notice of Meeting. The solicitation will be conducted by mail and may be supplemented by telephone, internet, or other personal contact to be made without special compensation by officers and employees of Transpacific. The cost of solicitation will be borne by Transpacific.
THE TRANSACTION
Background to the Transaction
The entering into of the Asset Purchase Agreement is the result of extensive arm’s length negotiations between representatives of the Vendors on the one hand and MAG Silver and Gatling on the other, and each of their respective legal advisors. The negotiation and execution of the Asset Purchase Agreement followed detailed negotiations between the Parties. The following is a summary of the material events, meetings negotiations, discussions and actions between the parties that preceded the execution and public announcement of the Asset Purchase Agreement.
On August 3, 2017, Goldstake completed its exercise of an option to earn in a 75% interest in the Property from Transpacific pursuant to the terms of an option agreement dated August 7, 2003. The Property lies adjacent to the Larder Gold Project owned by Gatling in the Abitibi greenstone belt in Northern Ontario. On March 11, 2022, MAG Silver entered into a definitive arrangement agreement with Gatling pursuant to which MAG Silver acquired all of the issued and outstanding common shares of Gatling.
On June 6, 2022 Representatives of MAG Silver met with representatives of Goldstake and Transpacific to discuss the Property. The Vendors provided information about the Property and, after further discussions, MAG Silver indicated interest in the acquisition of the Property. Preliminary letters of intent were circulated between the Parties.
In September 2022, the Vendors signed a 12-month non-disclosure agreement with MAG Silver, and discussions around a potential transaction continued. Following the signing of the non-disclosure agreement in the fall of 2023, the parties agreed to adjust the purchase price for the Property so that it was C$5,000,000 with consideration provided in the form of cash and shares of MAG Silver. In November 2023, the parties agreed to adjust the purchase price for the Property so that it was C$5,000,000 payable in cash with no MAG Silver shares issuable. On Thursday November 2, 2023, Representatives of MAG Silver travelled to Etobicoke, Ontario to meet with
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Goldstake’s management in person. Following the meeting, MAG Silver: (i) provided Goldstake and Transpacific with a draft of the Asset Purchase Agreement; and (ii) offered to advance the Vendors’ Legal Retainer to the Vendors in exchange for agreeing to a two week period of exclusivity.
The Vendors agreed to the period of exclusivity on November 3, 2023. On November 4, 2023, the Vendors received the Vendors’ Legal Retainer and formally engaged Osler as their legal counsel in respect of the Transaction. The management and directors of Goldstake and Transpacific met with Osler to discuss the terms of the Asset Purchase Agreement on November 5, 2023. The Parties, Blakes and Osler thereafter continued to exchange drafts of the Asset Purchase Agreement while discussions were held on certain key terms. On November 21, 2023 the Parties agreed to extend the period of exclusive negotiations.
On December 5, 2023, Blakes shared a proposed final version of the Asset Purchase Agreement with Osler. On December 6, 2023 the boards of Goldstake and Transpacific met with Osler to discuss the execution version of the Asset Purchase Agreement and the Transaction. Osler led a discussion regarding the duties of directors of the Vendors in the circumstances of the Transaction and the implications of executing the Asset Purchase Agreement, including the scope of the interim covenants and alternatives available to each Vendor. After careful deliberations, the directors of each Vendor unanimously approved the Asset Purchase Agreement and the Transaction.
On December 7, 2023, the Vendors, Gatling, and MAG Silver entered into the Asset Purchase Agreement, as described in greater detail in the section entitled “The Transaction – The Asset Purchase Agreement”.
Recommendation of the Goldstake Board
The Goldstake Board, having undertaken a thorough review of, and having carefully considered the terms of the Transaction and the Asset Purchase Agreement, and such other matters as it considered necessary and relevant, has unanimously determined that the Transaction is in the best interests of Goldstake and has authorized Goldstake to enter into the Asset Purchase Agreement and all related agreements.
Accordingly, the Goldstake Board unanimously recommends that the Goldstake Shareholders vote in favour of the Goldstake Resolutions.
Reasons for the Recommendation of the Goldstake Board
In evaluating the Transaction, the Goldstake Board consulted with Goldstake’s senior management and with Osler and reviewed a significant amount of information and considered a number of factors in arriving at its determination to recommend the Transaction to Goldstake Shareholders, including those listed below.

Compelling Price. Goldstake will receive $3,712,500 in cash on Closing, less certain customary transaction costs, for its interest in the Property. The all cash consideration allows Goldstake to achieve certainty of value for its interest in the Property.
Compelling Value Relative to Alternatives. The Transaction represented the most compelling opportunity for Goldstake compared to any other potential alternative, including preservation of the status quo.
Deal Certainty. Gatling and MAG Silver’s obligation to complete the Transaction is subject to a limited number of conditions that the Goldstake Board believes are reasonable in the circumstances.
Profile of Purchaser. The Board considered Gatling and MAG Silver’s commitment, credit worthiness, record of completing acquisition transactions and anticipated ability to complete the transactions contemplated by the Asset Purchase Agreement.
Shareholder Approval. The Transaction must be approved by two-thirds of the votes cast by Goldstake Shareholders.
Other Work by Goldstake
Upon completion of the Transaction, Goldstake intends to continue work on its gold tailings project in South Dakota and through its minority ownership stake in its gold project in Australia.
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Recommendation of the Transpacific Board
The Transpacific Board, having undertaken a thorough review of, and having carefully considered the terms of the Transaction and the Asset Purchase Agreement, and such other matters as it considered necessary and relevant, has unanimously determined that the Transaction is in the best interests of Transpacific and has authorized Transpacific to enter into the Asset Purchase Agreement and all related agreements.
Accordingly, the Transpacific Board unanimously recommends that the Transpacific Shareholders vote in favour of the Transpacific Resolution.
Reasons for the Recommendation of the Transpacific Board
In evaluating the Transaction, the Transpacific Board consulted with Transpacific’s senior management and with Osler and reviewed a significant amount of information and considered a number of factors in arriving at its determination to recommend the Transaction to Transpacific Shareholders, including those listed below.
Compelling Price. Transpacific will receive $1,237,500 in cash on Closing, less certain customary transaction costs, for its interest in the Property. The all cash consideration allows Transpacific to achieve certainty of value for its interest in the Property.
Compelling Value Relative to Alternatives. The Transaction represented the most compelling opportunity for Transpacific compared to any other potential alternative, including preservation of the status quo.
Deal Certainty. Gatling and MAG Silver’s obligation to complete the Transaction is subject to a limited number of conditions that the Transpacific Board believes are reasonable in the circumstances.
Profile of Purchaser. The Board considered Gatling and MAG Silver’s commitment, credit worthiness, record of completing acquisition transactions and anticipated ability to complete the transactions contemplated by the Asset Purchase Agreement.
Shareholder Approval. The Transaction must be approved by two-thirds of the votes cast by Transpacific Shareholders.
The Asset Purchase Agreement
The transaction will be effected in accordance with the Asset Purchase Agreement. The following is a summary of the principal terms of the Asset Purchase Agreement. This summary does not purport to be complete and is qualified in its entirety by reference to the Asset Purchase Agreement, the full text of which is set out in Appendix D and available on Goldstake and Transpacific’s profiles on SEDAR+ at https://www.sedarplus.ca/. Goldstake Shareholders and Transpacific Shareholders are encouraged to read the Asset Purchase Agreement in its entirety.
Pursuant to the Asset Purchase Agreement, the Vendors’ agreed to sell their respective interests in the Property to Gatling in exchange for the Purchase Price. Gatling advanced the Vendors’ Legal Retainer to the Vendors in advance of signing the Asset Purchase Agreement such that only the Net Purchase Price will be payable at the closing of the Transaction. The Net Purchase Price will be paid to each Vendor on a pro rata basis in proportion to its interest in the Property with Goldstake entitled to 75% of the Net Purchase Price in respect of its 75% interest in the Property and Transpacific entitled to 25% of the Net Purchase Price in respect of its 25% interest in the Property, in each case less such Vendor’s customary transaction expenses.
The closing of the Transaction is contingent upon customary closing conditions, including Goldstake and Transpacific each obtaining the Shareholders’ Approvals for the sale of the Property required in accordance with section 184(3) of the OBCA as well as regulatory approvals in respect of the transfer of the Property to Gatling.
The terms of the Asset Purchase Agreement are the result of arm’s length negotiations between Gatling, MAG Silver and the Vendors.
Representations and Warranties
The Asset Purchase Agreement contains representations and warranties made by the Vendors to Gatling and representations and warranties made by Gatling to the Vendors.
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These representations and warranties were made solely for purposes of the Asset Purchase Agreement and may be subject to important qualifications and limitations agreed to by the parties in connection with negotiating the terms of the Asset Purchase Agreement. In addition, some of these representations and warranties are made as of specified dates, are subject to a contractual standard of materiality or material adverse effect different from that generally applicable to public disclosure of Gatling are used for the purpose of allocating risk between the parties to the Asset Purchase Agreement. For the foregoing reasons, you should not rely on the representations and warranties contained in the Asset Purchase Agreement as statements of factual information at the time they were made or otherwise.
The Asset Purchase Agreement contains certain representations and warranties of the Vendors, relating to, among other things: organization and qualification; constating documents; authority to enter into the Asset Purchase Agreement and performance of obligations thereunder; execution, delivery and enforceability of the Asset Purchase Agreement; consents and compliance with Applicable Laws; environmental matters; mining rights; permits; real and personal property; right, interest and title to and of the Purchased Assets; surface agreements; other agreements and commitments; filing of assessment work; absence of agreements to purchase and options; absence of disputes; aboriginal, non-governmental organizations and community groups; litigation; taxes; and full disclosure of material information.
The Asset Purchase Agreement also contains certain representations and warranties of Gatling, relating to, among other things: organization and qualification; authority to enter into the Asset Purchase Agreement and performance of obligations thereunder; execution, delivery and enforceability of the Asset Purchase Agreement; tax; and no conflicts.
Covenants
Confidentiality
The Vendors and Gatling mutually covenanted to keep confidential all information disclosed by the other Party except information to those of its representatives who need to know such confidential information for the purposes of implementing the transaction contemplated by the Asset Purchase Agreement.
Following the termination of the Asset Purchase Agreement, the Vendors and Gatling shall return all physical copies of confidential information in such recipient’s possession, destroy all electronic copies of confidential information, notes prepared, and deliver to the disclosing party a certificate indicating these requirements have been met.
Risk of Loss
The Vendors covenant that if before the Closing all or any of the Mining Claims are expropriated or seized in accordance with Applicable Law, Gatling shall have, in its sole discretion, the option to terminate the Asset Purchase Agreement or complete the transactions contemplated by the Asset Purchase Agreement and require the Vendors to assign to the Vendor the proceeds of any insurance payable as a result of the occurrence of such expropriation or seizure and to reduce the Purchase Price by such amount as may be mutually agreed.
Actions During Interim Period
The Vendors have covenanted that they:
shall operate each of its businesses in respect of the Purchased Assets in the ordinary course and in compliance with Applicable Law and the terms and conditions of all contracts relating to the Purchased Assets and shall preserve and maintain all of its right, title and interest to the Purchased Assets;
shall not (a) take any action that would cause any of the representations and warranties to be or become untrue on the Closing Date, or (b) terminate, amend, surrender, renew or otherwise modify any of the Mining Claims or Vendors’ Real Property without Gatling’s prior written consent;
shall, and shall direct its Representatives to, immediately cease any existing activities, discussions or negotiations with any Person or group other than Gatling with respect to an Alternative Transaction and if Vendors receives from any Person a proposal for an Alternative Transaction or any request for information about the Vendors or the Purchased Assets, the Vendors shall immediately notify Gatling of such proposal or request and the terms thereof. The Vendors shall not, and shall ensure that its Representatives do not,
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(a) initiate, solicit or encourage, directly or indirectly, any Alternative Transaction or proposal therefor, or (b) provide any information concerning the Vendors or any of the Purchased Assets to any Person other than Gatling or its Representatives;
shall pay all fees, Taxes, assessments and other charges levied by Governmental Authorities in respect of the Mining Claims or to maintain the Mining Claims in good standing and file all necessary affidavits of assessment work and other filings required to maintain the Mining Claims in good standing;
will not, by any action or inaction, cause any Encumbrance to be placed upon or against the Mining Claims or any part thereof;
shall each use respective commercially reasonable efforts to:
o convene and conduct a special meeting of its respective shareholders entitled to vote at a general meeting of each of the Vendors in accordance with each of its respective articles, by-laws and such other constating documents and Applicable Laws, as soon as reasonably practicable with a targeted date of on or before March 15, 2024, at which the Shareholders of the respective Vendors shall consider and, if thought advisable, approve Shareholders’ Resolutions authorizing (i) each of the Vendors, respectively, to consummate the transactions set forth in the Asset Purchase Agreement, and (ii) in the case of the Shareholders of Goldstake, ratifying, approving and confirming the resolutions of the board of directors amending the bylaws of Goldstake to provide that the quorum for the transaction of business at a meeting of its shareholders shall be two shareholders, or two proxyholders representing Shareholders, or any combination thereof entitled to vote at the meeting;
o as promptly as reasonably practicable following execution of the Asset Purchase Agreement: (i) prepare a joint information circular for the Goldstake Meeting and the Transpacific Meeting together with any other documents required by Applicable Laws, (ii) file the joint circular in all jurisdictions where the same is required to be filed, and (iii) mail the joint circular as required under Applicable Laws;
o allow Blakes to attend each shareholder meeting (including by virtual means);
o if requested by Gatling, use the services of dealers and proxy solicitation services and permit Gatling to otherwise assist the Vendors in a solicitation of proxies in favour of the Shareholders’ Resolutions, and, notwithstanding any other provision of the Asset Purchase Agreement, the costs and expenses associated with any such proxy solicitation required by Gatling shall be paid by Gatling;
o promptly as reasonably practicable following execution of the Asset Purchase Agreement, take all actions that are necessary or desirable to duly pass and authorize the Goldstake Bylaw Resolutions and obtain the Shareholders’ Approvals;;
o co-operate with Gatling and use each of their reasonable commercial efforts in good faith to take, or cause to be taken, all commercially reasonable actions, in each case as reasonably necessary to discharge their respective obligations under the Asset Purchase Agreement, and to complete any of the transactions contemplated by the Asset Purchase Agreement, including their obligations under Applicable Laws, at or before March 15, 2024; and
before the Closing Time and on reasonable advance written notice from Gatling, the Vendors shall give, or cause to be given, to Gatling and its Representatives full access during normal business hours to the Purchased Assets, including the books and records of the Vendors and the contracts relating to the Purchased Assets, to conduct such investigations, inspections, surveys or tests thereof (which for greater certainty shall exclude any surface disturbances including, without limitation, drilling, earth moving, road or culvert construction) and of the financial and legal condition of the Purchased Assets as Gatling or its Representatives deems necessary or desirable to familiarize itself with such properties, assets and other matters.
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Conditions Precedent to the Acquisition
Gatling’s Conditions
Gatling shall not be obligated to complete the purchase of the Purchased Assets pursuant to the Asset Purchase Agreement unless, at or before the Closing Time, each of the conditions listed below has been satisfied:
the representations and warranties of the Vendors in Section 2.1 of the Asset Purchase Agreement shall be true and correct at the Closing;
all covenants of the Vendors under the Asset Purchase Agreement to be performed or complied with on or before the Closing Time which have not been waived by Gatling shall have been duly performed or complied with by each of the Vendors in all respects;
each of the Mining Claims shall be in good standing on the Closing Date;
there is no action or proceeding pending to prohibit or restrict the purchase and sale of the Purchased Assets as contemplated hereunder or prohibit or restrict the ownership or operation by Gatling of the Purchased Assets;
no material adverse change shall have occurred with respect to the Purchased Assets;
the Vendors shall have performed and complied with all of the terms and conditions in the Asset Purchase Agreement on its part to be performed or complied with at or before the Closing Time and shall have each used its respective best efforts to execute and deliver to Gatling at the Closing all such assurances, consents, agreements, elections, documents and instruments, as may be contemplated by the Asset Purchase Agreement or as may be reasonably required by Gatling to complete the transactions provided for in the Asset Purchase Agreement, all of which shall be in form and substance satisfactory to Gatling, acting reasonably including:
o a certificate of status (or equivalent thereof) for each of the Vendors issued the day prior to the Closing;
o a certificate of a senior officer of each of the Vendors confirming the truth and accuracy of the representations and warranties set out in section 2.1 and confirming all covenants of the Vendors under the Asset Purchase Agreement to be performed or complied with on or before the Closing Time, which have not been waived by Gatling, have been duly performed or complied with by each of the Vendors in all respects as of the Closing Date;
o a receipt of the Vendors acknowledging full payment of the Purchase Price;
o a duly executed and registrable statutory form transfer document with respect to each of the Mining Claims, together with all other such instruments required to transfer title in the Mining Claims to Gatling;
o a duly executed transfer, assignment of leases and general conveyance of all of the Vendors’ interest in the Mining Claims, Vendors’ Real Property and the Records and Data;
o the Records and Data;
o evidence of all Consents required for the transactions contemplated hereunder, in a form satisfactory to Gatling, acting reasonably;
o evidence of all Corporate Approvals required for the transactions contemplated hereunder in a form satisfactory to Gatling, acting reasonably;
o each of the Vendor’s GST/HST registration numbers; and
o such further documentation necessary for the completion of the transactions contemplated hereby as may be reasonably required by Gatling.
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If any of Gatling’s conditions has not been fulfilled at or before the Outside Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of Gatling to comply with its obligations under the Asset Purchase Agreement, then Gatling in its sole discretion may either:
terminate the Asset Purchase Agreement by notice to the Vendors, as provided in the Asset Purchase Agreement; or
waive compliance with any such condition or aspect of such condition, without prejudice to its right of termination in the event of non-fulfillment of any other condition or any other aspect of such condition.
Seller’s Conditions
The Vendors shall not be obligated to complete the transactions contemplated by the Asset Purchase Agreement unless, at or before the Closing Time, each of the conditions listed below has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendors. Gatling shall take all such actions, steps and proceedings as are reasonably within Gatling’s control as may be necessary to ensure that the conditions listed below are fulfilled at or before the Closing Time:
The representations and warranties of Gatling in Section 2.2 of the Asset Purchase Agreement shall be true and correct at the Closing;
Gatling shall have performed and complied with all of the terms and conditions in the Asset Purchase Agreement on its part to be performed or complied with at or before the Closing Time, and shall have executed and delivered all such assurances, consents, agreements, certificates, elections, documents and instruments as may be contemplated by the Asset Purchase Agreement or as may be reasonably required by the Vendors to complete the transactions provided for in the Asset Purchase Agreement, all of which shall be in the form and substance satisfactory to the Vendors, acting reasonably including:
o a certificate of status (or equivalent thereof) for Gatling;
o a certificate of a senior officer of Gatling confirming the truth of the representations and warranties set out in Section 2.2 of the Asset Purchase Agreement;
o the Net Purchase Price;
o a duly executed transfer, assignment of leases and general conveyance of all of the Vendors’ interest in the Mining Claims, Vendors’ Real Property and the Records and Data; and
o such further documentation necessary for the completion of the transactions contemplated hereby as may be reasonably required by the Vendors.
If any of the Vendor’s conditions have not been fulfilled at or before the Outside Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors to comply with its obligations under the Asset Purchase Agreement, then the Vendors in their sole discretion may either:
terminate the Asset Purchase Agreement by notice to Gatling as provided in the Asset Purchase Agreement; or
waive compliance with any such condition or aspect of such condition, without prejudice to its right of termination in the event of non-fulfilment of any other condition or any other aspect of such condition.
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Survival and Indemnification
All provisions of the Asset Purchase Agreement and of any other agreement, certificate or instrument delivered pursuant to the Asset Purchase Agreement other than the conditions in Article 3 of the Asset Purchase Agreement, shall not merge on Closing but shall survive the execution, delivery and performance of the Asset Purchase Agreement, the Closing and the execution and delivery of any transfer documents or other documents of title to the Purchased Assets and all other agreements, certificates and instruments delivered pursuant to the Asset Purchase Agreement and the payment of the consideration for the Purchased Assets.
Indemnification by the Vendors
The Vendors shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages incurred or sustained by, or imposed upon, the Purchaser’s Indemnified Parties arising from, in connection with or related in any manner whatsoever to:
any incorrectness in or breach of any representation or warranty of the Vendors contained in the Asset Purchase Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Asset Purchase Agreement;
any breach or any non-fulfilment of any covenant or agreement on the part of the Vendors contained in the Asset Purchase Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Asset Purchase Agreement;
the Greeniaus Claim, as defined in the Asset Purchase Agreement, and any Legal Proceeding to which the Vendors are a party at any time on or prior to the Closing Date, or to which it becomes a party after the Closing Date arising from facts or circumstances that existed at any time on or prior to the Closing Date;
any Taxes required to be paid by Gatling in connection with the purchase of the Purchased Assets arising as a result of any Vendors’ failure to pay Taxes resulting directly or indirectly from the sale of the Purchased Assets and the transfer thereof; and
any Liability arising from the ownership or operation of the Purchased Assets prior to the Closing Date, including but not limited to any such liability arising under Environmental Law.
Indemnification by Gatling
Gatling shall indemnify the Vendors’ Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
any incorrectness in or breach of any representation or warranty of Gatling contained in the Asset Purchase Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Asset Purchase Agreement; and
any breach or non-fulfilment of any covenant or agreement on the part of Gatling contained in the Asset Purchase Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to the Asset Purchase Agreement.
Time Limits for Notice of Claim for Breach of Representations and Warranties
If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under Article 4 of the Asset Purchase Agreement, the Indemnified Party shall promptly give a Notice of Claim to the Indemnifying Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure.
No Damages may be recovered from the Vendors pursuant to the Asset Purchase Agreement unless a Notice of Claim is delivered by Gatling in accordance with the following timing: (a) at any time after Closing in respect of the Vendors’ Fundamental Representations; (b) at any time on or before the date that is 18 months after Closing in respect of all other representations and warranties of the Vendors.
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Limitation of Liability
Notwithstanding any other provision in the Asset Purchase Agreement, for the avoidance of doubt, in no event shall: (i) the aggregate liability of Gatling in respect of all breaches of the Asset Purchase Agreement and indemnities under the Asset Purchase Agreement exceed the Net Purchase Price; or (ii) the aggregate liability of the Vendors in respect of all breaches of the Asset Purchase Agreement and all indemnities under the Asset Purchase Agreement exceed the Net Purchase Price.
Termination
The Asset Purchase Agreement may be terminated on or prior to the Closing:
by the mutual written agreement of the Vendors and Gatling;
by the Vendors or Gatling, upon written notice to the other Parties, if either of the Shareholders’ Resolutions is not duly approved at the respective Goldstake Meeting or Transpacific Meeting; provided that neither of the Vendors shall be entitled to terminate the Asset Purchase Agreement where failure to obtain one or more of the necessary Shareholders’ Approvals is the result of a breach by a Vendor of its obligations under the Asset Purchase Agreement;
by written notice from Gatling to the Vendors as permitted if their conditions are not fulfilled or Mining Claims are expropriated or seized; or
by written notice from the Vendors to Gatling if their conditions are not fulfilled.
Amendment
The Asset Purchase Agreement may only be amended by mutual written agreement of the Vendors and Gatling.
Goldstake Shareholder Approval
The number of votes required to pass the Goldstake Transaction Resolution is not less than 66⅔% of the votes cast by Goldstake Shareholders, present either virtually or by proxy, at the Goldstake Meeting, with each Goldstake Shareholder being entitled to one vote for each Goldstake Share then held.
The number of votes required to pass the Goldstake Bylaw Resolution is 50% plus one of the votes cast by Goldstake Shareholders, present either virtually or by proxy, at the Goldstake Meeting, with each Goldstake Shareholder being entitled to one vote for each Goldstake Share then held.
Transpacific Shareholder Approval
The number of votes required to pass the Transpacific Resolution is not less than 66⅔% of the votes cast by Transpacific Shareholders, present either virtually or by proxy, at the Transpacific Meeting, with each Transpacific Shareholder being entitled to one vote for each Transpacific Share then held.
DISSENT RIGHTS
As indicated in the Goldstake Notice of Meeting and the Transpacific Notice of Meeting, Goldstake and Transpacific have arranged for Registered Shareholders who object to the Goldstake Transaction Resolution or the Transpacific Resolution, as applicable, to have the Dissent Rights set out in the provisions of Section 185 of the OBCA, which is set out in Appendix E to this Circular. Registered Shareholders who wish to dissent should take note that strict compliance with the Dissent Procedures is required.
Only Registered Shareholders may dissent. Goldstake Shareholders and Transpacific Shareholders should be aware that under Section 185 of the OBCA, Goldstake Shareholders and Transpacific Shareholders may only exercise Dissent Rights in respect of Goldstake Shares or Transpacific Shares that are registered in their name. Non-Registered Shareholders will not be able to exercise Dissent Rights directly. A Non-Registered Shareholder who wishes to exercise Dissent Rights should immediately contact the Intermediary with whom the Non-Registered Shareholder deals in respect of its Goldstake Shares or Transpacific Shares, as applicable, and either (i) instruct such Intermediary to exercise the Dissent Rights
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on the Non-Registered Shareholder’s behalf, or (ii) instruct such Intermediary to re-register such Goldstake Shares or Transpacific Shares, as applicable, in the name of the Non-Registered Shareholder, in which case the Non-Registered Shareholder would be able to exercise the Dissent Rights directly.
Goldstake and Transpacific suggest that any Goldstake Shareholders and Transpacific Shareholders wishing to exercise Dissent Rights with respect to the Transaction seek legal advice, as failure to comply strictly with the applicable provisions of the OBCA or any court order may prejudice the availability of such Dissent Rights.
GENERAL INFORMATION CONCERNING THE GOLDSTAKE MEETING
Purpose of the Meeting and the Solicitation of Proxies
This Circular is furnished in connection with the solicitation of proxies by the management of Goldstake for use at the Goldstake Meeting to be held virtually via live webcast at https://virtual-meetings.tsxtrust.com/en/1582 with the password goldstake2024 at 1:00pm (Eastern time) on March 15, 2024, for the purposes set out in the accompanying Goldstake Notice of Meeting. The Goldstake Meeting will be held by virtual electronic means only. Solicitations may be made by mail and supplemented by telephone, internet, or other personal contact by the officers, employees or agents of Goldstake without special compensation. The cost of soliciting proxies in connection with the Goldstake Meeting will be borne directly by Goldstake.
Conduct of the Meeting
The Goldstake Meeting will be held and conducted in accordance with the Goldstake Notice of Meeting forming part of this Circular, the OBCA, the articles and by laws of Goldstake and the rulings and direction of the chair of the Goldstake Meeting.
Date, Time and Place of Meeting
Unless adjourned or postponed, the Goldstake Meeting will be held virtually via live webcast at 1:00pm (Eastern time) on March 15, 2024. You will be able to attend the Goldstake Meeting, vote and submit questions during the Goldstake Meeting by (i) visiting https://virtual-meetings.tsxtrust.com/en/1582; (ii) entering the password: goldstake2024 (case sensitive); and (iii) entering the control number included in the proxy card that you receive. Detailed instructions for attending and voting at the Goldstake Meeting can be found below under “Voting at the Meeting.”
Quorum for the Transaction of Business
The quorum required at the Goldstake Meeting shall be not less than two Goldstake Shareholders, or two proxyholders representing Goldstake Shareholders, or any combination thereof enjoying voting rights at the Goldstake Meeting.
Goldstake Resolutions
At the Goldstake Meeting, the Goldstake Shareholders will be asked to consider and pass the Goldstake Transaction Resolution as set out in Appendix A of this Circular approving the Transaction and the Goldstake Bylaw Resolution as set out in Appendix B to this Circular ratifying the amendment of the by-laws of Goldstake to set the quorum for meetings of its shareholders to two shareholders, two proxyholders, or a combination thereof.
In order for the Goldstake Transaction Resolution to be approved, it must be passed by at least two thirds (66⅔%) of the votes cast by Goldstake Shareholders present virtually or by proxy and entitled to vote at the Goldstake Meeting, with each Goldstake Shareholder being entitled to one vote for each Goldstake Share held.
In order for the Goldstake Bylaw Resolution to be approved, it must be passed by at least 50% plus one of the votes cast by Goldstake Shareholders present virtually or by proxy and entitled to vote at the Goldstake Meeting, with each Goldstake Shareholder being entitled to one vote for each Goldstake Share held.
See “The Transaction” for further details on the Transaction.
After careful consideration of a number of factors and consultation with its legal advisor, the Goldstake Board has unanimously determined that the Transaction is fair and in the best interests of Goldstake and the Goldstake
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Shareholders. Accordingly, the Goldstake Board has approved the Asset Purchase Agreement and unanimously recommends that Goldstake Shareholders vote in favour of the Goldstake Resolutions.
Interest of Certain Persons or Companies in Matters to be Acted Upon
Except as disclosed herein, management of Goldstake is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director, executive officer or anyone who has held office as such or any associated or affiliated of any of the foregoing in any matter to be acted on at the Goldstake Meeting.
Other Business at the Meeting
Management of Goldstake does not currently intend to present, and does not have any reason to believe that others will present any item of business other than as described in this Circular at the Goldstake Meeting. However, if any other business is properly presented at the Goldstake Meeting and may properly be considered and acted upon, proxies will be voted by those persons named in the form of proxy in their discretion, unless the Goldstake Shareholder has marked the form of proxy to deny such discretionary authority, including with respect to any amendments or variations to the matters identified in the Circular.
GENERAL INFORMATION CONCERNING THE TRANSPACIFIC MEETING
Purpose of the Meeting and the Solicitation of Proxies
This Circular is furnished in connection with the solicitation of proxies by the management of Transpacific for use at the Transpacific Meeting to be held virtually via live webcast at https:/meetnow.global/MPYZT9S at 2:00pm (Eastern time) on March 15, 2024, for the purposes set out in the accompanying Transpacific Notice of Meeting. The Transpacific Meeting will be held by virtual electronic means only. Solicitations may be made by mail and supplemented by telephone, internet, or other personal contact by the officers, employees or agents of Transpacific without special compensation. The cost of soliciting proxies in connection with the Transpacific Meeting will be borne directly by Transpacific.
Conduct of the Meeting
The Transpacific Meeting will be held and conducted in accordance with the Transpacific Notice of Meeting forming part of this Circular, the OBCA, the articles and by laws of Transpacific and the rulings and direction of the chair of the Transpacific Meeting.
Date, Time and Place of Meeting
Unless adjourned or postponed, the Transpacific Meeting will be held virtually via live webcast at https:/meetnow.global/MPYZT9S at 2:00pm (Eastern time) on March 15, 2024.
Quorum for the Transaction of Business
The quorum required at the Transpacific Meeting shall be two persons present in person, each being a Transpacific Shareholder entitled to vote thereat or a duly appointed proxyholder for an absent Transpacific Shareholder so entitled to vote at the Transpacific Meeting.
Transpacific Resolution
At the Transpacific Meeting, the Transpacific Shareholders will be asked to consider and pass the Transpacific Resolution as set out in Appendix C of this Circular, approving the Transaction. In order for the Transpacific Resolution to be approved, it must be passed by at least two thirds (66⅔%) of the votes cast by Transpacific Shareholders present virtually or by proxy and entitled to vote at the Transpacific Meeting, with each Transpacific Shareholder being entitled to one vote for each Transpacific Share held.
See “The Transaction” for further details on the Transaction.
After careful consideration of a number of factors and consultation with its legal advisor, the Transpacific Board has unanimously determined that the Transaction is fair and in the best interests of Transpacific and the Transpacific Shareholders. Accordingly, the Transpacific Board has approved the Asset Purchase Agreement and unanimously recommends that Transpacific Shareholders vote in favour of the Transpacific Resolution.
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Interest of Certain Persons or Companies in Matters to be Acted Upon
Except as disclosed herein, management of Transpacific is not aware of any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, of any director, executive officer or anyone who has held office as such or any associated or affiliated of any of the foregoing in any matter to be acted on at the Transpacific Meeting.
Other Business at the Meeting
Management of Transpacific does not currently intend to present, and does not have any reason to believe that others will present any item of business other than as described in this Circular at the Transpacific Meeting. However, if any other business is properly presented at the Transpacific Meeting and may properly be considered and acted upon, proxies will be voted by those persons named in the form of proxy in their discretion, unless the Transpacific Shareholder has marked the form of proxy to deny such discretionary authority, including with respect to any amendments or variations to the matters identified in the Circular.
GENERAL PROXY INFORMATION FOR GOLDSTAKE
Solicitation of Proxies
This Circular is provided in connection with the solicitation of proxies by the management of Goldstake for the Goldstake Meeting to be held at the time and place and for the purposes set forth in the accompanying Goldstake Notice of Meeting. See “The Transaction” and “General Information Concerning the Goldstake Meeting”.
Solicitations may be made by mail and supplemented by telephone, internet, or other personal contact by the officers, employees or agents of Goldstake without special compensation. Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”), arrangements have been made with clearing agencies, brokerage houses and other financial intermediaries to forward proxy solicitation materials to the beneficial owners of the common shares of Goldstake. The cost of any such solicitation will be borne by Goldstake.
The information set forth below generally applies to Goldstake Registered Shareholders (i.e., you are a registered holder of Goldstake Shares as recorded in the central securities register of Goldstake). If you are a Goldstake Registered Shareholder, you may vote at the Goldstake Meeting or you may appoint another person to represent you as a proxyholder to vote your Goldstake Shares at the Goldstake Meeting. If you are a Goldstake Non-Registered Shareholder (i.e., your Goldstake Shares are held through an Intermediary or other nominee), please see “Goldstake Non-Registered Shareholders” below.
Record Date
The record date to determine the Goldstake Registered Shareholders entitled to receive notice of and vote at the Goldstake Meeting is February 2, 2024 (the “Record Date”). Only Goldstake Registered Shareholders as of the close of business on the Goldstake Record Date are entitled to receive notice of, and attend, the Goldstake Meeting. The only persons entitled to vote, directly or by proxy at the Goldstake Meeting, are the Goldstake Registered Shareholders whose names have been entered into the register of Goldstake Shareholders as of the close of business on the Goldstake Record Date.
Notice and Access
Goldstake has elected to use the notice-and-access provisions for the Goldstake Meeting pursuant to National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) (“Notice and-Access Provisions”) with respect to the mailing to the non-objecting beneficial shareholders (the “NOBOs”). Goldstake has also elected to use the Notice-and-Access Provisions for the Goldstake Meeting pursuant to National Instrument 51-102 Continuous Disclosure Obligations (“NI 51-102”) with respect to the mailing to the Goldstake Registered Shareholders. Goldstake does not intend to pay for intermediaries to forward to objecting beneficial owners (“OBOs”) under NI 54-101 the proxy-related materials and Form 54-107 “Request for Voting Instructions Made by Intermediary”. OBOs will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.
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The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Goldstake Shareholders by allowing Goldstake to post the Circular and any additional materials on a non-SEDAR+ website rather than delivering such materials by mail. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners will be entitled to request delivery of a paper copy of the Circular at the reporting issuer’s expense.
In order for Goldstake to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting a Circular (and if applicable, other materials) electronically on a website that is not SEDAR+, Goldstake must send a notice to Goldstake Shareholders, including Goldstake Non-Registered Shareholders, indicating that the proxy-related materials have been posted and explaining how a Goldstake Shareholder can access them or obtain from Goldstake, a paper copy of those materials.
In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the materials to be posted on the applicable website and other materials to be delivered to Goldstake Shareholders. The requirements of that notice, which requires Goldstake to provide basic information about the Goldstake Meeting and the matters to be voted on, explain how a Goldstake Shareholder can obtain a paper copy of the Circular, and explain the Notice-and-Access Provisions process, have been built into the Goldstake Notice of Meeting. The Goldstake Notice of Meeting has been delivered to Goldstake Shareholders by Goldstake, along with the applicable voting document (a form of proxy in the case of Goldstake Registered Shareholders or a voting instruction form in the case of Goldstake Non-Registered Shareholders).
As Goldstake is a reporting issuer that is using the Notice-and-Access Provisions, it was required to file a notification at least 25 days prior to the Goldstake Record Date indicating its intent to use the Notice-and-Access Provisions.
Goldstake will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular with the notice to be provided to Goldstake Shareholders as described above. In relation to the Goldstake Meeting, all Goldstake Shareholders will have received the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Goldstake Meeting.
If you are an OBO and object to Goldstake receiving access to your personal name and address, Goldstake has provided these documents to your broker, custodian, fiduciary or other Intermediary to forward to you. Please follow the voting instructions that you receive from your Intermediary. Your Intermediary is responsible for properly executing your voting instructions.
Please review the Circular carefully and in full prior to voting in relation to the matters to be conducted at the Goldstake Meeting. The Circular is available on SEDAR+ at www.sedarplus.ca. If you have any questions or require further information with regard to voting your shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com.
In order to allow for reasonable time to be allotted for a Goldstake Shareholder to receive and review a paper copy of the Circular prior to the proxy deadline, any Goldstake Shareholder wishing to request a paper copy of the Circular as described above, should ensure such request is received by March 2, 2024.
Appointment of Proxies
The persons named in the form of proxy are directors and/or officers of Goldstake. A Goldstake Shareholder has the right to appoint a person (who need not be a Goldstake Shareholder) or company to attend and represent such Goldstake Shareholder at the Goldstake Meeting other than those persons named in the form of proxy. Such right may be exercised by striking out the printed names and inserting such other person’s name in the blank space provided in the form of proxy or by completing another proper form of proxy.
If you are a Goldstake Registered Shareholder, you may vote in one of three ways:
by following the Internet voting instructions included in the proxy card;
by marking, dating and signing your printed proxy card in accordance with the instructions on it and returning it by facsimile at 1-416-595-9593 or by mail in the pre-addressed reply envelope provided with the proxy materials; or
by voting by ballot at the Goldstake Meeting.
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If you are a Goldstake Registered Shareholder, then you may go to www.voteproxyonline.com to vote your shares via the Internet. The votes represented by this proxy will be generated on the computer screen and you will be prompted to submit or revise your vote as desired. To vote your shares personally, a Goldstake Registered Shareholder must submit the form of proxy, appointing themselves as proxyholder by the proxy deadline. However, even if a registered shareholder plans to attend the Goldstake Meeting, Goldstake recommends voting your shares in advance, so that your vote will be counted if you later decide not to attend the Goldstake Meeting.
To be used at the Goldstake Meeting, your vote must be received by TSX Trust Company at 301-100 Adelaide Street West, Toronto, Ontario M5H 4H1, Attn: Proxy Department, Fax: 416-595-9593 not less than 48 hours (excluding Saturday, Sunday and statutory holidays in the province of Ontario) preceding the Goldstake Meeting or an adjournment or postponement of the Goldstake Meeting. Notwithstanding the foregoing, the chair of the Goldstake Meeting has the discretion to accept proxies received after such deadline. The time limit for deposit of proxies may be waived or extended by the chair of the Goldstake Meeting at his or her discretion, without notice. Proxies may also be deposited with the chair of the Goldstake Meeting prior to the commencement of the Goldstake Meeting. If a registered shareholder receives more than one proxy form because such shareholder owns shares registered in different names or addresses, each proxy form should be completed and returned.
Revocability of Proxies
As a shareholder, once you have submitted your proxy by mail or via the Internet, you may revoke it as to any matter upon which a vote has not already been cast pursuant to the authority conferred by the proxy. You may revoke your proxy in any one of three ways:
you may grant another proxy marked with a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method); or
you may notify Goldstake’s Secretary in writing that you wish to revoke your proxy before it is voted at the Goldstake Meeting of any adjournment or postponement thereof; or
you may vote in person at the Goldstake Meeting or any adjournment or postponement thereof.
Voting of Proxies
A representative from Goldstake’s transfer agent, TSX Trust Company, will tabulate the votes. All common shares represented at the Goldstake Meeting or any adjournment or postponement of the Goldstake Meeting by properly executed proxies will be voted and where a choice, including the choice to withhold from voting, with respect to any matter to be acted upon has been specified in the form of proxy, the common shares represented by the proxy will be voted in accordance with such specifications on any ballot that may be called for. If no instruction is given, then the proxy will be voted “FOR” the special resolution authorizing the Transaction.
The enclosed form of proxy confers discretionary authority upon the management designees, or other persons named as proxy, with respect to amendments to or variations of matters identified in the Notice of Goldstake Meeting and any other matters that may properly come before the Goldstake Meeting. At the date of this Circular, Goldstake is not aware of any amendments thereto, or variations thereof, or other matters that may come before the Goldstake Meeting. In the event that other matters come before the Goldstake Meeting, then the management designees intend to vote in accordance with the judgment of the management of Goldstake.
Advice to Goldstake Non-Registered Shareholders on Voting Their Goldstake Shares
The information set forth in this section is of significant importance to many Goldstake Shareholders, as a substantial number of Goldstake Shareholders do not hold their Goldstake Shares in their own name. Goldstake Shareholders who do not hold their Goldstake Shares in their own name (referred to in this Circular as “Goldstake Non-Registered Shareholders”) should note that only proxies deposited by Goldstake Shareholders whose names appear on the records of Goldstake as the registered holders of Goldstake Shares can be recognized and acted upon at the Goldstake Meeting. If Goldstake Shares are listed in an account statement provided to a Goldstake Shareholder by an Intermediary then, in almost all cases, those common shares will not be registered in such Goldstake Shareholders’ name on the records of Goldstake. Such Goldstake Shares will generally be registered under the name of the nominee of a clearing agency in which such Intermediary participates or, more rarely, in the name of the Intermediary. In Canada, the vast majority of such shares are registered under the name of CDS & Co. (the nominee of CDS Clearing and Depository Services Inc.) and in the United States registered under the name of CEDE & Co. (the nominee of The Depository Trust Company). Goldstake Shares of Goldstake Non-Registered Shareholders can only be voted (for or against resolutions) or withheld from voting upon the instructions of the Goldstake Non-Registered Shareholder. Therefore, Goldstake Non-Registered Shareholders should carefully follow the instructions of their Intermediaries and indicated on the materials provided to them and ensure
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that instructions respecting the Goldstake Meeting and the voting of their Goldstake Shares are communicated to the appropriate Person.
Applicable securities legislation requires Intermediaries to seek voting instructions from non-registered shareholders in advance of shareholders’ meetings. Every Intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Goldstake Non-Registered Shareholders in order to ensure that their Goldstake Shares are voted at the Goldstake Meeting.
Although a Goldstake Non-Registered Shareholder may not be recognized directly at the Goldstake Meeting for the purposes of voting Goldstake Shares not registered in its name, a Goldstake Non-Registered Shareholder may attend at the Goldstake Meeting as proxyholder for the registered holder of its Goldstake Shares and vote such Goldstake Shares in that capacity. Goldstake Non-Registered Shareholders who wish to attend the Goldstake Meeting and vote their Goldstake Shares as proxyholder for the registered holder of their Goldstake Shares should carefully follow the instructions of their Intermediaries and indicated on the materials provided to them. However, even if a Goldstake Non-Registered Shareholder plans to attend the Goldstake Meeting, Goldstake recommends voting your shares in
advance, so that your vote will be counted if you later decide not to attend the Goldstake Meeting.
Proxy-related materials in connection with the Goldstake Meeting are being sent and made available to both Goldstake Registered Shareholders and Goldstake Non-Registered Shareholders. If you are a Goldstake Non-Registered Shareholder, and Goldstake or its agent has sent proxy-related materials directly to you, your name and address and information about your holdings of securities, have been obtained in accordance with applicable securities regulatory requirements from your Intermediary. By choosing to send these materials to you directly, Goldstake (and not the Intermediary) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instructions.
Broker Non-Votes
A broker “non-vote” occurs when an Intermediary for a Goldstake Non-Registered Shareholder does not vote on a particular proposal because the Intermediary does not have discretionary voting power for that particular item and has not received instructions from the Goldstake Non-Registered Shareholder. An Intermediary holding the Goldstake Shares in “street name” for a Goldstake Non-Registered Shareholder has discretion (but is not required) to vote the Goldstake Non-Registered Shareholder’s Goldstake Shares with respect to “routine” matters if the Goldstake Non-Registered Shareholder does not provide voting instructions. The Intermediary, however, is not permitted to vote the Goldstake Non-Registered Shareholder’s Goldstake Shares with respect to “non-routine” matters.
The Goldstake Resolutions are non-routine matters which means that Intermediaries will not have discretionary authority to vote Goldstake Non-Registered Shareholders’ Goldstake Shares held in street name on these matters. In such case, a broker non-vote will occur, and a Goldstake Non-Registered Shareholder’s Goldstake Shares will not be voted on these matters.
Voting at the Virtual Goldstake Meeting
Goldstake Registered Shareholders entitled to vote at the Goldstake Meeting may attend and vote at the Goldstake Meeting virtually by following the steps listed below:

Type in https://virtual-meetings.tsxtrust.com/en/1582 on your browser at least 15 minutes before the Goldstake Meeting starts.
Click on “I have a control number”.
Enter your 12-digit control number (on your proxy form).
Enter the password: goldstake2024 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.
Goldstake Non-Registered Shareholders entitled to vote at the Goldstake Meeting may vote at the Goldstake Meeting virtually by following the steps listed below:
Appoint yourself as proxyholder by writing your name in the space provided on the form of proxy or VIF.
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Sign and send it to your intermediary, following the voting deadline and submission instructions on the VIF.
Obtain a control number by emailing tsxtrustproxyvoting@tmx.com a completed “Request for Control Number” form; The “Request for Control Number” form can be accessed from the ‘Virtual Meeting Guide’ web hosted via Notice & Access at https://docs.tsxtrust.com/2403.
Type in https://virtual-meetings.tsxtrust.com/en/1582 on your browser at least 15 minutes before the Goldstake Meeting starts.
Click on “I have a control number”.
Enter the control number provided by tsxtrustproxyvoting@tmx.com
Enter the password: goldstake2024 (case sensitive).
When the ballot is opened, click on the “Voting” icon. To vote, simply select your voting direction from the options shown on screen and click Submit. A confirmation message will appear to show your vote has been received.
If you are a Goldstake Registered Shareholder and you want to appoint someone else (other than the management nominees) to vote online at the Goldstake Meeting, you must first submit your proxy indicating who you are appointing. You or your appointee must then register with TSX Trust Company in advance of the Goldstake Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be accessed from the ‘Virtual Meeting Guide’ web hosted via Notice & Access at https://docs.tsxtrust.com/2403.
If you are a Goldstake Non-Registered Shareholder and want to vote online at the Goldstake Meeting, you must appoint yourself as proxyholder and register with TSX Trust Company in advance of the Goldstake Meeting by emailing tsxtrustproxyvoting@tmx.com the “Request for Control Number” form, which can be accessed from the ‘Virtual Meeting Guide’ web hosted via Notice & Access at https://docs.tsxtrust.com/2403.
Guests can also listen to the Goldstake Meeting by following the steps below:
Type in https://virtual-meetings.tsxtrust.com/en/1582 on your browser at least 15 minutes before the Goldstake Meeting starts. Please do not do a Google Search. Do not use Internet Explorer.
Click on “I am a Guest”.
If you have any questions or require further information with regard to voting your Goldstake Shares, please contact TSX Trust Company toll-free in North America at 1-866-600-5869 or by email at tsxtis@tmx.com.
Voting Securities and Principal Holders Thereof
Goldstake is authorized to issue an unlimited number of Goldstake Shares. Goldstake Shareholders are entitled to one vote at the Goldstake Meeting for each Goldstake Share held. As of February 2, 2024, there were 102,801,443 Goldstake Shares issued and outstanding. Each Goldstake Shareholder will be entitled to one vote per Goldstake Share held.
To the best of the knowledge of the directors and officers of Goldstake, there are no Goldstake Shareholders that beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the voting rights attached to issued and outstanding Goldstake Shares.
Requisite Shareholder Approval
The number of votes required to pass the Goldstake Bylaw Resolution is 50% plus one of the votes cast by Goldstake Shareholders, present either virtually or by proxy, at the Goldstake Meeting with each Goldstake Shareholder being entitled to one vote for each Goldstake Share held as of the Goldstake Record Date.
The number of votes required to pass the Goldstake Transaction Resolution is not less than 66⅔% of the votes cast by Goldstake Shareholders, present either virtually or by proxy, at the Goldstake Meeting with each Goldstake Shareholder being entitled to one vote for each Goldstake Share held as of the Goldstake Record Date.
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GENERAL PROXY INFORMATION FOR TRANSPACIFIC
Solicitation of Proxies
This Circular is provided in connection with the solicitation of proxies by the management of Transpacific for the Transpacific Meeting to be held at the time and place and for the purposes set forth in the accompanying Transpacific Notice of Meeting. See “The Transaction” and “General Information Concerning the Transpacific Meeting”.
Transpacific is conducting a virtual only shareholders’ meeting. Transpacific Registered Shareholders and duly appointed proxyholders (as defined in this Circular) can attend the meeting online at https:/meetnow.global/MPYZT9S to participate, vote, or submit questions during the meeting’s live webcast.
The information set forth below generally applies to Transpacific Registered Shareholders (i.e., you are a registered holder of Transpacific Shares as recorded in the central securities register of Transpacific). If you are a Transpacific Registered Shareholder, you may vote at the Transpacific Meeting or you may appoint another person or company to represent you as a proxyholder to vote your Transpacific Shares at the Transpacific Meeting. If you are a Transpacific Non-Registered Shareholder (i.e., your Transpacific Shares are held through an Intermediary or other nominee), please see “Transpacific Non-Registered Shareholders” below.
Record Date
The record date to determine the Transpacific Registered Shareholders entitled to receive notice of and vote at the Transpacific Meeting is February 2, 2024 (the “Record Date”). Only Transpacific Registered Shareholders as of the close of business on the Transpacific Record Date are entitled to receive notice of, and attend, the Transpacific Meeting. The only persons entitled to vote, virtually or by proxy at the Transpacific Meeting, are the Transpacific Registered Shareholders whose names have been entered into the register of Transpacific Shareholders as of the close of business on the Transpacific Record Date.
Notice and Access
Transpacific has elected to use the Notice and-Access Provisions for the Transpacific Meeting pursuant to NI 54-101 with respect to the mailing to the NOBOs. Transpacific has also elected to use the Notice-and-Access Provisions for the Transpacific Meeting pursuant to NI 51-102 with respect to the mailing to the Transpacific Registered Shareholders. Transpacific does not intend to pay for intermediaries to forward to OBOs under NI 54-101 the proxy-related materials and Form 54-107 “Request for Voting Instructions Made by Intermediary”. OBOs will not receive the materials unless the OBO’s intermediary assumes the cost of delivery.
The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically mailed to Transpacific Shareholders by allowing Transpacific to post the Circular and any additional materials on a non-SEDAR+ website rather than delivering such materials by mail. Reporting issuers may still choose to continue to deliver such materials by mail, and beneficial owners of Transpacific Shares will be entitled to request delivery of a paper copy of the Circular at the reporting issuer’s expense.
In order for Transpacific to utilize the Notice-and-Access Provisions to deliver proxy-related materials by posting an Circular (and if applicable, other materials) electronically on a website that is not SEDAR+, Transpacific must send a notice to Transpacific Shareholders, including Transpacific Non-Registered Shareholders, indicating that the proxy-related materials have been posted and explaining how a Transpacific Shareholder can access them or obtain from Transpacific, a paper copy of those materials.
In order to use Notice-and-Access Provisions, a reporting issuer must set the record date for notice of the meeting to be on a date that is at least 40 days prior to the meeting in order to ensure there is sufficient time for the materials to be posted on the applicable website and other materials to be delivered to Transpacific Shareholders. The requirements of that notice, which requires Transpacific to provide basic information about the Transpacific Meeting and the matters to be voted on, explain how a Transpacific Shareholder can obtain a paper copy of the Circular, and explain the Notice-and-Access Provisions process, have been built into the Transpacific Notice of Meeting. The Transpacific Notice of Meeting has been delivered to Transpacific Shareholders by Transpacific, along with the applicable voting document (a form of proxy in the case of Transpacific Registered Shareholders or a voting instruction form in the case of Transpacific Non-Registered Shareholders).
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As Transpacific is a reporting issuer that is using the Notice-and-Access Provisions, it was required to file a notification at least 25 days prior to the Transpacific Record Date indicating its intent to use the Notice-and-Access Provisions.
Transpacific will not rely upon the use of ‘stratification’. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions provides a paper copy of the Circular with the notice to be provided to Transpacific Shareholders as described above. In relation to the Transpacific Meeting, all Transpacific Shareholders will have received the required documentation under the Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Transpacific Meeting.
If you are an OBO and object to Transpacific receiving access to your personal name and address, Transpacific has provided these documents to your broker, custodian, fiduciary or other Intermediary to forward to you. Please follow the voting instructions that you receive from your Intermediary. Your Intermediary is responsible for properly executing your voting instructions.
Please review the Circular carefully and in full prior to voting in relation to the matters to be conducted at the Transpacific Meeting. The Circular is available online at http://www.envisionreports.com/YTQQ2024 and on SEDAR+ at www.sedarplus.ca. Any Transpacific Shareholder who wishes to receive a paper copy of the Circular should contact Transpacific’s transfer agent, Computershare Investor Services Inc. at Toll Free 1-800-564-6253 within North America and outside North America 1-514-982-7555. A Transpacific Shareholder may also contact Computershare Investor Services Inc. at Toll Free 1-800-564-6253 to obtain additional information about the “Notice-and-Access Provisions”.
In order to allow for reasonable time to be allotted for a Transpacific Shareholder to receive and review a paper copy of the Circular prior to the proxy deadline, any Transpacific Shareholder wishing to request a paper copy of the Circular as described above, should ensure such request is received by March 2, 2024.
Transpacific Registered Shareholders
You are a Transpacific Registered Shareholder if your name appears on a share certificate or a Direct Registration System statement confirming your shareholdings in Transpacific. If you are a Transpacific Registered Shareholder, you have received a “Form of Proxy” for the Transpacific Meeting.
Transpacific Non-Registered Shareholders
You are a Transpacific Non-Registered Shareholder if your Transpacific Shares are held through an Intermediary (broker, trustee or other financial institution). If you are a Transpacific Non-Registered Shareholder, you have received a “Voting Instruction Form” for the Transpacific Meeting. Please make sure to follow instructions on your Voting Instruction Form to be able to attend and vote at the Transpacific Meeting.
Voting at the Virtual Transpacific Meeting
Shareholders and duly appointed proxyholders can attend the Transpacific Meeting online by going to https://meetnow.global/MPYZT9S.

Transpacific Registered Shareholders and duly appointed proxyholders can participate in the Transpacific Meeting by clicking “Shareholder” and entering a Control Number or an Invite Code before the start of the meeting.
o Transpacific Registered Shareholders: the 15-digit control number is located on the Form of Proxy or in the email notification you received.
o Duly appointed proxyholders: Computershare will provide the proxyholder with an Invite Code after the voting deadline has passed.
Attending and voting at the Transpacific Meeting will only be available for Transpacific Registered Shareholders and duly appointed proxyholders.
Transpacific Non-Registered Shareholders who have not appointed themselves as proxyholders to participate and vote at the Transpacific Meeting may login as a guest, by clicking on “Guest” and complete the online form; however, they will not be able to vote.
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Transpacific Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual Transpacific Meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Transpacific Shareholder has submitted their Proxy or Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Transpacific Meeting.
To register a proxyholder, Transpacific Shareholders MUST visit http://www.computershare.com/TranspacificResources by 2:00pm (Eastern time) on March 13, 2024, and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email.
In order to participate online, Transpacific Shareholders must have a valid 15-digit control number and proxyholders must have received an email from Computershare containing an Invite Code.
The virtual meeting platform for the Transpacific Meeting is fully supported across most commonly used web browsers (note: Internet Explorer is not a supported browser). We encourage you to access the Transpacific Meeting prior to the start time. It is important that you are connected to the internet at all times during the Transpacific Meeting in order to vote when balloting commences.
Participating in the Transpacific Meeting
The meeting will only be hosted online by way of a live webcast. Transpacific Shareholders will not be able to attend the Transpacific Meeting in person. A summary of the information Transpacific Shareholders will need to attend the virtual Transpacific Meeting is provided below. The Transpacific Meeting will begin at 2:00pm (Eastern time) on March 15, 2024.
Transpacific Registered Shareholders and appointed proxyholders: Only those who have a 15-digit control number, along with duly appointed proxyholders who were assigned an Invite Code by Computershare (see details under the heading “Appointment of proxies”), will be able to vote and submit questions during the Transpacific Meeting. To do so, please go to https://meetnow.global/MPYZT9S prior to the start of the Transpacific Meeting to login. Click on “Shareholder” and enter your 15-digit control number or click on “Invitation” and enter your Invite Code.
United States Beneficial Shareholders: To attend and vote at the virtual Transpacific Meeting, you must first obtain a valid Legal Proxy from your Intermediary (broker, bank or other agent) and then register in advance to attend the Transpacific Meeting. Follow the instructions from your Intermediary included with the Proxy materials or contact your Intemediary to request a Legal Form of Proxy. After first obtaining a valid Legal Proxy from your Intemediary, you must submit a copy of your Legal Proxy to Computershare in order to register to attend the Transpacific Meeting. Requests for registration should be sent:
By mail to: COMPUTERSHARE 100 UNIVERSITY AVENUE 8TH FLOOR
TORONTO, ON M5J 2Y1
By email at: USLegalProxy@computershare.com
Requests for registration must be labeled as “Legal Proxy” and be received no later than 2:00pm (Eastern time) on March 13, 2024. You will receive a confirmation of your registration by email after we receive your registration materials. You may attend the Transpacific Meeting and vote your shares at https://meetnow.global/MPYZT9S during the Transpacific Meeting. Please note that you are required to register your appointment at http://www.computershare.com/TranspacificResources.
Voting at the Transpacific Meeting
A Transpacific Registered Shareholder (or a Transpacific Non-Registered Shareholder) who has appointed themselves or appointed a third-party proxyholder to represent them at the Transpacific Meeting, will appear on a list of proxyholders prepared by Computershare, who is appointed to review and tabulate proxies for this Transpacific
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Meeting. To be able to vote their Transpacific Shares at the Transpacific Meeting, each Transpacific Registered Shareholder or appointed proxyholder will be required to enter their control number or Invite Code provided by Computershare at https://meetnow.global/MPYZT9S prior to the start of the Transpacific Meeting.
In order to vote, Transpacific Non-Registered Shareholders who appoint themselves as a proxyholder MUST register with Computershare at http://www.computershare.com/TranspacificResources AFTER submitting their voting instruction form in order to receive an Invite Code (please see the information under the headings “Appointment of proxies” below for details).
Appointment of proxies
Transpacific Shareholders who wish to appoint a third-party proxyholder to represent them at the virtual meeting must submit their Proxy or Voting Instruction Form (as applicable) prior to registering their proxyholder. Registering the proxyholder is an additional step once a Shareholder has submitted their Proxy/Voting Instruction Form. Failure to register a duly appointed proxyholder will result in the proxyholder not receiving an Invite Code to participate in the Transpacific Meeting.
To register a proxyholder, Transpacific Shareholders MUST visit http://www.computershare.com/TranspacificResources by 2:00pm (Eastern time) on March 13, 2024 and provide Computershare with their proxyholder’s contact information, so that Computershare may provide the proxyholder with an Invite Code via email.
Without an Invite Code, proxyholders will not be able to attend and vote at the Transpacific Meeting.
Proxies given by Transpacific Registered Shareholders for use at the Transpacific Meeting may be revoked at any time prior to their use. A Transpacific Registered Shareholder who has given a proxy may revoke the proxy by:
(a) completing and depositing a proxy bearing a later date or time than the date or time of the proxy being revoked;
(b) depositing an instrument in writing executed by the Transpacific Registered Shareholder or by the Transpacific Shareholder’s attorney authorized in writing at the registered office of Transpacific, located at 097536 4th Line South West, Melancthon, ON L93 2C2, at any time up to and including the last Business Day preceding the day of the Transpacific Meeting or any adjournment or postponement of the Transpacific Meeting at which the proxy is to be used, or with the chair of the Transpacific Meeting prior to the commencement of the Transpacific Meeting on the day of the Transpacific Meeting or any adjournment or postponement of the Transpacific Meeting; or
(c) in any other manner permitted by law.
A Transpacific Non-Registered Shareholder should contact the Intermediary through which they hold Transpacific Shares in order to obtain instructions regarding the procedures for the revocation of any voting instructions that they provided to its Intermediary.
Submitting a Proxy
A Proxy can be submitted to Computershare either in person, by mail or courier, to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, or via the internet at www.investorvote.com. The Proxy must be deposited with Computershare by no later than 2:00pm (Eastern time) on March 13, 2024, or if the Transpacific Meeting is adjourned or postponed, not less than 48 hours (excluding Saturdays, Sundays and statutory holidays) before the commencement of such adjourned or postponed meeting. If a Transpacific Shareholder who has submitted a Proxy attends the Transpacific Meeting via the webcast and has accepted the terms and conditions when entering the Transpacific Meeting online, any votes cast by such Transpacific Shareholder on a ballot will be counted and the submitted Proxy will be disregarded.
All Transpacific Shares represented at the Transpacific Meeting or any adjournment or postponement of the Transpacific Meeting by properly executed proxies will be voted and where a choice, including the choice to withhold from voting, with respect to any matter to be acted upon has been specified in the form of proxy, the Transpacific
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Shares represented by the proxy will be voted in accordance with such specifications on any ballot that may be called for.
Voting Securities and Principal Holders Thereof
Transpacific is authorized to issue an unlimited number of Transpacific Shares. Transpacific Shareholders are entitled to one vote at the Transpacific Meeting for each Transpacific Share held. As of February 2, 2024, there were 262,003,985 Transpacific Shares issued and outstanding. Each Transpacific Shareholder will be entitled to one vote per Transpacific Share held.
To the best of the knowledge of the directors and officers of Transpacific, there are no Transpacific Shareholders that beneficially own, directly or indirectly, or exercise control or direction over more than 10% of the voting rights attached to issued and outstanding Transpacific Shares.
Requisite Shareholder Approval
The number of votes required to pass the Transpacific Resolution is not less than 66⅔% of the votes cast by Transpacific Shareholders, present either virtually or by proxy, at the Transpacific Meeting with each Transpacific Shareholder being entitled to one vote for each Transpacific Share held as of the Transpacific Record Date.
INTERESTS OF CERTAIN PERSONS OR COMPANIES IN THE TRANSACTION
None of the principal holders of Goldstake Shares or Transpacific Shares or any director or officer of Goldstake or Transpacific or any Affiliate of any of the foregoing persons, has or had any material interest in any transaction in the last three years or any proposed transaction that materially affected, or will materially affect, Goldstake, Transpacific or any of their Affiliates, except as disclosed above or elsewhere in this Circular or the attached Appendices. See “The Transaction”.
ABOUT MAG SILVER AND GATLING
MAG Silver is a growth-oriented Canadian exploration company focused on advancing high-grade, district scale precious metals projects in the Americas. MAG Silver is emerging as a top-tier primary silver mining company through its (44%) joint venture interest in the 4,000 tonnes per day (tpd) Juanicipio mine, operated by Fresnillo plc (56%). The mine is located in the Fresnillo Silver Trend in Mexico, the world’s premier silver mining camp, where in addition to underground mine production and processing of high-grade mineralized material, an expanded exploration program is in place targeting multiple highly prospective targets. MAG Silver is also executing multi-phase exploration programs at the Deer Trail 100% earn-in Project in Utah and the 100% owned Larder project, located in the historically prolific Abitibi region of Canada.
Gatling is a wholly owned subsidiary of MAG Silver.
OTHER MATERIAL FACTS
Neither Goldstake nor Transpacific is aware of any material facts concerning Goldstake or Transpacific, respectively, the Transaction, or any other matter not described elsewhere in this Circular but which would reasonably be expected to affect the decision of the Goldstake Shareholders or the Transpacific Shareholders, respectively, with respect to the matters to be voted upon at the Goldstake Meeting and the Transpacific Meeting, respectively.
Approval of the Circular
This Circular has been approved by the Goldstake Board and the Transpacific Board.
Auditor, Transfer Agent and Registrar
Goldstake’s auditor is Simone & Co. LLP and its registrar and transfer agent is TSX Trust Company.
Transpacific’s auditor is BDO Canada LLP and its registrar and transfer agent is Computershare Investor Services Inc.
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APPROVAL OF DIRECTORS OF GOLDSTAKE EXPLORATIONS INC.
The contents and the mailing to the Goldstake Shareholders of this Circular have been approved by the Goldstake Board.
A copy of this Circular has been sent to each Goldstake Board director, each Goldstake Shareholder entitled to notice of the Goldstake Meeting and the auditor of Goldstake Explorations Inc.
Dated at Toronto, Ontario, this 2nd day of February, 2024.
By Order of the Directors of Goldstake Explorations Inc.
(signed) Robert Cleaver
Robert Cleaver, Chairman
Goldstake Explorations Inc.
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APPROVAL OF DIRECTORS OF TRANSPACIFIC RESOURCES INC.
The contents and the mailing to the Transpacific Shareholders of this Circular have been approved by the Transpacific Board.
A copy of this Circular has been sent to each Transpacific Board director, each Transpacific Shareholder entitled to notice of the Transpacific Meeting and the auditor of Transpacific Resources Inc.
Dated at Melancthon, Ontario, this 2nd day of February, 2024.
By Order of the Directors of Transpacific Resources Inc.
(signed) Frances Clay
Frances Clay, Director
Transpacific Resources Inc.
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APPENDIX A GOLDSTAKE TRANSACTION RESOLUTION
RESOLVED THAT:

the sale (the “Transaction”) by Goldstake Explorations Inc. (“Goldstake”) of its interest in the Clay Property (the “Property”) to Gatling Exploration Inc. (“Gatling”), which represents a sale of all or substantially all of the assets and undertaking of Goldstake on the terms and conditions and as may be adjusted pursuant to the asset purchase agreement between Goldstake, Transpacific Resources Inc., MAG Silver Corp., and Gatling, dated December 7, 2023 (the “Asset Purchase Agreement”), as more particularly described in the management information circular (the “Circular”) of Goldstake dated February 2, 2024, accompanying the notice of this meeting, is hereby authorized, approved and adopted;
the Asset Purchase Agreement, the actions of the directors of Goldstake in approving the Transaction and the actions of the officers of Goldstake in executing and delivering the Asset Purchase Agreement and any amendments thereto are hereby ratified and approved;
notwithstanding that this resolution has been passed (and the Transaction adopted) by the shareholders of Goldstake, the directors of Goldstake are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Goldstake: (a) to amend the Asset Purchase Agreement to the extent permitted by the Asset Purchase Agreement; or (b) subject to the terms of the Asset Purchase Agreement, not to proceed with the Transaction;
any director or officer of Goldstake is hereby authorized and directed for and on behalf of Goldstake to execute and deliver any and all documents that are required to be filed under the Business Corporations Act (Ontario) in connection with the Asset Purchase Agreement;
any one or more directors or officers of Goldstake is hereby authorized, for and on behalf and in the name of Goldstake, to execute and deliver all such agreements, forms, waivers, notices, certificate, 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 and the Asset Purchase Agreement in accordance with the terms of the Asset Purchase Agreement, including:
(a) all actions required to be taken by or on behalf of Goldstake, 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 Asset Purchase Agreement or otherwise to be entered into by Goldstake;
(c) 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.
APPENDIX B
GOLDSTAKE BYLAW RESOLUTION
RESOLVED THAT:
the holders of common shares of Goldstake Explorations Inc. (“Goldstake”) hereby ratify, confirm, and approve the amendment of its By-law No. 1, in the form of By-law No. 4., to provide that the quorum for the transaction of business at a meeting of its shareholders shall be two shareholders, or two proxyholders representing Shareholders, or any combination thereof entitled to vote at the meeting, as authorized and approved by the directors of Goldstake and as required by that certain asset purchase agreement entered into between Goldstake, Transpacific Resources Inc., MAG Silver Corp., and Gatling Exploration Inc. dated December 7, 2023 (the “Asset Purchase Agreement”);
notwithstanding that this resolution has been passed by the shareholders of Goldstake, the directors of Goldstake are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Goldstake to amend the By-laws of Goldstake as contemplated above;
any one director or officer of Goldstake is hereby authorized, empowered and instructed, acting for, in the name and on behalf of Goldstake, to execute or cause to be executed, under the seal of Goldstake or otherwise, and to deliver or to cause to be delivered, all such other documents and to do or to cause to be done all such other acts and things as in such person’s opinion may be necessary or desirable in order to carry out the intent of the foregoing paragraphs of these resolutions and the matters authorized thereby, such determination to be conclusively evidenced by the execution and delivery of such document or the doing of such act or thing.
APPENDIX C TRANSPACIFIC RESOLUTION
RESOLVED THAT:
the sale (the “Transaction”) by Transpacific Resources Inc. (“Transpacific”) of its interest in the Clay Property (the “Property”) to Gatling Exploration Inc. (“Gatling”), which represents a sale of all or substantially all of the assets and undertaking of Goldstake on the terms and conditions and as may be adjusted pursuant to the asset purchase agreement between Transpacific, Goldstake Explorations Inc., MAG Silver Corp., and Gatling, dated December 7, 2023 (the “Asset Purchase Agreement”), as more particularly described in the management information circular (the “Circular”) of Transpacific dated February 2, 2024, accompanying the notice of this meeting, is hereby authorized, approved and adopted;
the Asset Purchase Agreement, the actions of the directors of Transpacific in approving the Transaction and the actions of the officers of Transpacific in executing and delivering the Asset Purchase Agreement and any amendments thereto are hereby ratified and approved;
notwithstanding that this resolution has been passed (and the Transaction adopted) by the shareholders of Transpacific, the directors of Transpacific are hereby authorized and empowered, without further notice to, or approval of, the shareholders of Transpacific: (a) to amend the Asset Purchase Agreement to the extent permitted by the Asset Purchase Agreement; or (b) subject to the terms of the Asset Purchase Agreement, not to proceed with the Transaction;
any director or officer of Transpacific is hereby authorized and directed for and on behalf of Transpacific to execute and deliver any and all documents that are required to be filed under the Business Corporations Act (Ontario) in connection with the Asset Purchase Agreement;
any one or more directors or officers of Transpacific is hereby authorized, for and on behalf and in the name of Transpacific, to execute and deliver all such agreements, forms, waivers, notices, certificate, 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 and the Purchase Agreement in accordance with the terms of the Asset Purchase Agreement, including:
(d) all actions required to be taken by or on behalf of Transpacific, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(e) the signing of the certificates, consents and other documents or declarations required under the Asset Purchase Agreement or otherwise to be entered into by Transpacific;
(f) 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.
APPENDIX D ASSET PURCHASE AGREEMENT
(see attached)
GOLDSTAKE EXPLORATIONS INC.

and –
TRANSPACIFIC RESOURCES INC.
and –
GATLING EXPLORATION INC.
and –
MAG SILVER CORP.
ASSET PURCHASE AGREEMENT
DATED DECEMBER 7, 2023
ASSET PURCHASE AGREEMENT
This Asset Purchase Agreement (the “Agreement”) dated December 7, 2023 is made
A M O N G
GOLDSTAKE EXPLORATIONS INC.
(“Goldstake”)
and –
TRANSPACIFIC RESOURCES INC.
(“Transpacific”, and together with Goldstake, the “Vendors”)
and –
GATLING EXPLORATION INC.
(the “Purchaser”)
and –
MAG SILVER CORP.
(the “Guarantor”)
RECITALS
A.
The Vendors are the owners of all right, title and interest in and to the Purchased Assets, unencumbered, and are willing to sell the Purchased Assets to the Purchaser;
B.
The Purchaser is willing to purchase the Purchased Assets on and subject to the terms and conditions contained in this Agreement;
C.
Concurrently with the entering into of this Agreement, the Purchaser has entered into certain Voting Agreements with certain Securityholders, pursuant to which, among other things, such Securityholders agree, subject to the terms and conditions thereof, to vote their securities in favour of the Shareholders’ Resolutions, as applicable; and
D.
Certain definitions and other clauses pertaining to the interpretation of this Agreement are set out in Schedule “A” hereto.
ARTICLE 1 PURCHASE OF ASSETS
1.1 Purchase and Sale. At the Closing Time, on and subject to the terms and conditions of this Agreement, the Vendors shall sell to the Purchaser or cause to be sold to the Purchaser, and the Purchaser shall purchase from the Vendors, the Purchased Assets.
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1.2 Purchase Price. The consideration payable by the Purchaser to the Vendors for the Purchased Assets shall be C$5,000,000.00 (the “Purchase Price”) minus the Vendors’ Legal Retainer (the “ Net Purchase Price”).
1.3 Payment of Purchase Price. The Net Purchase Price shall be paid and satisfied as follows:
(1) the amount of C$3,712,500 shall be paid by the Purchaser to Goldstake; and
(2) the amount of C$1,237,500 shall be paid by the Purchaser to Transpacific,
at Closing by wire transfer of immediately available funds to Vendors’ Legal Counsel in trust for the Vendors on the Closing Date.
1.4 Taxes. The consideration payable by the Purchaser to the Vendors under this Agreement is exclusive of all applicable sales, goods and services, harmonized sales, value added, use, transfer, land transfer, land duty, municipal, local and other similar Taxes or charges exigible upon the purchase and sale of the Purchased Assets under this Agreement (“Transfer Taxes”). The Purchaser shall be responsible for paying any and all applicable Transfer Taxes, which, for greater clarity, shall not include any income Taxes payable upon amounts received by the Vendors from the Purchaser as consideration for the transfer of the Purchased Assets from the Vendors to the Purchaser. The parties agree that the supply of the Mining Claims is non-taxable pursuant to subsection 162(2) of the Excise Tax Act (Canada). The Purchaser shall self-assess any applicable GST/HST in respect of the sale of the Purchased Assets consisting of taxable real property directly to the relevant taxation authority, pursuant to subsections 221(2) and 228(4) of the Excise Tax Act (Canada). The Purchaser and the Vendors shall report an allocation of the Purchase Price among the Purchased Assets in a manner entirely consistent with Section 1.3 and shall not take any position inconsistent therewith in the filing of any Tax Returns or in the course of any audit by any Governmental Authority, tax review or tax proceeding relating to any Tax Returns.
ARTICLE 2 REPRESENTATIONS AND WARRANTIES
2.1 Representations and Warranties of the Vendors. As a material inducement to the Purchaser’s entering into this Agreement and completing the transactions contemplated by this Agreement and acknowledging that the Purchaser is entering into this Agreement in reliance upon the representations and warranties of the Vendors set out in this Section 2.1, the Vendors jointly and severally represent and warrant to the Purchaser as follows:
(1) Incorporation and Corporate Power of Vendors. Each of the Vendors is a corporation incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation. Each of the Vendors has the corporate power, authority and capacity to execute and deliver this Agreement and to perform its respective obligations under this Agreement and under all agreements and instruments to be executed by it hereunder.
(2) Authorization and Enforceability. The execution and delivery of this Agreement and all agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of the Vendors and this Agreement constitutes the valid and binding obligation of the Vendors enforceable against each of the Vendors in accordance with its terms.
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(3) Consents and Compliance with Applicable Law. Except as disclosed in Schedule “B”:
(a) there are no licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority required for the operation of the Purchased Assets as currently operated as at the date of this Agreement and each of the Vendors has conducted and is conducting its business with respect to the Purchased Assets in compliance with Applicable Law; and
(b) no consent of, filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by the Vendors in connection with the consummation of the transactions contemplated hereby or to permit the Purchaser to carry on operations with respect to the Purchased Assets after the Closing in a manner similar to which operations are currently carried on by the Vendors.
(4) Environmental Matters.
(a) The operations of each of the Vendors with respect to the Purchased Assets have been conducted, and are now, in material compliance with all Environmental Laws and there are no past or present facts, condition or circumstance relating to or forming part of the Purchased Assets, known after due inquiry by each of the Vendors, that could give rise to a notice of material non-compliance with any Environmental Laws, could reasonably be expected to subject it to damages, penalties, injunctive relief or cleanup costs under any Environmental Laws, or which require or are likely to require cleanup, removal, remedial action or other response by it pursuant to applicable Environmental Laws.
(b) Each of the Vendors is in possession of, and in compliance with, all Environmental Permits necessary to own, lease or operate the Vendors’ Real Property and the Mining Claims and to conduct each of its respective businesses as they are now being conducted.
(c) Neither of the Vendors is a party to any litigation or administrative proceeding nor has any litigation or administrative proceeding been threatened against it or the Purchased Assets, which in either case (i) asserts or alleges that it violated any Environmental Laws, (ii) asserts or alleges that it is required to clean up, remove or take remedial or other response action due to the Release of any Hazardous Substances, or (iii) asserts or alleges that it is required to pay all or a portion of the cost of any past, present or future cleanup, removal or remedial or other response action which arises out of or is related to the Release of any Hazardous Substances.
(d) Neither of the Vendors has and, to the knowledge of the Vendors, nor has any of the Vendors’ predecessors in title (i) used any of the Purchased Assets, or permitted them to be used, to generate, manufacture, refine, treat, transport, store, handle, dispose, transfer, produce or process Hazardous Substances except in compliance in all respects with all Environmental Laws or (ii) caused or permitted the Release of any Hazardous Substance at, on or under any part of the Purchased Assets, or the Release of any Hazardous Substance off-site of the Purchased Assets, except in
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compliance in all respects with Environmental Laws. None of the Purchased Assets is now or has been used for or been designated as a waste disposal site.
(e) Each of the Vendors has made available to the Purchaser all audits, assessments, investigation reports, studies, plans, regulatory correspondence and similar information with respect to environmental matters of the Purchased Assets.
(5) Title to and Sufficiency of Purchased Assets. Together, the Vendors are the 100% legal, registered and beneficial owners of all right, title and interest in and to, and own and possess good and marketable title to the Purchased Assets free and clear of all Encumbrances other than Permitted Encumbrances.
(6) Mining Claims and Real Property.
(a) All of the Vendors’ real property interests, including real property leased, subleased, licensed and/or otherwise used or occupied (whether as tenant, subtenant, licensee or pursuant to any other occupancy arrangement, whether written or otherwise) in each case, either existing under contract, by operation of Law or otherwise in respect of, forming part of, relating to or affecting the Purchased Assets (collectively, the “Vendors’ Real Property”) are set out in Schedule “C”, and Schedule “C” sets out a complete and accurate description of all leases, subleases, licenses or other occupancy agreements forming part of the Vendors’ Real Property, including any amendments, renewals or modifications thereto. All such leases, subleases, licenses or other occupancy agreements are valid, subsisting and in good standing and there are no outstanding defaults, claims, complaints or disputes in respect thereof.
(b) Schedule “D” sets out a complete and accurate description of all Mining Claims, either existing under contract, by operation of Law or otherwise, and including any amendments, renewals or modifications thereto. All such Mining Claims are valid, subsisting and in good standing and there are no outstanding defaults, claims, complaints or disputes in respect thereof.
(c) There are no pending or threatened proceedings to take all or any portion of the Vendors’ Real Property or any interest therein by eminent domain, expropriation or any condemnation proceeding or any sale or disposition in lieu thereof.
(d) No Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any real property (or any material portion thereof or interest therein) or any of the assets owned or leased or otherwise held, by the Vendors with respect to the Purchased Assets, or any part thereof or interest therein. Together, each of the Vendors has the exclusive right to deal with the Vendors’ Real Property and all of the Mining Claims. No Person other than the Vendors has any interest in the Vendors’ Real Property or any of the Mining Claims or any right to acquire any such interest. No Person has any back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the Vendors’ interest in the Vendors’ Real Property or any of the Mining Claims.
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(e) There are no disputes regarding boundaries, easements, covenants or other matters relating to any of the Vendors’ Real Property. All of the Mining Claims have been properly located and recorded in compliance with Applicable Law and are comprised of valid and subsisting mineral claims. There is no adverse claim against or challenge to the title to or ownership of the Vendors’ Real Property or any of the Mining Claims, and there are no unregistered agreements which may give rise to any adverse claim against or challenging the Vendors’ title to or ownership of the Vendors’ Real Property or any of the Mining Claims.
(f) All required Consents and approvals have been obtained in respect of the development of any Vendors’ Real Property owned, leased or licenced, by the Vendors and any alteration, extension or other improvement thereof.
(g) None of the Vendors has received any compliance orders, citations or notices, whether written or oral, from any Governmental Authority of any revocation or intention to revoke any interest of either of the Vendors in any of the Vendors’ Real Property or any of the Mining Claims, or relating to non-compliance or alleged non-compliance of any Mining Claims.
(h) Other than the Underlying Royalties, there are no rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations with respect to the Mining Claims.
(7) Filing of Assessment Work. All assessment work or reports filed by the Vendors with the applicable Governmental Authority branch or office with respect to assessment work conducted on the Purchased Assets are accurate in all respects and have been timely performed, and all assessment work and tax payments required for the Vendors to hold the Purchased Assets have been timely performed. All affidavits of assessment work and other filings required to maintain the Purchased Assets in good standing have been properly and timely recorded and filed with appropriate Governmental Authorities.
(8) No Agreements. Other than this Agreement, the Vendors together have the sole and exclusive right to deal with the Purchased Assets and the Vendors are not a party to any outstanding agreement, arrangement, commitment or understanding, oral or written, in relation to the Purchased Assets or the production or sale of any minerals that may be extracted therefrom, nor have any third parties, including the Vendors’ predecessors in title to the Purchased Assets, entered into any outstanding agreement, arrangement, commitment or understanding, whether oral or written, in relation to the Purchased Assets or the production or sale of any minerals that may be extracted therefrom.
(9) Aboriginal, NGO and Community Group Matters. No dispute between the Vendors and any Aboriginal, non-governmental organization, community, or community group exists or, to the best of the Vendors’ knowledge, is threatened or imminent with respect to any of the Purchased Assets or related exploration activities. Neither Vendor has received any written or oral
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notice of any Aboriginal Claim which could reasonably be expected to affect or impair the Vendor’s right, title or interest in any of the Vendors’ Real Property.
(10) No Abandonment, etc. There has been no act or omission by either the Vendors which could by notice, or lapse of time, or by both notice and lapse of time, result in a breach, termination, abandonment, forfeiture, relinquishment or other premature termination of the Vendors’ right, title or interest in or to the Purchased Assets.
(11) No Legal Proceedings. Other than the Greeniaus Claim, are no actions, suits, claims, proceedings, litigation or investigations pending or, to the Vendors’ knowledge, threatened, nor any judgements, decrees, orders or citations outstanding and unsatisfied against the Vendors in respect of the Purchased Assets or any part thereof, whether at law or in equity, or in arbitration, or before or by any Governmental Authority (“Legal Proceedings”). To the best of the Vendors’ knowledge, information and belief there are no facts or circumstances upon which any such Legal Proceeding could be based.
(12) No Violation. The execution and delivery of this Agreement by the Vendors, and the observance by the Vendors of each covenant, condition and obligation hereunder does not and will not: (a) result in a violation of or a breach or default under (with or without the giving of notice or lapse of time, or both), or in the acceleration of any obligation under (i) the respective Constating Documents or directors’ or shareholders’ resolutions of the Vendors, or (ii) the provisions of any agreement to which the Vendors are a party or by which the Vendors or the Purchased Assets are bound or affected; (b) result in the creation or imposition of any Encumbrance on the Purchased Assets; or (c) result in a violation or breach of, or cause a default under, any Applicable Law.
(13) Taxes and Tax Returns.
(a) The Vendors are not a non-resident of Canada for purposes of the Income Tax Act.
(b) The Vendors have withheld from each payment made to any Person, including any of its present or former employees and, in respect of other payments, to all Persons who are or are deemed to be non-residents of Canada for purposes of the Income Tax Act all amounts required by Applicable Law to be withheld, and has remitted such withheld amounts within the prescribed periods to the appropriate Governmental Authority. The Vendors have remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health Taxes and other Taxes payable by it in respect of the employees to the proper Governmental Authority within the time required under Applicable Law. The Vendors have charged, collected and remitted on a timely basis all Taxes as required under Applicable Law on any sale, supply or delivery whatsoever, made by the Vendors.
(c) The Vendors have paid all Taxes when due in all applicable jurisdictions so as to prevent any valid lien for Taxes of any nature on the Purchased Assets.
(d) The Vendors are each registered for GST/HST purposes under Part IX of the Excise Tax Act. The Venders are not registered, and are not required to be registered, for PST purposes in any province or territory of Canada.
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(14) Non-Contravention. The execution, delivery and performance by the Vendors of their respective obligations under this Agreement and the consummation of the transactions contemplated hereby do not and will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition):
(a) contravene, conflict with, or result in any violation or breach of the Vendors’ respective constating documents;
(b) assuming compliance with the terms of this Agreement, contravene, conflict with or result in a violation or breach of Applicable Law;
(c) allow any Person (other than the Purchaser) to exercise any rights, require any Consent (other than Consents required to be obtained hereunder) or other action by any Person, or constitute a default under, or cause or permit the termination, cancellation, acceleration or other change of any right or obligation or the loss of any benefit to which the Vendors are entitled (including by triggering any rights of first refusal or first offer, change in control provision or other restriction or limitation) under any contracts to which the Vendors are a party, in each case forming part of or relating to the Purchased Assets or the business or operations contemplated to be carried on in respect thereof; or
(d) result in the creation or imposition of any lien upon any of the Purchased Assets.
(15) Full Disclosure. None of the foregoing representations and warranties and no document furnished by or on behalf of the Vendors to the Purchaser in connection with the negotiation of the transactions contemplated by this Agreement contains any untrue statement of a material fact or omits to state any material fact necessary to make any such statement or representation not misleading to a prospective purchaser of the Purchased Assets seeking full information as to the Purchased Assets.
2.2 Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Vendors as follows:
(1) Incorporation and Corporate Power. The Purchaser is a corporation incorporated, organized and subsisting under the laws of the jurisdiction of its incorporation. The Purchaser has the corporate power, authority and capacity to execute and deliver this Agreement and all other agreements and instruments to be executed by it as contemplated herein and to perform its obligations under this Agreement and under all such other agreements and instruments.
(2) Authorization and Enforceability. The execution and delivery of this Agreement and all other agreements and instruments to be executed and delivered hereunder have been duly authorized by all necessary corporate action on the part of the Purchaser. This Agreement constitutes the valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms.
(3) Investment Canada Act. The Purchaser is not a “non-Canadian” within the meaning of the Investment Canada Act.
(4) Excise Tax Act. The Purchaser is registered under the Excise Tax Act (Canada).
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(5) No Violation. The execution and delivery of this Agreement by the Purchaser, and the observance by the Purchaser of each covenant, condition and obligation hereunder does not and will not: (a) result in a violation of or a breach or default under (with or without the giving of notice or lapse of time, or both), or in the acceleration of any obligation under (i) the articles, by-laws or directors’ or shareholders’ resolutions of the Purchaser or (ii) the provisions of any material agreement to which the Purchaser is a party or is bound or affected; or (b) result in a violation or breach of, or cause a default under, any Applicable Law.
2.3 No Waiver. No investigations, inspections, surveys or tests made by or on behalf of the Purchaser at any time shall affect, mitigate, waive, diminish the scope of or otherwise affect any representation or warranty made by the Vendors in or pursuant to this Agreement.
ARTICLE 3 CLOSING ARRANGEMENTS
3.1 Closing. The Closing shall take place electronically at 10:00 a.m. on the Closing Date, or at such other time on the Closing Date or such other date or place as may be agreed orally or in writing by the Vendors and the Purchaser.
3.2 Purchaser’s Conditions. The Purchaser shall not be obligated to complete the purchase of the Purchased Assets pursuant to this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 3.2 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Purchaser. Each Vendor shall use its respective best efforts to take all such actions, steps and proceedings as may be necessary to ensure that the conditions listed below in this Section 3.2 are fulfilled at or before the Closing Time.
(1) Representations and Warranties. The representations and warranties of the Vendors in Section 2.1 shall be true and correct at the Closing.
(2) Performance of Covenants. All covenants of the Vendors under this Agreement to be performed or complied with on or before the Closing Time which have not been waived by the Purchaser shall have been duly performed or complied with by each of the Vendors in all respects.
(3) Good Standing. Each of the Mining Claims shall be in good standing on the Closing Date. Without limitation to the foregoing, all necessary assessment work shall have been completed and filed and all Taxes paid prior to the Closing Date such that, on the Closing Date, there shall be no work due or reportable in respect of any of the Mining Claims during 2023.
(4) No Legal Action. There is no action or proceeding pending to prohibit or restrict the purchase and sale of the Purchased Assets as contemplated hereunder or prohibit or restrict the ownership or operation by the Purchaser of the Purchased Assets.
(5) No Material Adverse Change. No material adverse change shall have occurred with respect to the Purchased Assets.
(6) Vendors’ Compliance and Deliveries. The Vendors shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time and shall have each used its respective best efforts to execute and deliver, or cause to have been executed and delivered, to the Purchaser at the Closing
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all such assurances, consents, agreements, elections, documents and instruments, as may be contemplated by this Agreement or as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Purchaser, acting reasonably including:
(a) a certificate of status (or equivalent thereof) for each of the Vendors issued the day prior to the Closing;
(b) a certificate of a senior officer of each of the Vendors confirming the truth and accuracy of the representations and warranties set out in Section 2.1 and confirming all covenants of the Vendors under this Agreement to be performed or complied with on or before the Closing Time, which have not been waived by the Purchaser, have been duly performed or complied with by each of the Vendors in all respects as of the Closing Date;
(c) a receipt of the Vendors acknowledging full payment of the Purchase Price;
(d) a duly executed and registrable statutory form transfer document with respect to each of the Mining Claims, together with all other such instruments required to transfer title in the Mining Claims to the Purchaser;
(e) a duly executed transfer, assignment of leases and general conveyance of all of the Vendors’ interest in the Mining Claims, Vendors’ Real Property and the Records and Data;
(f) the Records and Data;
(g) evidence of all Consents required for the transactions contemplated hereunder, in a form satisfactory to the Purchaser, acting reasonably;
(h) evidence of all Corporate Approvals required for the transactions contemplated hereunder in a form satisfactory to Purchaser, acting reasonably;
(i) each of the Vendor’s GST/HST registration numbers; and
(j) such further documentation necessary for the completion of the transactions contemplated hereby as may be reasonably required by the Purchaser.
3.3 Condition Not Fulfilled. If any condition in Section 3.2 has not been fulfilled at or before the Outside Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Purchaser to comply with its obligations under this Agreement, then the Purchaser in its sole discretion may either:
(a) terminate this Agreement by notice to the Vendors, as provided in Section 3.6; or
(b) waive compliance with any such condition or aspect of such condition, without prejudice to its right of termination in the event of non-fulfilment of any other condition or any other aspect of such condition.
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3.4 Vendors’ Conditions. The Vendors shall not be obligated to complete the transactions contemplated by this Agreement unless, at or before the Closing Time, each of the conditions listed below in this Section 3.4 has been satisfied, it being understood that the said conditions are included for the exclusive benefit of the Vendors. The Purchaser shall take all such actions, steps and proceedings as are reasonably within the Purchaser’s control as may be necessary to ensure that the conditions listed below in this Section 3.4 are fulfilled at or before the Closing Time.
(1) Representations and Warranties. The representations and warranties of the Purchaser in Section 2.2 shall be true and correct at the Closing.
(2) Purchaser’s Compliance. The Purchaser shall have performed and complied with all of the terms and conditions in this Agreement on its part to be performed or complied with at or before the Closing Time, and shall have executed and delivered or caused to have been executed and delivered to the Vendors at the Closing all such assurances, consents, agreements, certificates, elections, documents and instruments as may be contemplated by this Agreement or as may be reasonably required by the Vendors to complete the transactions provided for in this Agreement, all of which shall be in form and substance satisfactory to the Vendors, acting reasonably including:
(a) a certificate of status (or equivalent thereof) for the Purchaser;
(b) a certificate of a senior officer of the Purchaser confirming the truth of the representations and warranties set out in Section 2.2;
(c) the Net Purchase Price as provided at Section 1.3;
(d) a duly executed transfer, assignment of leases and general conveyance of all of the Vendors’ interest in the Mining Claims, Vendors’ Real Property and the Records and Data; and
(e) such further documentation necessary for the completion of the transactions contemplated hereby as may be reasonably required by the Vendors.
3.5 Condition Not Fulfilled. If any condition in Section 3.4 shall not have been fulfilled at or before the Outside Date or if any such condition is or becomes impossible to satisfy, other than as a result of the failure of the Vendors to comply with its obligations under this Agreement, then the Vendors in their sole discretion may either:
(a) terminate this Agreement by notice to the Purchaser as provided in Section 3.6; or
(b) waive compliance with any such condition or aspect of such condition, without prejudice to its right of termination in the event of non-fulfilment of any other condition or any other aspect of such condition.
3.6 Termination. This Agreement may be terminated on or prior to the Closing:
(a) by the mutual written agreement of the Vendors and the Purchaser;
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(b) by the Vendors or the Purchaser, upon written notice to the other Parties, if either of the Shareholders’ Resolutions is not duly approved at the respective Shareholders’ Meetings; provided that neither of the Vendors shall be entitled to terminate under this Section 3.6 where failure to obtain one or more of the Shareholders’ Approvals is the result of a breach by a Vendor of its obligations under this Agreement;
(c) by written notice from the Purchaser to the Vendors as permitted in Section 3.3 or 5.2; or
(d) by written notice from the Vendors to the Purchaser as permitted in Section 3.5.
3.7 Effect of Termination. If this Agreement is terminated by the Vendors or by the Purchaser under Section 3.6, all further obligations of the Parties under this Agreement shall terminate, except for the obligations under Sections 5.1, 6.5 and 6.7, which shall survive such termination.
3.8 Vendors’ Default. The Parties acknowledge that a breach of this Agreement by the Vendors would cause irreparable harm and significant injury to the Purchaser and that the Purchased Assets are unique. Accordingly, and notwithstanding anything else contained herein, the Vendors agrees that the Purchaser shall have the right, in addition to any other rights and remedies the Vendors may have, to seek an order for specific performance (with or without an abatement in the Purchase Price) if, at or at any time prior to Closing, the Vendors fails to perform in any material respect its covenants or obligations under this Agreement.
ARTICLE 4 SURVIVAL AND INDEMNIFICATION
4.1 Survival. All provisions of this Agreement and of any other agreement, certificate or instrument delivered pursuant to this Agreement other than the conditions in Article 3, shall not merge on Closing but shall survive the execution, delivery and performance of this Agreement, the Closing and the execution and delivery of any transfer documents or other documents of title to the Purchased Assets and all other agreements, certificates and instruments delivered pursuant to this Agreement and the payment of the consideration for the Purchased Assets.
4.2 Indemnity by the Vendors. The Vendors shall indemnify the Purchaser’s Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages incurred or sustained by, or imposed upon, the Purchaser’s Indemnified Parties arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Vendors contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(b) any breach or any non-fulfilment of any covenant or agreement on the part of the Vendors contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement;
(c) the Greeniaus Claim and any Legal Proceeding to which the Vendors are a party at any time on or prior to the Closing Date, or to which it becomes a party after the
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Closing Date arising from facts or circumstances that existed at any time on or prior to the Closing Date;
(d) any Taxes required to be paid by the Purchaser in connection with the purchase of the Purchased Assets arising as a result of any Vendors’ failure to pay Taxes resulting directly or indirectly from the sale of the Purchased Assets and the transfer thereof; and
(e) any Liability arising from the ownership or operation of the Purchased Assets prior to the Closing Date, including but not limited to any such liability arising under Environmental Law.
4.3 Indemnity by the Purchaser. The Purchaser shall indemnify the Vendors’ Indemnified Parties and save them fully harmless against, and will reimburse them for, any Damages arising from, in connection with or related in any manner whatsoever to:
(a) any incorrectness in or breach of any representation or warranty of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement; and
(b) any breach or non-fulfilment of any covenant or agreement on the part of the Purchaser contained in this Agreement or in any other agreement, certificate or instrument executed and delivered pursuant to this Agreement.
4.4 Time Limits for Notice of Claim for Breach of Representations and Warranties.
(1) Notice of Claim. If an Indemnified Party becomes aware of any act, omission or state of facts that may give rise to Damages in respect of which a right of indemnification is provided for under this Article 4, the Indemnified Party shall promptly give written notice thereof (a “Notice of Claim”) to the Indemnifying Party. The failure to give such prompt written notice shall not, however, relieve the Indemnifying Party of its indemnification obligations, except and only to the extent that the Indemnifying Party forfeits rights or defenses or is otherwise materially prejudiced by reason of such failure.
(2) Notice by the Purchaser. No Damages may be recovered from the Vendors pursuant to Section 4.2(a) unless a Notice of Claim is delivered by the Purchaser in accordance with the timing set out below:
(a) with respect to the representations and warranties in Sections 2.1(1), 2.1(2), 2.1(4), 2.1(5), 2.1(6), 2.1(8), 2.1(11), 2.1(13) and 2.1(14), at any time after Closing;
(b) with respect to all other representations and warranties, at any time on or before the date that is 18 months after Closing.
Unless a Notice of Claim has been given in accordance with the timing set out in Section 4.4(2)(b), with respect to the representations and warranties referred to in such Section, the Vendors shall be released on the date set out in Section 4.4(2)(b), from all obligations in respect of the representations and warranties referenced in that Section and from the obligation to indemnify the Purchaser’s Indemnified Parties in respect of such representations and warranties
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thereof pursuant to Section 4.2(a); provided, however, that in the event of fraud relating to a representation and warranty of the Vendors in this Agreement, then notwithstanding the foregoing time limitations, the Purchaser’s Indemnified Parties shall be entitled to deliver a Notice of Claim at any time for purposes of such a claim. This Section 4.4(2) shall not be construed to impose any time limit on the Purchaser’s right to assert a claim to recover Damages under Sections 4.2(b) through 4.2(e), whether or not the basis on which such a claim is asserted could also entitle the Purchaser to make a claim for Damages pursuant to Section 4.2(a).
(3) Notice by the Vendors. No Damages may be recovered from the Purchaser pursuant to Section 4.3(a) unless a Notice of Claim is delivered by the Vendors on or before the date that is 2 years after Closing. Unless a Notice of Claim has been given on or before the date that is 2 years after Closing with respect to each particular representation and warranty, the Purchaser shall be released on the date that is 2 years after Closing from all obligations in respect of that particular representation and warranty and from the obligation to indemnify the Vendors’ Indemnified Parties in respect thereof pursuant to Section 4.3(a). This Section 4.4(3) shall not be construed to impose any time limit on the Vendors’ right to assert a claim to recover Damages under Sections 4.3(b), whether or not the basis on which such a claim is asserted could also entitle the Vendors to make a claim for Damages pursuant to Section 4.3(a).
4.5 Limitation Periods.
(1) Limitation Periods for Representations and Warranties. Notwithstanding the provisions of the Limitations Act, 2002 (Ontario) or any other statute, an Indemnified Party may commence a proceeding in respect of Damages arising from any incorrectness in or breach of any representation and warranty of the Indemnifying Party as referred to in a Notice of Claim delivered within the time periods stipulated in Section 4.4 at any time on or before the later of:
(a) the second anniversary of the last date upon which such Claim Notice is permitted to be delivered under Section 4.4; and
(b) the expiry of the limitation period otherwise applicable to such claim
and any applicable limitation period is hereby so extended to the full extent permitted by law.
(2) Limitation Periods for Covenants and Other Matters. The limitation period applicable to any proceeding relating to a claim referred to in a Claim Notice in respect of any matter in Sections 4.2(b) to 4.2(e) and 4.3(b) shall be solely as prescribed in sections 15-17 of the Limitations Act, 2002 (Ontario) and any other limitation period in respect of such claim (including that provided for in section 4 of the Limitations Act, 2002 (Ontario)) is extended accordingly.
4.6 Limitation of Liability. Notwithstanding any other provision in this Agreement, for the avoidance of doubt, in no event shall: (i) the aggregate liability of the Purchaser in respect of all breaches of this Agreement and indemnities under this Agreement exceed the Net Purchase Price; or (ii) the aggregate liability of the Vendors in respect of all breaches of this Agreement and all indemnities under this Agreement exceed the Net Purchase Price.
4.7 Agency for Non-Parties. Each Party hereby accepts each indemnity in favour of each of its Indemnified Parties who are not Parties as agent and trustee of that Indemnified Party. Each
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Party may enforce an indemnity in favour of any of that Party’s Indemnified Parties on behalf of each such Indemnified Party.
4.8 Interest on Damages. The amount of any Damages which is subject to indemnification hereunder shall bear interest from and including the date the Indemnified Party was notified of the claim for Damages at the Prime Rate calculated from and including such date to but excluding the date reimbursement of such Damages by the Indemnifying Party is made, compounded monthly, and the amount of such interest shall be deemed to be part of such Damages.
4.9 Set-off. The Purchaser shall be entitled to set off the amount of any Damages subject to indemnification under this Agreement against any other amounts payable by the Purchaser to the Vendors whether under this Agreement or otherwise.
ARTICLE 5 COVENANTS
5.1 Confidentiality.
(1) Information To Be Confidential. Each Recipient shall treat confidentially and not disclose, and shall cause each of its Representatives to treat confidentially and not disclose, other than as expressly contemplated by this Agreement, any Confidential Information of the Discloser. A Recipient may disclose Confidential Information only to those of its Representatives who need to know such Confidential Information for the purpose of implementing the transaction contemplated by this Agreement. No Recipient shall use, nor permit its Representatives to use, Confidential Information for any other purpose nor in any way that is, directly or indirectly, detrimental to the applicable Discloser.
(2) Return or Destruction. Following the termination of this Agreement in accordance with the provisions of this Agreement, each Recipient shall (and shall cause each of its Representatives to) (a) return promptly to the Discloser all physical copies of the Confidential Information of the Discloser, excluding notes made thereon, then in such Recipient’s possession or in the possession of its Representatives, (b) destroy all (i) electronic copies of such Confidential Information, and (ii) notes (including electronic copies thereof) prepared by such Recipient or any of its Representatives, in a manner that ensures the same may not be retrieved or undeleted by such Recipient or any of its Representatives, and (c) deliver to the Discloser a certificate executed by one of the Recipient’s duly authorized senior officers indicating that the requirements of this Section 5.1(2) have been satisfied in full.
5.2 Risk of Loss. The Purchased Assets shall be at the risk of the Vendors until Closing. If before the Closing all or any of the Mining Claims are expropriated or seized by any Governmental Authority or any other Person in accordance with Applicable Law or if notice of any such expropriation or seizure shall have been given in accordance with Applicable Law, or if any of the Mining Claims shall have been forfeited or abandoned, the Purchaser, in its sole discretion, shall have the option, exercisable by notice to the Vendors given prior to the Closing Time:
(a) to terminate this Agreement by notice to the Vendors, as provided in Section 3.6; or
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(b) to complete the transactions contemplated by this Agreement and require the Vendors to assign to the Purchaser the proceeds of any insurance payable as a result of the occurrence of such expropriation or seizure and to reduce the Purchase Price by such amount as may be mutually agreed.
5.3 Action During Interim Period.
(1) Operate in Ordinary Course. During the Interim Period, the Vendors shall operate each of its businesses in respect of the Purchased Assets in the ordinary course and in compliance with Applicable Law and the terms and conditions of all contracts relating to the Purchased Assets and shall preserve and maintain all of its right, title and interest to the Purchased Assets.
(2) Negative Covenants. During the Interim Period, the Vendors shall not (a) take any action that would cause any of the representations and warranties in Section 2.1 to be or become untrue on the Closing Date, or (b) terminate, amend, surrender, renew or otherwise modify any of the Mining Claims or Vendors’ Real Property without the Purchaser’s prior written consent.
(3) Exclusivity. Upon execution of this Agreement, the Vendors shall, and shall direct its Representatives to, immediately cease any existing activities, discussions or negotiations with any Person or group other than the Purchaser with respect to an Alternative Transaction and if Vendors receives from any Person a proposal for an Alternative Transaction or any request for information about the Vendors or the Purchased Assets, the Vendors shall immediately notify the Purchaser of such proposal or request and the terms thereof. The Vendors shall not, and shall ensure that its Representatives do not, (a) initiate, solicit or encourage, directly or indirectly, any Alternative Transaction or proposal therefor, or (b) provide any information concerning the Vendors or any of the Purchased Assets to any Person other than the Purchaser or its Representatives.
(4) Good Standing. During the Interim Period, the Vendors shall pay all fees, Taxes, assessments and other charges levied by Governmental Authorities in respect of the Mining Claims or to maintain the Mining Claims in good standing and file all necessary affidavits of assessment work and other filings required to maintain the Mining Claims in good standing.
(5) No Encumbrances. During the Interim Period the Vendors will not, by any action or inaction, cause any Encumbrance to be placed upon or against the Mining Claims or any part thereof.
(6) Corporate Approvals. During the Interim Period, each Vendor shall use its respective commercially reasonable efforts to:
(a) Convene and conduct a special meeting (each, a “Shareholder Meeting”, and together, the “Shareholder Meetings”) of its respective shareholders entitled to vote at a general meeting of each of the Vendors (each, a “Shareholder”, and together, the “Shareholders”) in accordance with each of its respective articles, by-laws and such other constating documents (the “Constating Documents”) and Applicable Laws, as soon as reasonably practicable with a targeted date of on or before March 15, 2024, at which the Shareholders of the respective Vendors shall consider and, if thought advisable, approve a special resolution (each, a “Shareholders’ Resolution”, and together, the “Shareholders’ Resolutions”)
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authorizing: (i) each of the Vendors, respectively, to consummate the transactions set forth in this Agreement, and (ii) in the case of the Shareholders of Goldstake, ratifying, approving and confirming the Goldstake Directors’ Resolutions.
(b) As promptly as reasonably practicable following execution of this Agreement: (i) prepare a joint information circular for the Shareholder Meetings (the “Joint Circular”) together with any other documents required by Applicable Laws, (ii) file the Joint Circular in all jurisdictions where the same is required to be filed, and (iii) mail the Joint Circular as required under Applicable Laws, and the Joint Circular shall comply in all material respects with all Applicable Laws and shall contain sufficient detail to permit the Shareholders to form a reasoned judgement concerning the matters to be placed before them at their respective Shareholder Meeting. The Vendors shall provide the Purchaser and the Purchaser’s Legal Counsel a reasonable opportunity to review and comment on the Joint Circular prior to the Joint Circular being printed and filed with any Governmental Authority, and reasonable consideration shall be given to any comments made by Purchaser and Purchaser’s Legal Counsel, provided that all information relating solely to the Purchaser, Guarantor and each of their Affiliates and Representatives included in the Joint Circular shall be in form and content satisfactory to the Purchaser and Guarantor, acting reasonably. The Vendors shall provide the Purchaser with final copies of the Joint Circular prior to the mailing to the Shareholders. The Vendors shall promptly notify the Purchaser if at any time before the Closing Date it becomes aware that the Joint Circular contains a misrepresentation, or that otherwise requires an amendment or supplement to the Joint Circular and the Parties shall co-operate in the preparation of any amendment or supplement to the Joint Circular as required or appropriate, and the Vendors shall promptly mail any amendment or supplement to the Joint Circular to Shareholders and, if required by a court under Applicable Laws, file the same with any Governmental Authorities.
(c) Allow the Purchaser’s Legal Counsel to attend each Shareholder Meeting (including by virtual means).
(d) If so requested by the Purchaser, use the services of dealers and proxy solicitation services and permit the Purchaser to otherwise assist the Vendors in a solicitation of proxies in favour of the Shareholders’ Resolutions, and, notwithstanding any other provision of this Agreement, the costs and expenses associated with any such proxy solicitation required by the Purchaser shall be paid by the Purchaser.
(e) As promptly as reasonably practicable following execution of this Agreement, take all actions that are necessary or desirable to duly pass and authorize the Goldstake Directors’ Resolutions and obtain the Shareholders’ Approvals, including: (i) having the board of directors of each of the Vendors recommend to the other Shareholders that they vote in favour of the Shareholders’ Resolutions; (ii) include in the Joint Circular a statement that (A) the board of directors of each of the Vendors has unanimously determined that the transactions contemplated by this Agreement is in the best interests of each of the Vendors and recommends that the Shareholders vote in favour of the respective Shareholders’ Resolutions authorizing the transactions contemplated by this Agreement (the “Vendors’ Board
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Recommendations”); and (B) each locked-up Shareholder has agreed to vote all of such person’s securities (including any shares that may be issued upon the exercise of any options and warrants) and/or options, as applicable, in favour of the Shareholders’ Resolutions, subject to the other terms of this Agreement and the Voting Agreements; (iii) not make a change in the Vendors’ Board Recommendations; and (iv) convene and conduct a meeting of the board of directors of Goldstake in accordance with its Constating Documents and with a targeted date of on or before December 15, 2023, at which the directors of Goldstake shall consider and, if thought advisable, duly pass and authorize the Goldstake Directors’ Resolutions.
(f) Co-operate with Purchaser and use each of their reasonable commercial efforts in good faith to take, or cause to be taken, all commercially reasonable actions, in each case as reasonably necessary to discharge their respective obligations under this Agreement, and to complete any of the transactions contemplated by this Agreement, including their obligations under Applicable Laws, at or before March 15, 2024.
5.4 Investigation. During the Interim Period and on reasonable advance written notice from the Purchaser, the Vendors shall give, or cause to be given, to the Purchaser and its Representatives full access during normal business hours to the Purchased Assets, including the books and records of the Vendors and the contracts relating to the Purchased Assets, to conduct such investigations, inspections, surveys or tests thereof (which for greater certainty shall exclude any surface disturbances including, without limitation, drilling, earth moving, road or culvert construction) and of the financial and legal condition of the Purchased Assets as the Purchaser or its Representatives deems necessary or desirable to familiarize itself with such properties, assets and other matters. The Purchaser agrees to promptly produce the results of any survey or tests conducted on the Purchased Assets during the Interim Period to the Vendors.
ARTICLE 6 GENERAL
6.1 Actions on Non-Business Days. If any payment is required to be made or other action (including the giving of notice) is required to be taken pursuant to this Agreement on a day which is not a Business Day, then such payment or action shall be considered to have been made or taken in compliance with this Agreement if made or taken on the next succeeding Business Day.
6.2 Calculation of Interest. In calculating interest payable under this Agreement for any period of time, the first day of such period shall be included and the last day of such period shall be excluded.
6.3 Calculation of Time. In this Agreement, a period of days shall be deemed to begin on the first day after the event which began the period and to end at 5:00 p.m. Toronto time on the last day of the period. If any period of time is to expire hereunder on any day that is not a Business Day, the period shall be deemed to expire at 5:00 p.m. Toronto time on the next succeeding Business Day.
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6.4 Schedules. The Schedules listed below and attached to this Agreement are incorporated herein by reference are deemed to be part of this Agreement.
Schedules
“A” − Definitions and Interpretation
“B” − Consents
“C” − Vendors’ Real Property
“D” − Mining Claims
6.5 Guarantee. The Guarantor agrees to absolutely, unconditionally and irrevocably guarantee in favour of the Vendors the prompt and complete observance and performance of all the terms, covenants, conditions and provisions to be observed or performed by the Purchaser pursuant to this Agreement (collectively, the “Guaranteed Obligations”) and shall perform such terms, covenants, conditions and provisions upon the default or non-performance thereof by the Purchaser. The foregoing agreement of Guarantor is absolute, unconditional, present and continuing and is in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part. This Section 6.5 is a principal obligation and is not to be treated as ancillary or collateral to any other right or obligation and extends to cover this Agreement as amended, varied, supplemented, renewed or replaced. This Section 6.5 is a continuing obligation of the Guarantor, and remains in full force and effect for so long as the Purchaser has any liability or obligation to the Vendors under this Agreement and until all of those liabilities or obligations have been fully discharged.
6.6 Expenses. Except for the payment by the Purchaser of the Vendors’ Legal Retainer, each Party shall be responsible for all costs and expenses (including any Taxes imposed on such expenses) incurred by it in connection with the negotiation, preparation, execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement (including the fees and disbursements of legal counsel, bankers, investment bankers, accountants, brokers and other advisers).
6.7 Public Announcements. Except to the extent otherwise required by Applicable Law or with the prior consent of the other Party, neither Party shall make any public announcement regarding this Agreement or the transactions contemplated by this Agreement. In the event that a Party is, or reasonably believes that it is, required to make a public announcement regarding this Agreement or the transactions contemplated by this Agreement, such Party shall promptly (and in any event prior to making any such public announcement) give the other Party reasonable opportunity to review and comment on any proposed public announcement and shall give reasonable consideration to the comments of the other Party thereon.
6.8 Notices.
(1) Mode of Giving Notice. Any notice, direction, certificate, consent, determination or other communication required or permitted to be given or made under this Agreement shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid
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courier service or mail, or (iii) sent by email or other similar means of electronic communication, in each case to the applicable address set out below:
(a) if to Goldstake, to:
2045 Lakeshore Blvd West, Suite 1603,
Etobicoke, ON M8V 2Z6
Attention: Robert Cleaver
Email: rbckac@yahoo.ca
with a copy to:
Suite 3000, Bentall Four 1055 Dunsmuir Street Vancouver, British Columbia Canada V7X 1K8
Attention: Patrick Sullivan
Email: psullivan@osler.com
(b) if to Transpacific, to:
097536 4th Line South West,
Melancthon, ON L93 2C2
Attention: Frances Clay
Email: francesclay02@gmail.com
with a copy to:
Suite 3000, Bentall Four 1055 Dunsmuir Street Vancouver, British Columbia Canada V7X 1K8
Attention: Patrick Sullivan
Email: psullivan@osler.com
(c) if to the Purchaser or the Guarantor, to:

770 800 West Pender St.

Vancouver, British Columbia
Canada V6C 2V6
Attention: Marc Turcotte
Email: mturcotte@magsilver.com

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with a copy to:
1133 Melville Street Suite 3500, The Stack Vancouver, British Columbia, Canada V6E 4E5
Attention: Kathleen Keilty
Email: kathleen.keilty@blakes.com
(2) Deemed Delivery of Notice. Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered, or on the day of e-mailing or sending by other means of recorded electronic communication, provided that such day in either event is a Business Day and the communication is so delivered, faxed, e-mailed or sent be-fore 4:30 p.m. on such day. Otherwise, such communication shall be deemed to have been given and made and to have been received on the next following Business Day. Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth Business Day following the mailing thereof; provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services. Any such communication given or made in any other manner shall be deemed to have been given or made and to have been received only upon actual receipt.
(3) Change of Address. Any Party may from time to time change its address under this Section 6.8 by notice to the other Party given in the manner provided by this Section 6.8.
6.9 Time of Essence. Time shall be of the essence of this Agreement in all respects.
6.10 Further Assurances. Each Party shall from time to time promptly execute and deliver or cause to be executed and delivered all such further documents and instruments and shall do or cause to be done all such further acts and things in connection with this Agreement that the other Party may require as being necessary or desirable in order to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement or any provision hereof.
6.11 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written. There are no conditions, representations, warranties, obligations or other agreements between the Parties in connection with the subject matter of this Agreement (whether oral or written, express or implied, statutory or otherwise) except as explicitly set out in this Agreement.
6.12 Amendment. No amendment of this Agreement shall be effective unless made in writing and signed by the Parties.
6.13 Waiver. A waiver of any default, breach or non-compliance under this Agreement shall not be effective unless in writing and signed by the Party to be bound by the waiver. No waiver shall be inferred from or implied by any failure to act or delay in acting by a Party in respect of any default, breach or non-observance or by anything done or omitted to be done by the other Party. The waiver by a Party of any default, breach or non-compliance under this Agreement will
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not operate as a waiver of that Party’s rights under this Agreement in respect of any continuing or subsequent default, breach or non-observance (whether of the same or any other nature).
6.14 Severability. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction will, as to that jurisdiction, be ineffective to the extent of such prohibition or unenforceability and will be severed from the balance of this Agreement, all without affecting the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.
6.15 Remedies Cumulative. The rights, remedies, powers and privileges herein provided to a Party are cumulative and in addition to and not exclusive of or in substitution for any rights, remedies, powers and privileges otherwise available to that Party.
6.16 Attornment. Each Party agrees (i) that any action or proceeding relating to this Agreement may (but need not) be brought in any court of competent jurisdiction in the Province of Ontario, and for that purpose now irrevocably and unconditionally attorns and submits to the jurisdiction of such Ontario court; (ii) that it irrevocably waives any right to, and will not, oppose any such Ontario action or proceeding on any jurisdictional basis, including forum non conveniens; and (iii) not to oppose the enforcement against it in any other jurisdiction of any Order duly obtained from an Ontario court as contemplated by this Section 6.16.
6.17 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable in such Province and this Agreement shall be treated, in all respects, as an Ontario contract.
6.18 Successors and Assigns. This Agreement shall enure to the benefit of, and be binding on, the Parties and their respective successors and permitted assigns. Neither Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its respective rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that each Party shall be entitled to assign its rights and obligations hereunder to any of its Affiliates.
6.19 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which taken together shall be deemed to constitute one and the same instrument. To evidence its execution of an original counterpart of this Agreement, a Party may send a copy of its original signature on the execution page hereof to the other Party by facsimile transmission and such transmission shall constitute delivery of an executed copy of this Agreement to the receiving Party.
[Remainder of page intentionally left blank. Signature page follows.]
[Signature page – Asset Purchase Agreement]
IN WITNESS WHEREOF the Parties have executed this Agreement on the date first above written.
GOLDSTAKE EXPLORATIONS INC.
By:
Name: Robert Cleaver
Title: Chairman
TRANSPACIFIC RESOURCES INC.
By:
Name: Frances Clay
Title: Director
MAG SILVER CORP.
By:
Name: Marc Turcotte
Title: VP Business Development
GATLING EXPLORATION INC.
By:
Name: Fausto Di-Trapani
Title: Authorized Signing Officer
(signed) “Fausto Di-Trapani”
(signed) “Marc Turcotte”
(signed) “Robert Cleaver”
(signed) “Frances Clay”
SCHEDULE “A”
Definitions and Interpretation

Definitions.
“Aboriginal” means any aboriginal peoples of Canada, including First Nations, Inuit and Métis peoples of Canada and includes any group of Aboriginals, including tribal or Métis councils.
“Aboriginal Claim” means any claim, written assertion or demand, whether proven or unproven, made by any Aboriginals or Aboriginal groups with respect to Aboriginal title, Aboriginal rights, treaty rights or any other Aboriginal interest.
“Affiliate” means, with respect to any Person, any other Person who directly or indirectly controls, is controlled by, or is under direct or indirect common control with, such Person, and includes any Person in like relation to an Affiliate. A Person shall be deemed to “control” another Person if such Person possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by contract or otherwise; and the term “controlled” shall have a similar meaning.
“Agreement” means this asset purchase agreement to which this Schedule “A”, “B”, “C” and “D” is attached, together with all the Schedules attached thereto.
“Alternative Transaction” means any inquiry, proposal or offer (written or oral) from any Person or group of Persons other than the Purchaser relating to: (a) any sale or disposition (or lease or joint venture), direct or indirect of any interest in the Purchased Assets; (b) any direct or indirect sale, issuance or acquisition of shares or other securities (or securities convertible or exercisable for such shares or interests) in the Vendors that, when taken together with the securities of the Vendors held by the proposed acquiror and any Person acting jointly or in concert with such acquiror, represent 20% or more of the voting securities of the Vendors, or rights or interests therein and thereto; (c) an amalgamation, arrangement, merger, business combination, or consolidation involving the Vendors or one or more of its subsidiaries that collectively own assets to which 20% or more of the Vendors’ revenues or earnings on a consolidated basis are attributable; (d) any take-over bid, issuer bid, exchange offer, liquidation, dissolution, reorganization, recapitalization, treasury issuance or similar transaction involving the Vendors or its subsidiaries that, if consummated, would result in any Person or group of Persons beneficially owning 20% or more of any class of voting or equity securities of the Vendors or assets to which 20% or more of the Vendors’ revenues or earnings on a consolidated basis are attributable; or (e) any other similar transaction or series of transactions involving the Vendors or any of its subsidiaries.
“Applicable Law” means, with respect to any Person, property, transaction, event or other matter, (i) any foreign or domestic constitution, treaty, law, statute, regulation, code, ordinance, principle of common law, rule, municipal by-law, Order or other requirement

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having the force of law, (ii) any policy, practice, protocol, standard or guideline of any Governmental Authority which, although not necessarily having the force of law, is regarded by such Governmental Authority as requiring compliance as if it had the force of law (collectively, the “Law”) relating or applicable to such Person, property, transaction, event or other matter and also includes, where appropriate, any interpretation of the Law (or any part thereof) by any Person having jurisdiction over it, or charged with its administration or interpretation.
“Business Day” means any day except Saturday, Sunday or any day on which banks are generally not open for business in the City of Toronto.
“Closing” means the completion of the purchase and sale of the Purchased Assets in accordance with the provisions of this Agreement.
“Closing Date” means the day that is three (3) Business Days after the date upon which the conditions set forth in Section 3.2 are satisfied or waived (other than the satisfaction of those conditions that, by their terms, cannot be satisfied until the Closing Time, or such earlier or later date as may be agreed to in writing by the Parties.
“Closing Time” means the time of Closing on the Closing Date provided for in Section 3.1.
“Confidential Information” means, in relation to a Party (the “Discloser”):
(a) all information that the Discloser discloses to a Party (the “Recipient”) or any of the Recipient’s Representatives in the course of the Recipient’s review of the transactions contemplated by this Agreement that contains or otherwise reflects information concerning the Discloser or its businesses, affairs, financial condition, assets, liabilities, operations, prospects or activities, including all plans, proposals, reports, analyses, notes, studies, forecasts, compilations or other information that are based on, contain or reflect any Confidential Information and any matter relating to this Agreement or its terms;
but does not include any information that:
(b) is or becomes generally available to the public (other than as a result of a disclosure by the Recipient or any of the Recipient’s Representatives in breach of this Agreement), is or was received by the Recipient on a non-confidential basis from a source other than the Discloser or its Representatives if such source is not prohibited from disclosing the information to the Recipient by a contractual, fiduciary or other legal confidentiality obligation in respect of such information; or, was known by the Recipient prior to disclosure in connection with the transactions contemplated by this Agreement and was not subject to any contractual, fiduciary or other legal confidentiality obligation on the part of the Recipient.
“Consent” means any consent, approval, authorization, permit, waiver, ruling, exemption or acknowledgement from any Person (other than the Vendors) which is provided for or required: (a) pursuant to the terms of any contracts with respect to the Mining Rights ; or (b) under any Applicable Law applicable to the Vendors, in either case in connection with the sale of the Purchased Assets to the Purchaser on the terms contemplated in this
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Agreement, to permit the Purchaser to use the Purchased Assets after Closing, or which is otherwise necessary to permit the Vendors to perform its obligations under this Agreement, including but not limited to those listed in Schedule “B”.
“Constating Documents” has the meaning set out in Section 5.3(6)(a).
“Corporate Approvals” means (a) all necessary approvals from the board of directors of each of the Vendors necessary or desirable to consummate the transactions under this Agreement, including the Goldstake Directors’ Resolutions, and (b) the Shareholders’ Approvals, in each case including, without limitation, such resolutions as are required to (i)authorize the sale of all or substantially all of the assets or undertaking of each of theVendors, as the case may be, and (ii) ratify, confirm and approve the Goldstake Directors’Resolutions.
“Damages” means, whether or not involving a third party claim, any loss, cost, liability, claim, interest, fine, penalty, assessment, Taxes, damages available at law or in equity (excluding incidental, consequential, special, aggravated, exemplary or punitive damages), expense (including reasonable costs, fees and expenses of legal counsel on a full indemnity basis, without reduction for tariff rates or similar reductions and reasonable costs, fees and expenses of investigation) or diminution in value.
“Discloser” has the meaning set out in the definition of Confidential Information.
“Encumbrance” means, whether registered in any fashion or not, any encumbrance, lien, charge, hypothec, pledge, mortgage, title retention agreement, royalty agreement, security interest of any nature, adverse claim, exception, reservation, easement, encroachment, servitude, restriction on use, right of occupation, any matter capable of registration against title, option, right of first offer or refusal or similar right, right of pre-emption or privilege or any contract, agreement or arrangement to create any of the foregoing.
“Environmental Law” means Applicable Law in respect of the natural environment, public or occupational health or safety, and the manufacture, importation, handling, transportation, storage, disposal and treatment of Hazardous Substances.
“Environmental Permits” means all Permits issued or required by any Governmental Authority pursuant to any Environmental Law.
“Goldstake Directors’ Resolutions” means resolutions duly passed by the board of directors of Goldstake, amending Goldstake’s Constating Documents to provide that the quorum for the transaction of business at a meeting of its Shareholders shall be two Shareholders, or two proxyholders representing Shareholders, or any combination thereof entitled to vote at the meeting.
“Governmental Authority” or “Governmental Authorities” means:
(a)any domestic or foreign government, whether national, federal, provincial, state,territorial, municipal or local (whether administrative, legislative, executive orotherwise);
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(b)any agency, authority, ministry, department, regulatory body, court, central bank,bureau, board or other instrumentality having legislative, judicial, taxing,regulatory, prosecutorial or administrative powers or functions of, or pertaining to,government;
(c)any court, tribunal, commission, individual, arbitrator, arbitration panel or otherbody having adjudicative, regulatory, judicial, quasi-judicial, administrative orsimilar functions; and
(d)any other body or entity created under the authority of or otherwise subject to thejurisdiction of any of the foregoing, including any stock or other securitiesexchange or professional association.
“Greeniaus Claim” means a claim by John Greeniaus against Goldstake for repayment of a shareholder loan in the principal amount of C$250,000 and accrued and unpaid interest owing thereunder.
“GST/HST” means all goods and services tax and harmonized sales tax imposed under Part IX of the Excise Tax Act (Canada) or any other comparable statute in any jurisdiction of Canada.
“Hazardous Substance” means any solid, liquid, gas, odour, heat, sound, vibration, radiation or combination of them that may impair the natural environment, injure or damage property or plant or animal life or harm or impair the health of any individual and includes any contaminant, waste, substance or material defined by Environmental Law as hazardous, toxic or dangerous or any other substance or material prohibited, regulated or reportable pursuant to any Environmental Law.
“Income Tax Act” means the Income Tax Act, R.S.C. 1985, c.1 (5th Supplement) and the regulations thereunder.
“Indemnified Party” means a Person whom the Vendors or the Purchaser, as the case may be, is required to indemnify under Article 4.
“Indemnifying Party” means, in relation to an Indemnified Party, the Party to this Agreement that is required to indemnify such Indemnified Party under Article 4.
“Interim Period” means the period from the date of this Agreement to the Closing Time.
“Joint Circular” has the meaning set out in Section 5.3(6)(b).
“Law” has the meaning set out in the definition of “Applicable Law”.
“Legal Proceeding” has the meaning set out in Section 2.1(11).
“Liability” means, with respect to any Person, any liability or obligation of such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory,
5 –
determined, determinable or otherwise, and whether or not the same is required to be accrued on the financial statements of such Person.
“Mining Act” means the Mining Act R.S.O. 1990, c. M.14 (Ontario) and the regulations thereunder.
“Mining Claims” means the mining rights and mining claims (as such terms are defined in the Mining Act) and leases, in each case, either existing under contract, by operation of Law or otherwise, held by the Vendors in the Larder Lake Mining Division of Ontario and as more particularly set out on Schedule “D” hereto, together with all renewals or extensions thereof and all surface, water and ancillary or appurtenant rights attached or accruing thereto.
“MLAS” means the Mining Lands Administration System administered by the Ministry of Mines in accordance with the Mines Act.
“Net Purchase Price” has the meaning set out in Section 1.2.
“Notice of Claim” has the meaning set out in Section 4.4(1).
“Order” means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority.
“Outside Date” means December 31, 2024.
“Party” means a party to this Agreement and any reference to a Party includes its successors and permitted assigns and “Parties” means every Party.
“Permitted Encumbrances” means: (a) any Encumbrances expressly provided for or acknowledged in this Agreement; (b) easement given to a public utility or any Governmental Authority when required in the ordinary course of business; (c) any reservations or exceptions contained in the concessions or other original grant of rights underlying or related to the Mining Claims; (d) any encumbrance right or royalty vested in favour of any Governmental Authority arising under Applicable Laws; (e) rights of way for, or reservations or rights of others relating to, sewers, water lines, gas lines, pipelines, electric lines, telegraph and telephone lines and other similar products or services; (f) the Underlying Royalties; and (g) any Encumbrances disclosed on title to the Mining Claims on MLAS.
“Permits” means licences, qualifications, authorizations, consents, certificates, registrations, exemptions, waivers, filings, grants, notifications, privileges, rights, orders, judgments, rulings, directives, permits and other approvals, obtained from or required by a Governmental Authority.
“Person” is to be broadly interpreted and includes an individual, a corporation, a partnership, a trust, an unincorporated organization, a Governmental Authority, and the executors, administrators or other legal representatives of an individual in such capacity.
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“Prime Rate” means the prime rate of interest per annum quoted by Royal Bank of Canada from time to time as its reference rate of interest for Canadian dollar demand loans made to its commercial customers in Canada and which Royal Bank of Canada refers to as its “prime rate”, as such rate may be changed from time to time.
“Purchase Price” has the meaning set out in Section 1.2.
“Purchased Assets” means the Mining Claims, Vendors’ Real Property and the Records and Data.
“Purchaser’s Indemnified Parties” means the Purchaser, the Guarantor and each of their respective Affiliates and Representatives.
“Purchaser’s Legal Counsel” means Blake, Cassels & Graydon LLP.
“Recipient” has the meaning set out in the definition of Confidential Information.
“Records and Data” means all material and/or technical information and data (in paper or electronic form), environmental reports, maps, surveys, drill core samples and assays owned by and under the control or possession of the Vendors obtained from, describing or related to the Mining Claims.
“Release” means any release, spill, leak, discharge, abandonment, disposal, pumping, pouring, emitting, emptying, injecting, leaching, dumping, depositing, dispersing, passive migration, allowing to escape or migrate into or through the environment (including ambient air, surface water, ground water, land surface and subsurface strata or within any building, structure, facility or fixture) of any Hazardous Substance, including the abandonment or discarding of Hazardous Substances in barrels, drums, tanks or other containers, regardless of when discovered.
“Representative” when used with respect to a Party means each director, officer, employee, agent, consultant, adviser and other representative of that Party who is involved in the transactions contemplated by this Agreement.
“Shareholders” has the meaning set out in Section 5.3(6)(a).
“Shareholders’ Approvals” means the approval of the Shareholders’ Resolution by each of the Vendors as set out in Section 5.3(6)(a) of this Agreement.
“Shareholder Meetings” has the meaning set out in Section 5.3(6)(a).
“Shareholders’ Resolutions” has the meaning set out in Section 5.3(6)(a).
“Tax Returns” means all returns, information returns, reports, declarations, elections, notices, filings and statements in respect of Taxes that are required to be filed with any applicable Governmental Authority, including all amendments, schedules, attachments or supplements thereto and whether in tangible or electronic form.
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“Taxes” means, with respect to any Person, all supranational, national, federal, provincial, state, local or other Taxes, including income Taxes, branch Taxes, profits Taxes, capital gains Taxes, gross receipts Taxes, windfall profits Taxes, value added Taxes, severance Taxes, ad valorem Taxes, property Taxes, capital Taxes, net worth Taxes, production Taxes, sales Taxes, use Taxes, licence Taxes, excise Taxes, franchise Taxes, environmental Taxes, transfer Taxes, withholding or similar Taxes, payroll Taxes, employment Taxes, employer health Taxes, pension plan premiums and contributions, social security premiums, workers’ compensation premiums, employment insurance or compensation premiums, stamp Taxes, occupation Taxes, premium Taxes, alternative or add-on minimum Taxes, GST/HST, sales Taxes, customs duties or other Taxes of any kind whatsoever imposed or charged by any Governmental Authority, together with any interest, penalties, or additions with respect thereto and any interest in respect of such additions or penalties.
“Underlying Royalties” means those duly enforceable and valid mineral royalties disclosed by the Vendors to the Purchaser on or before the date hereof.
“Vendors’ Board Recommendations” has the meaning set out in Section 5.3(6)(e)
“Vendors’ Indemnified Parties” means the Vendors and the Vendors’ Affiliates and their respective directors, officers, employees and agents.
“Vendors’ Legal Counsel” means Osler, Hoskin & Harcourt LLP.
“Vendors’ Legal Retainer” means the legal retainer of the Vendors paid for by the Purchaser to Vendors’ Legal Counsel in the amount of C$50,000.
“Vendors’ Real Property” has the meaning set out in Section 2.1(6)(a).
“Voting Agreements” means the voting support agreements (including all amendments thereto) between the Purchaser and each of the following Securityholders: (i) Transpacific, in its capacity as a Securityholder of Goldstake, (ii) Robert Cleaver, (iii) Frances Clay, (iv) David Kenyon, and (v) Lee Kenyon.

Additional Rules of Interpretation.
(1) Gender and Number. In this Agreement, unless the context requires otherwise, words in one gender include all genders and words in the singular include the plural and vice versa.
(2) Headings and Table of Contents. The inclusion in this Agreement of headings of Articles and Sections are for convenience of reference only and are not intended to be full or precise descriptions of the text to which they refer.
(3) Section References. Unless the context requires otherwise, references in this Agreement to Sections or Schedules are to Sections or Schedules of this Agreement.
(4) Words of Inclusion. Wherever the words “include”, “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation”

8 –
and the words following “include”, “includes” or “including” shall not be considered to set forth an exhaustive list.
(5) References to this Agreement. The words “hereof”, “herein”, “hereto”, “hereunder”, “hereby” and similar expressions shall be construed as referring to this Agreement in its entirety and not to any particular Section or portion of it.
(6)Statute References. Unless otherwise indicated, all references in this Agreement toany statute include the regulations thereunder, in each case as amended, re-enacted, consolidated or replaced from time to time and in the case of any such amendment, re-enactment, consolidation or replacement, reference herein to a particular provision shall be read as referring to such amended, re-enacted, consolidated or replaced provision and also include, unless the context otherwise requires, all applicable guidelines, bulletins or policies made in connection therewith.
(7)Document References. All references herein to any agreement (including thisAgreement), document or instrument mean such agreement, document or instrument as amended, supplemented, modified, varied, restated or replaced from time to time in accordance with the terms thereof and, unless otherwise specified therein, includes all schedules and exhibits attached thereto.
SCHEDULE “B”
Consents
The following Consents are required to be obtained or made by the Vendors in connection with the purchase and sale of the Purchased Assets:
1.
The Corporate Approvals.
2.
Any third party contractual or other Consents required in connection with the transfer ofthe Mining Claims.
3.Consent of the Ontario Ministry of Mines approving the transfer of the Vendors’ RealProperty to the Purchaser or its designee.
SCHEDULE “C”
Vendors’ Real Property
The following consists of all of the Vendors’ Real Property:
1.
Lease LEA‐108323 (PIN 61224‐1142) issued to Transpacific Resources Inc. on 01 January 2009 for a term of twenty‐one years.
SCHEDULE “D”
Mining Claims
The following Single Cell Mining Claims, Multi-Cell Mining Claims and Boundary Cell Mining Claims: Tenure ID Tenure Type
115516
Single Cell Mining Claim
141359
Boundary Cell Mining Claim
187245
Boundary Cell Mining Claim
531499
Multi-cell Mining Claim
105535
Boundary Cell Mining Claim
105536
Boundary Cell Mining Claim
125944
Boundary Cell Mining Claim
189982
Boundary Cell Mining Claim
285223
Boundary Cell Mining Claim
293858
Boundary Cell Mining Claim
531603
Multi-cell Mining Claim
125886
Boundary Cell Mining Claim
170069
Boundary Cell Mining Claim
272823
Boundary Cell Mining Claim
285465
Boundary Cell Mining Claim
531512
Multi-cell Mining Claim
115215
Boundary Cell Mining Claim
115353
Boundary Cell Mining Claim
133253
Boundary Cell Mining Claim
152815
Boundary Cell Mining Claim
2 –
Tenure ID Tenure Type
169387
Boundary Cell Mining Claim
170057
Boundary Cell Mining Claim
194712
Boundary Cell Mining Claim
198801
Boundary Cell Mining Claim
206805
Boundary Cell Mining Claim
218929
Boundary Cell Mining Claim
226205
Boundary Cell Mining Claim
250009
Boundary Cell Mining Claim
250010
Boundary Cell Mining Claim
268692
Boundary Cell Mining Claim
272801
Boundary Cell Mining Claim
272802
Boundary Cell Mining Claim
308606
Boundary Cell Mining Claim
320876
Boundary Cell Mining Claim
332114
Boundary Cell Mining Claim
333877
Boundary Cell Mining Claim
531513
Multi-cell Mining Claim
531514
Multi-cell Mining Claim
531515
Multi-cell Mining Claim
150577
Boundary Cell Mining Claim
235429
Boundary Cell Mining Claim
180615
Boundary Cell Mining Claim
196070
Boundary Cell Mining Claim
270360
Boundary Cell Mining Claim
104767
Boundary Cell Mining Claim
290538
Boundary Cell Mining Claim
127900
Boundary Cell Mining Claim
155878
Boundary Cell Mining Claim
3 –
Tenure ID Tenure Type
253404
Boundary Cell Mining Claim
282415
Boundary Cell Mining Claim
290491
Boundary Cell Mining Claim
329700
Boundary Cell Mining Claim
532022
Multi-cell Mining Claim
115580
Boundary Cell Mining Claim
531509
Multi-cell Mining Claim
115560
Boundary Cell Mining Claim
124903
Boundary Cell Mining Claim
181212
Boundary Cell Mining Claim
207528
Boundary Cell Mining Claim
207529
Boundary Cell Mining Claim
226916
Boundary Cell Mining Claim
253416
Boundary Cell Mining Claim
290615
Boundary Cell Mining Claim
304035
Boundary Cell Mining Claim
532021
Multi-cell Mining Claim
532023
Multi-cell Mining Claim
531488
Multi-cell Mining Claim
153489
Boundary Cell Mining Claim
206767
Boundary Cell Mining Claim
251321
Boundary Cell Mining Claim
265358
Boundary Cell Mining Claim
284906
Boundary Cell Mining Claim
4 –
Tenure ID Tenure Type
330650
Boundary Cell Mining Claim
198798
Boundary Cell Mining Claim
218924
Boundary Cell Mining Claim
226202
Boundary Cell Mining Claim
226203
Boundary Cell Mining Claim
333870
Boundary Cell Mining Claim
333871
Boundary Cell Mining Claim
531508
Multi-cell Mining Claim
103697
Boundary Cell Mining Claim
123263
Boundary Cell Mining Claim
234499
Boundary Cell Mining Claim
253316
Boundary Cell Mining Claim
331062
Boundary Cell Mining Claim
532018
Multi-cell Mining Claim
152816
Boundary Cell Mining Claim
272800
Boundary Cell Mining Claim
307937
Boundary Cell Mining Claim
322791
Boundary Cell Mining Claim
APPENDIX E DISSENT RIGHTS
Rights of dissenting shareholders
185 (1) Subject to subsection (3) and to sections 186 and 248, if a corporation resolves to,
(a) amend its articles under section 168 to add, remove or change restrictions on the issue, transfer or ownership of shares of a class or series of the shares of the corporation;
(b) amend its articles under section 168 to add, remove or change any restriction upon the business or businesses that the corporation may carry on or upon the powers that the corporation may exercise;
(c) amalgamate with another corporation under sections 175 and 176;
(d) be continued under the laws of another jurisdiction under section 181;
(d.1) be continued under the Co-operative Corporations Act under section 181.1;
(d.2) be continued under the Not-for-Profit Corporations Act, 2010 under section 181.2; or
(e) sell, lease or exchange all or substantially all its property under subsection 184 (3),
a holder of shares of any class or series entitled to vote on the resolution may dissent. R.S.O. 1990, c. B.16, s. 185 (1); 2017, c. 20, Sched. 6, s. 24.
Idem
(2) If a corporation resolves to amend its articles in a manner referred to in subsection 170 (1), a holder of shares of any class or series entitled to vote on the amendment under section 168 or 170 may dissent, except in respect of an amendment referred to in,
(a) clause 170 (1) (a), (b) or (e) where the articles provide that the holders of shares of such class or series are not entitled to dissent; or
(b) subsection 170 (5) or (6). R.S.O. 1990, c. B.16, s. 185 (2).
One class of shares
(2.1) The right to dissent described in subsection (2) applies even if there is only one class of shares. 2006, c. 34, Sched. B, s. 35.
Exception
(3) A shareholder of a corporation incorporated before the 29th day of July, 1983 is not entitled to dissent under this section in respect of an amendment of the articles of the corporation to the extent that the amendment,
(a) amends the express terms of any provision of the articles of the corporation to conform to the terms of the provision as deemed to be amended by section 277; or
(b) deletes from the articles of the corporation all of the objects of the corporation set out in its articles, provided that the deletion is made by the 29th day of July, 1986. R.S.O. 1990, c. B.16, s. 185 (3).
Shareholder’s right to be paid fair value
(4) In addition to any other right the shareholder may have, but subject to subsection (30), a shareholder who complies with this section is entitled, when the action approved by the resolution from which the shareholder dissents becomes effective, to be paid by the corporation the fair value of the shares held by the shareholder in respect of which the shareholder dissents, determined as of the close of business on the day before the resolution was adopted. R.S.O. 1990, c. B.16, s. 185 (4).
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No partial dissent
(5) A dissenting shareholder may only claim under this section with respect to all the shares of a class held by the dissenting shareholder on behalf of any one beneficial owner and registered in the name of the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (5).
Objection
(6) A dissenting shareholder shall send to the corporation, at or before any meeting of shareholders at which a resolution referred to in subsection (1) or (2) is to be voted on, a written objection to the resolution, unless the corporation did not give notice to the shareholder of the purpose of the meeting or of the shareholder’s right to dissent. R.S.O. 1990, c. B.16, s. 185 (6).
Idem
(7) The execution or exercise of a proxy does not constitute a written objection for purposes of subsection (6). R.S.O. 1990, c. B.16, s. 185 (7).
Notice of adoption of resolution
(8) The corporation shall, within ten days after the shareholders adopt the resolution, send to each shareholder who has filed the objection referred to in subsection (6) notice that the resolution has been adopted, but such notice is not required to be sent to any shareholder who voted for the resolution or who has withdrawn the objection. R.S.O. 1990, c. B.16, s. 185 (8).
Idem
(9) A notice sent under subsection (8) shall set out the rights of the dissenting shareholder and the procedures to be followed to exercise those rights. R.S.O. 1990, c. B.16, s. 185 (9).
Demand for payment of fair value
(10) A dissenting shareholder entitled to receive notice under subsection (8) shall, within twenty days after receiving such notice, or, if the shareholder does not receive such notice, within twenty days after learning that the resolution has been adopted, send to the corporation a written notice containing,
(a) the shareholder’s name and address;
(b) the number and class of shares in respect of which the shareholder dissents; and
(c) a demand for payment of the fair value of such shares. R.S.O. 1990, c. B.16, s. 185 (10).
Certificates to be sent in
(11) Not later than the thirtieth day after the sending of a notice under subsection (10), a dissenting shareholder shall send the certificates, if any, representing the shares in respect of which the shareholder dissents to the corporation or its transfer agent. R.S.O. 1990, c. B.16, s. 185 (11); 2011, c. 1, Sched. 2, s. 1 (9).
Idem
(12) A dissenting shareholder who fails to comply with subsections (6), (10) and (11) has no right to make a claim under this section. R.S.O. 1990, c. B.16, s. 185 (12).
Endorsement on certificate
(13) A corporation or its transfer agent shall endorse on any share certificate received under subsection (11) a notice that the holder is a dissenting shareholder under this section and shall return forthwith the share certificates to the dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (13).
Rights of dissenting shareholder
(14) On sending a notice under subsection (10), a dissenting shareholder ceases to have any rights as a shareholder other than the right to be paid the fair value of the shares as determined under this section except where,
E-3
(a) the dissenting shareholder withdraws notice before the corporation makes an offer under subsection (15);
(b) the corporation fails to make an offer in accordance with subsection (15) and the dissenting shareholder withdraws notice; or
(c) the directors revoke a resolution to amend the articles under subsection 168 (3), terminate an amalgamation agreement under subsection 176 (5) or an application for continuance under subsection 181 (5), or abandon a sale, lease or exchange under subsection 184 (8),
in which case the dissenting shareholder’s rights are reinstated as of the date the dissenting shareholder sent the notice referred to in subsection (10). R.S.O. 1990, c. B.16, s. 185 (14); 2011, c. 1, Sched. 2, s. 1 (10).
Same
(14.1) A dissenting shareholder whose rights are reinstated under subsection (14) is entitled, upon presentation and surrender to the corporation or its transfer agent of any share certificate that has been endorsed in accordance with subsection (13),
(a) to be issued, without payment of any fee, a new certificate representing the same number, class and series of shares as the certificate so surrendered; or
(b) if a resolution is passed by the directors under subsection 54 (2) with respect to that class and series of shares,
(i) to be issued the same number, class and series of uncertificated shares as represented by the certificate so surrendered, and
(ii) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).
Same
(14.2) A dissenting shareholder whose rights are reinstated under subsection (14) and who held uncertificated shares at the time of sending a notice to the corporation under subsection (10) is entitled,
(a) to be issued the same number, class and series of uncertificated shares as those held by the dissenting shareholder at the time of sending the notice under subsection (10); and
(b) to be sent the notice referred to in subsection 54 (3). 2011, c. 1, Sched. 2, s. 1 (11).
Offer to pay
(15) A corporation shall, not later than seven days after the later of the day on which the action approved by the resolution is effective or the day the corporation received the notice referred to in subsection (10), send to each dissenting shareholder who has sent such notice,
(a) a written offer to pay for the dissenting shareholder’s shares in an amount considered by the directors of the corporation to be the fair value thereof, accompanied by a statement showing how the fair value was determined; or
(b) if subsection (30) applies, a notification that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (15).
Idem
(16) Every offer made under subsection (15) for shares of the same class or series shall be on the same terms. R.S.O. 1990, c. B.16, s. 185 (16).
Idem
(17) Subject to subsection (30), a corporation shall pay for the shares of a dissenting shareholder within ten days after an offer made under subsection (15) has been accepted, but any such offer lapses if the corporation does not receive an acceptance thereof within thirty days after the offer has been made. R.S.O. 1990, c. B.16, s. 185 (17).
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Application to court to fix fair value
(18) Where a corporation fails to make an offer under subsection (15) or if a dissenting shareholder fails to accept an offer, the corporation may, within fifty days after the action approved by the resolution is effective or within such further period as the court may allow, apply to the court to fix a fair value for the shares of any dissenting shareholder. R.S.O. 1990, c. B.16, s. 185 (18).
Idem
(19) If a corporation fails to apply to the court under subsection (18), a dissenting shareholder may apply to the court for the same purpose within a further period of twenty days or within such further period as the court may allow. R.S.O. 1990, c. B.16, s. 185 (19).
Idem
(20) A dissenting shareholder is not required to give security for costs in an application made under subsection (18) or (19). R.S.O. 1990, c. B.16, s. 185 (20).
Costs
(21) If a corporation fails to comply with subsection (15), then the costs of a shareholder application under subsection (19) are to be borne by the corporation unless the court otherwise orders. R.S.O. 1990, c. B.16, s. 185 (21).
Notice to shareholders
(22) Before making application to the court under subsection (18) or not later than seven days after receiving notice of an application to the court under subsection (19), as the case may be, a corporation shall give notice to each dissenting shareholder who, at the date upon which the notice is given,
(a) has sent to the corporation the notice referred to in subsection (10); and
(b) has not accepted an offer made by the corporation under subsection (15), if such an offer was made,
of the date, place and consequences of the application and of the dissenting shareholder’s right to appear and be heard in person or by counsel, and a similar notice shall be given to each dissenting shareholder who, after the date of such first mentioned notice and before termination of the proceedings commenced by the application, satisfies the conditions set out in clauses (a) and (b) within three days after the dissenting shareholder satisfies such conditions. R.S.O. 1990, c. B.16, s. 185 (22).
Parties joined
(23) All dissenting shareholders who satisfy the conditions set out in clauses (22) (a) and (b) shall be deemed to be joined as parties to an application under subsection (18) or (19) on the later of the date upon which the application is brought and the date upon which they satisfy the conditions, and shall be bound by the decision rendered by the court in the proceedings commenced by the application. R.S.O. 1990, c. B.16, s. 185 (23).
Idem
(24) Upon an application to the court under subsection (18) or (19), the court may determine whether any other person is a dissenting shareholder who should be joined as a party, and the court shall fix a fair value for the shares of all dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (24).
Appraisers
(25) The court may in its discretion appoint one or more appraisers to assist the court to fix a fair value for the shares of the dissenting shareholders. R.S.O. 1990, c. B.16, s. 185 (25).
Final order
(26) The final order of the court in the proceedings commenced by an application under subsection (18) or (19) shall be rendered against the corporation and in favour of each dissenting shareholder who, whether before or after the date of the order, complies with the conditions set out in clauses (22) (a) and (b). R.S.O. 1990, c. B.16, s. 185 (26).
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Interest
(27) The court may in its discretion allow a reasonable rate of interest on the amount payable to each dissenting shareholder from the date the action approved by the resolution is effective until the date of payment. R.S.O. 1990, c. B.16, s. 185 (27).
Where corporation unable to pay
(28) Where subsection (30) applies, the corporation shall, within ten days after the pronouncement of an order under subsection (26), notify each dissenting shareholder that it is unable lawfully to pay dissenting shareholders for their shares. R.S.O. 1990, c. B.16, s. 185 (28).
Idem
(29) Where subsection (30) applies, a dissenting shareholder, by written notice sent to the corporation within thirty days after receiving a notice under subsection (28), may,
(a) withdraw a notice of dissent, in which case the corporation is deemed to consent to the withdrawal and the shareholder’s full rights are reinstated; or
(b) retain a status as a claimant against the corporation, to be paid as soon as the corporation is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the corporation but in priority to its shareholders. R.S.O. 1990, c. B.16, s. 185 (29).
Idem
(30) A corporation shall not make a payment to a dissenting shareholder under this section if there are reasonable grounds for believing that,
(a) the corporation is or, after the payment, would be unable to pay its liabilities as they become due; or
(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its liabilities. R.S.O. 1990, c. B.16, s. 185 (30).
Court order
(31) Upon application by a corporation that proposes to take any of the actions referred to in subsection (1) or (2), the court may, if satisfied that the proposed action is not in all the circumstances one that should give rise to the rights arising under subsection (4), by order declare that those rights will not arise upon the taking of the proposed action, and the order may be subject to compliance upon such terms and conditions as the court thinks fit and, if the corporation is an offering corporation, notice of any such application and a copy of any order made by the court upon such application shall be served upon the Commission. 1994, c. 27, s. 71 (24).
Commission may appear
(32) The Commission may appoint counsel to assist the court upon the hearing of an application under subsection (31), if the corporation is an offering corporation. 1994, c. 27, s. 71 (24).