Serabi/Kenai -- summary under Canadian Buyco

Overview

Under a B.C. plan of arrangement, shareholders of Kenai will receive ordinary shares (and no deferred shares) of Serabi (representing an 87% premium). The Kenai shares will be acquired by Subco prior to Kenai and Subco amalgamating, with Amalco being a wholly-owned subsidiary of Serabi. Kenai shareholders will hold approximately 19.82% of Serabi's fully diluted shares outstanding. Serabi will lend up to US$2.75M to Kenai before the effective date of the arrangement to fund obligations of, and work on, Kenai's Brazilian property.

Chalice/Coventry -- summary under Asset sale/share distribution

Overview

Under a BC Plan of Arrangement, Coventry is to transfer most of its subsidiaries (the "Targets") to Western Rift (a subsidiary of Chalice) in consideration for Chalice shares, which Coventry will then transfer to its shareholders as a stated capital distribution. The Arrangement is expected to result in the Coventry shareholders holding 15.46% of the Chalice shares, and in Coventry holding only cash and a project in Alaska.

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