AMALGAMATION AGREEMENT

B E T W E E N

BIG FIVE CAPITAL CORP.

AND

BELLWETHER ASSET MANGEMENT INC.

AND

BELLWETHER INVESTMENT MANAGEMENT INC.

MADE AS OF September 24, 2013

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TABLE OF CONTENTS

Section	Description
ARTICLE 1	INTERPRETATION..................................................................................... 1
1.01	Defined Terms ....................................................................................................... 1
1.02	Headings ................................................................................................................ 7
1.03	Extended Meanings................................................................................................ 7
1.04	Statutory References.............................................................................................. 8
1.05	Accounting Principles............................................................................................ 8
1.06	Currency................................................................................................................. 8
1.07	Schedules ............................................................................................................... 8
ARTICLE 2	AMALGAMATION ...................................................................................... 8
2.01	Amalgamation........................................................................................................ 8
2.02	Name of Amalgamated Corporation...................................................................... 9
2.03	Registered Office ................................................................................................... 9
2.04	Directors................................................................................................................. 9
2.05	Officers .................................................................................................................. 9
2.06	Financial Year End ................................................................................................ 9
2.07	Authorized Capital............................................................................................... 10
2.08	Issued Capital....................................................................................................... 10
2.09	Outstanding Options and Broker Warrants.......................................................... 10
2.10	Stated Capital....................................................................................................... 11
2.11	No Restrictions on Business ................................................................................ 11
2.12	Number of Directors ............................................................................................ 11
2.13	Articles of Amalgamation and By-Laws ............................................................. 11
2.14	Auditors................................................................................................................ 11
2.15	Amalco Stock Option Plan................................................................................... 12
ARTICLE 3	REPRESENTATIONS AND WARRANTIES OF BELLWETHER...... 12
3.01	Incorporation and Registration ............................................................................ 12
3.02	Subsidiaries.......................................................................................................... 12
3.03	Bankruptcy, etc. ................................................................................................... 13
3.04	Due Authorization, etc......................................................................................... 13
3.05	Absence of Conflict ............................................................................................. 13
3.06	Pre-Closing Capital Stock.................................................................................... 13
3.07	Convertible Securities.......................................................................................... 14
3.08	No Shareholders/Voting Agreement.................................................................... 14
3.09	No Dividends/Redemption, Etc. .......................................................................... 14
3.10	Financial Statements............................................................................................ 14
3.11	Absence of Changes............................................................................................. 15
3.12	Ordinary Course................................................................................................... 15
3.13	Restrictions on Activities..................................................................................... 16
3.14	Extent of Liabilities.............................................................................................. 17
3.15	Non-Arm’s Length Agreement............................................................................ 17
3.16	Indebtedness......................................................................................................... 17
3.17	No Guarantees...................................................................................................... 17
3.18	Intellectual Property............................................................................................. 17
3.19	Assets................................................................................................................... 18

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TABLE OF CONTENTS

Section	Description
3.20	Bellwether Material Contracts............................................................................. 19
3.21	Other Contracts.................................................................................................... 19
3.22	Governmental Charges......................................................................................... 19
3.23	Taxes.................................................................................................................... 19
3.24	Absence of Litigation, etc.................................................................................... 20
3.25	Compliance with Laws ........................................................................................ 20
3.26	Authorizations and Consents ............................................................................... 20
3.27	Employment Matters and Employee Plans.......................................................... 20
3.28	No Powers of Attorney ........................................................................................ 21
3.29	Insurance.............................................................................................................. 21
3.30	Authorizations...................................................................................................... 22
3.31	Fees and Commissions......................................................................................... 22
3.32	Books and Records .............................................................................................. 22
3.33	Restrictions on Amalgamation............................................................................. 22
3.34	Information Circular ............................................................................................ 22
ARTICLE 4	REPRESENTATIONS AND WARRANTIES OF BIG FIVE ................ 22
4.01	Incorporation........................................................................................................ 23
4.02	Due Authorization, etc......................................................................................... 23
4.03	Pre-Closing Capital Stock.................................................................................... 23
4.04	Options................................................................................................................. 23
4.05	Reporting Issuer Status ........................................................................................ 23
4.06	TSXV Policies ..................................................................................................... 24
4.07	Litigation.............................................................................................................. 24
4.08	Bankruptcy, etc. ................................................................................................... 24
4.09	Expenses and Obligations.................................................................................... 24
4.10	Conduct of Affairs ............................................................................................... 24
4.11	Absence of Conflict ............................................................................................. 24
4.12	Financial Statements............................................................................................ 25
4.13	Liabilities ............................................................................................................. 25
4.14	Non-Arm’s Length Transactions ......................................................................... 25
4.15	Absence of Changes............................................................................................. 25
4.16	Ordinary Course................................................................................................... 26
4.17	Taxes.................................................................................................................... 27
4.18	Fees ...................................................................................................................... 27
4.19	Agreements .......................................................................................................... 27
4.20	Employment Contracts......................................................................................... 28
4.21	Dividends............................................................................................................. 28
4.22	Debt Instruments.................................................................................................. 28
4.23	Restrictions on Amalgamation............................................................................. 28
4.24	Voting Agreements.............................................................................................. 28
4.25	Books and Records .............................................................................................. 28
4.26	Public Disclosure Documents.............................................................................. 29
4.27	No Misrepresentation........................................................................................... 29
4.28	Trading of Big Five Common Shares.................................................................. 29
4.29	Minimum Listing Requirements.......................................................................... 29

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TABLE OF CONTENTS

Section	Description
ARTICLE 5	SURVIVAL OF REPRESENTATIONS AND WARRANTIES.............. 29
5.01	Survival of Representations and Warranties........................................................ 29
ARTICLE 6	COVENANTS .............................................................................................. 29
6.01	Access to Bellwether............................................................................................ 29
6.02	Access to Big Five ............................................................................................... 30
6.03	Confidentiality ..................................................................................................... 31
6.04	Conduct of Bellwether Prior to Closing............................................................... 31
6.05	Conduct of Big Five Prior to Closing .................................................................. 32
6.06	Standstill .............................................................................................................. 34
6.07	Disclosure ............................................................................................................ 34
ARTICLE 7	CONDITIONS OF CLOSING.................................................................... 35
7.01	Conditions in Favour of Big Five ........................................................................ 35
7.02	Conditions in Favour of Bellwether..................................................................... 37
7.03	Filing Articles ...................................................................................................... 38
ARTICLE 8	AMENDMENT AND TERMINATION .................................................... 39
8.01	Amendment.......................................................................................................... 39
8.02	Termination.......................................................................................................... 39
8.03	Effect of Termination........................................................................................... 40
8.04	Notice of Unfulfilled Conditions ......................................................................... 40
ARTICLE 9	MISCELLANEOUS .................................................................................... 40
9.01	Further Assurances............................................................................................... 40
9.02	Time of the Essence............................................................................................. 40
9.03	Fees and Commissions......................................................................................... 40
9.04	Public Announcements ........................................................................................ 41
9.05	Benefit of the Agreement..................................................................................... 41
9.06	Entire Agreement................................................................................................. 41
9.07	Amendments and Waivers................................................................................... 41
9.08	Assignment .......................................................................................................... 41
9.09	Notices ................................................................................................................. 41
9.10	Remedies Cumulative.......................................................................................... 42
9.11	Governing Law .................................................................................................... 42
9.12	Attornment........................................................................................................... 42
9.13	Counterparts......................................................................................................... 42
9.14	Electronic Execution............................................................................................ 43
Schedule A	- Terms and Conditions of the Common Shares of the Amalgamated Corporation
Schedule B	- By-Laws of the Amalgamated Corporation
Schedule C	- Articles of Amalgamation
Schedule D	- The Bellwether Disclosure Letter
Schedule E	- Big Five Disclosure Letter

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AMALGAMATION AGREEMENT

THIS AGREEMENT is effective as of September 24, 2013

BETWEEN:

BIG FIVE CAPITAL CORP. , a corporation incorporated under the laws of the Province of Alberta,

(hereinafter called “ Big Five ”),

and -

BELLWETHER ASSET MANAGEMENT INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called “ Bellwether ”),

and -

BELLWETHER INVESTMENT MANAGEMENT INC., a corporation incorporated under the laws of the Province of Ontario, (hereinafter called “ Bellwether Investment ”),

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.01 Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ Act ” means the Business Corporations Act (Ontario).

“ Agreement ” means this agreement, including its recitals and schedules, as amended from time to time.

“ Amalgamated Corporation ” has the meaning set out in Section 2.01.

“ Amalgamated Corporation Shares ” means common shares in the capital of the Amalgamated Corporation.

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“ Amalgamation ” means the amalgamation of Bellwether and Big Five pursuant to section 174 of the Act as contemplated by this Agreement.

“ Assets ” means the assets, undertaking, property and rights of Bellwether and its Subsidiary, of every kind and description and wheresoever situated, including the Contracts to which Bellwether or its Subsidiary is a party or has rights or obligations under and all other assets and property that Bellwether and its Subsidiary purport to own and all assets and property reflected as being owned by Bellwether and its Subsidiary in their financial books and records.

“ Authorization ” means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorization of any Governmental Authority having jurisdiction.

“ Bellwether Audited Financial Statements ” means collectively the audited financial statements of Bellwether and Bellwether Investment as at and for the financial years ended December 31, 2012, 2011 and 2010.

“ Bellwether Business ” means the business of investment counseling through both pooled and segregated funds and portfolio management of exchange-traded fund (ETF), offering tailored tactical solutions for high net worth clients, as conducted by Bellwether and its Subsidiary.

“ Bellwether Common Shares ” means the common shares in the capital of Bellwether.

“ Bellwether Disclosure Letter ” means the confidential disclosure letter dated the date hereof delivered to Big Five by Bellwether.

“ Bellwether Financing ” has the meaning set out in Section 6.04(d).

“ Bellwether Material Adverse Effect ” means a material adverse effect on (i) the business, assets, liabilities, condition (financial or otherwise), management, results of operations or shareholders’ equity of Bellwether and its Subsidiary, taken as a whole, or (ii) the ability of Bellwether to complete the Amalgamation; provided, however, that it will not include any fact, circumstance, event, change, effect, or occurrence: (i) relating to the global economy or securities markets in general; (ii) changes in general economic conditions in Canada or any country or region in the world, or changes in conditions in the global economy generally (to the extent that such effect has not had a disproportionate effect on Bellwether relative to other companies in the industries in which it carries on business); (iii) changes in conditions in the financial markets, credit markets or capital markets in Canada or any other country or region in the world; (iv) changes in political conditions in Canada or any other country or region in the world (to the extent that such effect has not had a disproportionate impact on Bellwether relative to other companies in the industries in which Bellwether carries on business); (v) acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in Canada or any other country or region in the world (to the extent such effect has not had a disproportionate impact on Bellwether relative to other companies in the industries in which Bellwether carries on business); (vi)

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earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in Canada or any other country or region in the world (to the extent such effect has not had a disproportionate impact on Bellwether relative to other companies in the industries in which Bellwether carries on business); (vii) the announcement of this Agreement or the pendency of consummation of the transactions contemplated hereby; (viii) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or the failure to take any action prohibited by this Agreement; (ix) any actions or failure to take action, in each case, to which Big Five has in writing expressly approved, consented to or requested; or (x) changes in law or other legal or regulatory conditions (or the interpretation thereof) (to the extent such change has not had a disproportionate impact on Bellwether relative to other companies in the industries in which Bellwether carries on business).

“ Bellwether Material Contracts ” means (i) every Contract to which Bellwether or a Subsidiary is a party requiring payment by or to Bellwether or a Subsidiary thereof of an amount in any one year in the aggregate of $50,000; (ii) every Contract to which Bellwether or a Subsidiary thereof is a party that has or would reasonably be expected to have any material direct or indirect effect (by license, assignment or otherwise) on the Assets or Business; and (iii) every Contract to which Bellwether or a Subsidiary thereof is a party with any directors, officers, shareholders, consultants or key employees of Bellwether or its Subsidiary, but excluding employment Contracts.

“ Bellwether Material Subsidiary ” means Bellwether Investment Management Inc. (“ Bellwether Investment ”).

“ Bellwether Shareholders Meeting ” has the meaning set forth in Section 6.04(b).

“ Big Five Audited Financial Statements ” means the audited financial statements of Big Five as at and for the financial year ended September 30, 2012.

“ Big Five Broker Warrants ” means the 200,000 brokers’ warrants issued in favour of Union Securities Inc. to purchase 200,000 Big Five Common Shares (on a preConsolidation basis) at an exercise price of $0.10 per share.

“ Big Five Common Shares ” means common shares in the capital of Big Five.

“ Big Five Disclosure Letter ” means the confidential disclosure letter dated the date hereof delivered by Big Five to Bellwether.

“ Big Five Interim Financial Statements ” means the unaudited consolidated financial statements of Big Five as at and for the periods ended December 31, 2012, March 31, 2013 and June 30, 2013.

“ Big Five Material Adverse Effect ” means a material adverse effect on (i) the business, assets, liabilities, condition (financial or otherwise), management, results of operations or shareholders’ equity of Big Five, or (ii) the ability of Big Five to complete the Amalgamation, Consolidation or Continuance; provided, however, that it will not include

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any fact, circumstance, event, change, effect, or occurrence: (i) relating to the global economy or securities markets in general; or (ii) changes in general economic conditions in Canada or any country or region in the world, or changes in conditions in the global economy generally; (iii) changes in conditions in the financial markets, credit markets or capital markets in Canada or any other country or region in the world; (iv) changes in political conditions in Canada or any other country or region in the world (to the extent that such effect has not had a disproportionate impact on Big Five relative to other companies in the industries in which Big Five carries on business); (v) acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in Canada or any other country or region in the world; (vi) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in Canada or any other country or region in the world; (vii) the announcement of this Agreement or the pendency of consummation of the transactions contemplated hereby; (viii) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or the failure to take any action prohibited by this Agreement; (ix) any actions or failure to take action, in each case, to which Big Five has in writing expressly approved, consented to or requested; or (x) changes in law or other legal or regulatory conditions (or the interpretation thereof).

“ Big Five Options ” means the 470,000 options to purchase 470,000 Big Five Common Shares (on a pre-Consolidation basis) at an exercise price of $0.10 per share.

“ Big Five Shareholders Meeting ” has the meaning set out in Section 6.05(b).

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario.

“ Canadian Jurisdictions ” means each of the provinces and territories of Canada.

“ Canadian Securities Laws ” means all applicable securities Laws in each of the Canadian Jurisdictions and the respective rules and regulations made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in such provinces having the force of law.

“ Consolidation ” means the consolidation of Big Five Common Shares on a 2:1 basis.

“ Constating Documents ” means, in respect of a body corporate, the articles and the bylaws, or other charter documents, together with any amendments thereto or replacements thereof.

“ Continuance ” means the continuance of Big Five under the Act.

“ Contract ” means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including, without limitation, any: (i) lease of personal property, (ii) derivative contract, and (iii) restrictive agreement or negative covenant agreement.

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“ Director ” means the Director appointed under the Act.

“ Dissent Rights ” means the rights of Dissenting Shareholders to dissent under section 185 of the Act with respect to the Amalgamation or under section 191 of the Business Corporations Act (Alberta) with respect to the Continuance.

“ Dissenting Shareholders ” means (i) in the case of the Amalgamation, the holders of Big Five Common Shares or holders of Bellwether Common Shares who exercise rights of dissent under section 185 of the Act with respect to the Amalgamation, and (ii) in the case of the Continuance, the holders of Big Five Common Shares who exercise rights of dissent under section 191 of the Business Corporations Act (Alberta) with respect to the Continuance.

“ Effective Date ” means the effective date set forth in the certificate of amalgamation issued pursuant to the Act in respect of the Amalgamation.

“ Effective Time ” means the earliest moment after the filing of the Articles of Amalgamation on the Effective Date.

“ Employee Plans ” means, with respect to a party to this Agreement (the “ Applicable Party ”), all employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, stock award, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former directors, officers, or employees of the Applicable Party and its Subsidiary, maintained, funded or sponsored or required to be contributed to by the Applicable Party or a Subsidiary thereof, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered under which Bellwether or a Subsidiary thereof may have or would be reasonably expected to have any material Liability, contingent or otherwise, except for any statutory plans to which the Applicable Party or any of its Subsidiaries is obliged to contribute or comply including the Canada/Québec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance legislation.

“ Encumbrance ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that, in substance, secures payment or performance of an obligation.

“ GAAP ” means generally accepted accounting principles in Canada.

“ Governmental Authority ” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other government or governmental or public ministry, department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any quasi-governmental body exercising any regulatory, expropriation or taxing authority, or (iv) any stock exchange or securities market.

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“ Governmental Charges ” means all Taxes, customs, duties, rates, levies, assessments, reassessments and other charges, together with all penalties, interest and fines with respect thereto, payable to any Governmental Authority.

“ IFRS ” means the International Financial Reporting Standards.

“ Information Circular ” means the management information circular of Big Five to be sent to shareholders of Big Five in connection with the Big Five Shareholders’ Meeting.

“ Intellectual Property ” has the meaning set out in Section 3.19(a).

“ knowledge of Bellwether ” means the actual knowledge of Robert Sewell and Stephen Meehan.

“ Laws ” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements having the force of law of any Governmental Authority having jurisdiction over the matter and/or person then being referred to.

“ Letter of Intent ” means the letter of intent between Bellwether and Big Five with respect to, among other things, the Amalgamation dated April 29, 2013, as amended June 18, 2013.

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

“ Meetings ” means, collectively, the Bellwether Shareholders’ Meeting and the Big Five Shareholders’ Meeting.

“ Ordinary Course ” means, with respect to any actions taken by Bellwether or its Subsidiary or Big Five, as applicable, that such action is consistent with the past practices of Bellwether or its Subsidiary or Big Five, as applicable, and is taken in the ordinary course of the normal day to day operations of Bellwether or its Subsidiary or Big Five, as applicable.

“ Owned Intellectual Property ” has the meaning given to it in Section 3.19(c).

“ Permitted Encumbrances ” means (i) Encumbrances for Taxes not yet due and delinquent; (ii) inchoate or statutory Encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Assets, provided that such

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Encumbrances are related to obligations not due or delinquent and in respect of which adequate holdbacks are being maintained as required by Law; (iii) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of Bellwether, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance; and (iv) Encumbrances listed and described in Section 3.02 of the Bellwether Disclosure Letter.

“ Subsidiary ” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof or over which the specified body corporate holds more than 50% of the votes for the directors thereof and will include any body corporate, partnership, joint venture or other person (other than an individual) over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate.

“ Tax Act " or any reference to a specific provision thereof means the Income Tax Act (Canada) and legislation of any legislature of any province or territory of Canada (including the Taxation Act (Quebec)) and any regulations thereunder in force of like or similar effect.

“ Tax Returns ” means all returns, declarations, designations, forms, schedules, reports, elections, notices, filings, statements (including withholding tax returns and reports, and information tax returns and reports) and other documents of every nature whatsoever filed or required to be filed with any Governmental Authority with respect to any Taxes, together with all amendments and supplements thereto.

“ Taxes ” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, goods and services, harmonized sales, use, consumption, valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, social services, licence, franchise and registration fees and employment insurance, health insurance and Canada, Quebec and other government pension plan premiums or contributions), and "Tax" has a corresponding meaning.

“ TSXV ” means the TSX Venture Exchange.

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion

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hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term “including” means “including without limiting the generality of the foregoing”.

1.04 Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any regulations made thereunder.

1.05 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with GAAP or IFRS, as the case may be, such reference will be deemed to be to the generally accepted accounting principles or the International Financial Reporting Standards, as the case may be, from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.06 Currency

All references to currency herein are to lawful money of Canada.

1.07 Schedules

The following are the Schedules to this Agreement:

Schedule A - Terms and Conditions of the Common Shares of the Amalgamated Corporation Schedule B - By-Laws of the Amalgamated Corporation Schedule C - Articles of Amalgamation

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ARTICLE 2 AMALGAMATION

2.01 Amalgamation

Bellwether and Big Five hereby agree to amalgamate, pursuant to the provisions of the Act, and continue as one corporation (the “ Amalgamated Corporation ”) effective at the Effective Time upon and subject to the terms and conditions and in the manner set out in this Agreement.

2.02 Name of Amalgamated Corporation

The name of the Amalgamated Corporation will be “Lorne Park Capital Partners

Inc.”.

2.03 Registered Office

The registered office of the Amalgamated Corporation will be situated in the

Province of Ontario.

2.04 Directors

(1) The number of directors of the Amalgamated Corporation will be a minimum of three and a maximum of 15 and, effective upon Amalgamation, the number of directors shall be fixed at six (6).

(2) The following persons will be the first directors:

Name

Robert Sewell

Stephen Meehan

Christopher Dingle

David Brown

James Williams

Michael Clemons

The first directors shall hold office until the first annual meeting of the shareholders of the Amalgamated Corporation following the Amalgamation, or until their successors are duly appointed or elected.

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2.05 Officers

The initial officers of the Amalgamated Corporation will be:

	Name	Title
	Robert Sewell	President and Chief Executive Officer
	Stephen Meehan	Chairman
	Scott Franklin	Chief Financial Officer and Secretary
2.06	Financial Year End

The financial year end of the Amalgamated Corporation will be December 31.

2.07 Property

All of the property (excepts amount receivable between Bellwether and Big Five) of Big Five and Bellwether immediately before the Amalgamation shall become the property of the Amalgamated Corporation by virtue of the Amalgamation.

2.08 Liabilities

All of the liabilities (excepts amounts payable between Bellwether and Big Five) immediately before the Amalgamation shall become liabilities of the Amalgamated Corporation by virtue of the Amalgamation.

2.09 Authorized Capital

(1) The Amalgamated Corporation will be authorized to issue an unlimited number of common shares.

(2) The rights, privileges, restrictions and conditions attaching to the common shares of the Amalgamated Corporation are set forth in Schedule A to this Agreement.

2.10 Issued Capital

(1) Any shares of either of the parties held by or on behalf of the other party will, at the Effective Time, be cancelled without any repayment of capital in respect thereof.

(2) The outstanding shares of each of the parties, except the shares, if any, to be cancelled pursuant to Section 2.08(1), will, at the Effective Time, be converted into outstanding shares of the Amalgamated Corporation as follows:

(a) each Bellwether Common Share (other than Bellwether Common Shares held by Dissenting Shareholders) will become one (1) Amalgamated Corporation Share; and

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(b) each Big Five Common Share (other than Big Five Common Shares held by Dissenting Shareholders) (on a post-Consolidation basis) will become one (1) Amalgamated Corporation Share.

(3) Holders of shares of either of the parties will not be entitled to be registered on the books of the Amalgamated Corporation in respect of a fraction of one of the issued Amalgamated Corporation Shares resulting from the conversion described in Section 2.08(2) and, if the conversion would result in less than one full Amalgamated Corporation Share, the holder will not receive any consideration in respect of such fraction.

2.11

Outstanding Options and Broker Warrants

At the Effective Time:

(a) all Big Five Options will be cancelled without any payments made to the holders in respect thereof;
(b) subject to all required regulatory approvals, each outstanding Big Five Broker Warrant (on a post-Consolidation basis) will become an option to purchase one (1) Amalgamated Corporation Share on the same terms as those contained in the certificates evidencing the Big Five Broker Warrants in effect immediately prior to the Effective Time. The exercise price per Amalgamated Corporation Share will be $0.20 per Amalgamated Corporation Share;
(c) subject to all required regulatory approvals, each outstanding Finder’s Warrant (as defined in Section 6.04(d)(i) will become an option to purchase one (1) Amalgamated Corporation Share on the same terms as those contained in the applicable Finder’s Warrant in effect immediately prior to the Effective Time. The exercise price per Amalgamated Corporation Share will be $0.20 per Amalgamated Corporation Share; and
(d) subject to all required regulatory approvals, the Amalgamated Corporation shall grant to the directors and officers of the Amalgamated Corporation an aggregate of 1,500,000 incentive stock options to acquire up to 1,500,000 Amalgamated Corporation Shares at an exercise price of $0.30 per Amalgamated Corporation Share.
2.12 Stated Capital

The amounts to be added on the Effective Date to the stated capital accounts to be maintained by the Amalgamated Corporation are as follows:

(a) an amount equal to the amount in the stated capital account maintained by Bellwether for its Bellwether Common Shares will be added to the stated capital account for Amalgamated Corporation Shares; and

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(b) an amount equal to the amount in the stated capital account maintained by Big Five for its Big Five Common Shares will be added to the stated capital account for the Amalgamated Corporation Shares.
2.13 No Restrictions on Business

There will be no restrictions on the business the Amalgamated Corporation may carry on or on the powers the Amalgamated Corporation may exercise.

2.14 Number of Directors

The actual number of directors within the minimum and maximum number set out in Section 2.04(1) may be determined from time to time by resolution of the directors or may be fixed by the shareholders. Any vacancy among the directors resulting from an increase in the number of directors as so determined may be filled by resolution of the directors.

2.15 Articles of Amalgamation and By-Laws

The Articles of Amalgamation of the Amalgamated Corporation shall be in the form set forth as Schedule C attached hereto. The by-laws of the Amalgamated Corporation will be in the form attached hereto as Schedule B, such by-laws after the Effective Time to be supplemented, amended or repealed in accordance with the provisions of the Act relating to the making, amending and repealing of by-laws.

2.16 Auditors

The auditors of the Amalgamated Corporation, until the first annual meeting of shareholders, will be BDO Canada LLP unless they resign or are removed in accordance with the Act.

2.17

Amalco Stock Option Plan

The stock option plan to be approved at the Big Five Meeting shall be the stock option plan of the Amalgamated Corporation.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BELLWETHER

Each of Bellwether and Bellwether Investment, jointly and severally, represent and warrant to Big Five as follows except as set forth in the Bellwether Disclosure Letter and acknowledge and confirm that Big Five is relying on such representations and warranties in connection with its entering into the Amalgamation.

3.01 Incorporation and Registration

Each of Bellwether and its Subsidiary is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and each has all necessary

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corporate power, authority and capacity and holds all licenses, registrations and permits to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a Bellwether Material Adverse Effect. Neither the nature of its activities or the Bellwether Business nor the location or character of the Assets owned, operated or leased by Bellwether or its Subsidiary require Bellwether or its Subsidiary to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a Bellwether Material Adverse Effect.

3.02 Subsidiaries

Bellwether has no Subsidiaries other than Bellwether Investment, nor any interest in any body corporate, partnership, joint ventures or other entity or person and none of Bellwether and its Subsidiary is a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or person other than in connection with the Amalgamation. Bellwether beneficially owns, directly or indirectly, all of the issued and outstanding shares in the capital of its Subsidiary and all other issued securities of its Subsidiary free and clear of all Encumbrances, claims or demands of any kind whatsoever other than such security interest which may have been granted as security under the terms of the credit facilities referred to in the Bellwether Audited Financial Statements and other than Permitted Encumbrances, all of such shares and securities have been fully authorized and validly issued and in the case of shares are outstanding as fully paid and non-assessable shares and no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from Bellwether or its Subsidiary of any interest in any of such shares or securities or for the issue or allotment of any unissued shares in the capital of Bellwether or its Subsidiary or any other security convertible into or exchangeable for such shares in the capital of Bellwether or its Subsidiary. The only Subsidiary that is material to Bellwether is the Bellwether Material Subsidiary.

3.03 Bankruptcy, etc.

No bankruptcy, insolvency or receivership proceedings have been instituted by Bellwether or its Subsidiary or, to the knowledge of Bellwether, are pending against Bellwether or its Subsidiary and each of Bellwether and its Subsidiary are, in the Ordinary Course, able to pay its debts.

3.04 Due Authorization, etc.

Subject to the requisite shareholder approvals, (i) Bellwether and its Subsidiary have all necessary corporate power, capacity and authority to enter into this Agreement and to carry out their obligations under this Agreement and to undertake the Amalgamation, and (ii) this Agreement has been duly authorized, executed and delivered by Bellwether and its Subsidiary have and constitutes a valid and binding obligation of Bellwether and its Subsidiary have enforceable against it in accordance with its terms, subject, however, to limitations with respect

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to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

3.05 Conduct of Affairs

Bellwether and its Subsidiary have all requisite corporate capacity, power and authority, and possesses all certificates, authority, permits and licenses issued by the appropriate Governmental Authorities necessary to conduct its affairs as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or licenses, except where the failure to have such power, authority and capacity or to hold or comply with such certificates, authorities, permits or licenses would not reasonably be expected to have a Bellwether Material Adverse Effect. Bellwether and its Subsidiary have not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would reasonably be expected to have a Bellwether Material Adverse Effect.

3.06 Absence of Conflict

The entering into, and the performance by Bellwether and Bellwether Investment of the transactions contemplated in, this Agreement:

(a) do not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under applicable securities legislation or the rules of the TSXV and any approval or authorization under the Act;
(b) will not contravene any statute or regulation of any Governmental Authority which is binding on Bellwether and Bellwether Investment where such contravention would reasonably be expected to have a Bellwether Material Adverse Effect; and
(c) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Constating Documents, bylaws or resolutions of Bellwether and Bellwether Investment or any Contract to which Bellwether is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would reasonably be expected to have a Bellwether Material Adverse Effect.

3.07 Pre-Closing Capital Stock

The authorized capital of Bellwether consists of an unlimited number of common shares, of which 20,000,000 Bellwether Common Shares are issued and outstanding. All of the issued shares of Bellwether have been duly and validly issued in compliance with applicable Law and are outstanding as fully paid and non-assessable shares in the capital of Bellwether. Except for the purchasers of Bellwether Common Shares pursuant to the Bellwether Financing,

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the registered owners of the issued and outstanding shares of Bellwether are set forth in Section 3.07 of the Bellwether Disclosure Letter. Except for the subscription agreements to be entered into with prospective purchasers of Bellwether Common Shares pursuant to the Bellwether Financing and any Finder’s Warrants issued in connection therewith, no rights, warrants or options to acquire, or instruments or other securities convertible into or exchangeable for, any shares or securities in the capital of Bellwether or its Subsidiary, respectively, are outstanding, including issued and outstanding of Bellwether Investment.

3.08 Convertible Securities

No holder of securities of Bellwether or Bellwether Investment is entitled to any pre-emptive or similar right to subscribe for securities of Bellwether or Bellwether Investment. No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option or right or privilege, for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of Bellwether or Bellwether Investment or for the issue of any other securities of any nature or kind of Bellwether Investment except for the Finder’s Warrants.

3.09 No Shareholders/Voting Agreement

There are no shareholders agreements or other agreements to which Bellwether is a party governing the voting, holding or sale of Bellwether Common Shares or shares of the Subsidiary of Bellwether or the management of the affairs of Bellwether or its Subsidiary, and Bellwether is not aware of any other such agreement to which Bellwether is not a party.

3.10 No Dividends/Redemption, Etc.

Since December 31, 2012: (i) no dividends have been declared or paid on or in respect of any shares or other securities of Bellwether or its Subsidiary; and (ii) no other distribution on any shares or other securities of Bellwether or its Subsidiary has been made by Bellwether. Since December 31, 2012, Bellwether has not redeemed, purchased or otherwise acquired or agreed to acquire any of its shares or other securities.

3.11 Financial Statements

The Bellwether Audited Financial Statements have been prepared in accordance
with GAAP and/or IFRS, as the case may be, and present fairly in all material respects: (a) all of the Assets, Liabilities and financial position of Bellwether at the date thereof; and
(b) the sales, earnings, results of operations and cash flows and changes in financial position of Bellwether for the periods specified.

3.12 Absence of Changes

Except as set out in the Bellwether Audited Financial Statements, since December 31, 2012, there has not been any material adverse change in the Bellwether Business and the

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results of operations, financial condition, assets, properties, liabilities (contingent or otherwise), cash flow or business operations of Bellwether and its Subsidiary considered on a consolidated basis.

3.13 Ordinary Course

Since December 31, 2012 and except for the transactions contemplated by this Agreement, the Business has been carried on in the Ordinary Course and neither Bellwether nor its Subsidiary has:

(a) transferred, assigned, sold or otherwise disposed of any of the Assets or any part of the Bellwether Business, except in the Ordinary Course and which, in the aggregate, do not exceed $50,000;
(b) waived or cancelled any debts, entitlements, rights or claims, except in the Ordinary Course and which, in the aggregate, do not exceed $50,000;
(c) incurred or assumed any obligation or Liability (fixed or contingent), except unsecured current obligations or Liabilities incurred in the Ordinary Course;
(d) issued or sold any shares or any warrants, bonds, debentures or other securities of Bellwether or its Subsidiary, or issued, granted or delivered any right, option or other commitment for the issuance of any such securities (other than stock options granted to employees) or reduced or increased the stated capital of any class of shares, except as set forth in Section 3.13 of the Bellwether Disclosure Letter and in connection with the Bellwether Financing;
(e) discharged or satisfied any Encumbrance, or paid any obligation or Liability (including contingent), other than Liabilities included in the balance sheet as at December 31, 2012 in the Bellwether Audited Financial Statements and Liabilities incurred or satisfied since December 31, 2012 in the Ordinary Course;
(f) effected any subdivision, consolidation or reclassification of any shares of Bellwether or its Subsidiary, except as set forth in Section 3.13 of the Bellwether Disclosure Letter;
(g) suffered an operating loss or any extraordinary loss, waived or omitted to take any action in respect of any rights of substantial value, or entered into any commitment or transaction not in the Ordinary Course where such loss, rights, commitment or transaction is or would reasonably be expected to have a Bellwether Material Adverse Effect;
(h) suffered any material or input shortage or cessation or interruption of the operation of the Bellwether Business or any part thereof except, in each case, in the Ordinary Course;
(i) cancelled or reduced any of its insurance coverage;

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(j) granted any bonuses, whether monetary or otherwise, or made any general wage or salary increases in respect of personnel that it employs, which, in the aggregate, exceed $50,000 or changed the terms of employment in respect of any personnel, except as may be required pursuant to a Contract or in the Ordinary Course;
(k) increased the benefits to which employees of Bellwether or its Subsidiary are entitled under any Employee Plan or created any new Employee Plan, except in the Ordinary Course;
(l) mortgaged, pledged, subjected to an Encumbrance, granted a security interest in or otherwise encumbered any of the Assets, other than pursuant to Permitted Encumbrances or in the Ordinary Course;
(m) made any capital expenditure or commitment or purchased, leased or otherwise acquired any real property, Intellectual Property, license, lease, option, royalty, fixed asset or piece of equipment with a cost or price exceeding, in the aggregate, $50,000;
(n) removed any auditor or director or terminated any officer or other senior employee, whether of Bellwether or its Subsidiary;
(o) made any material change in any method of accounting or auditing practice;
(p) amended or approved any amendment to its Constating Documents or capital structure, except as set forth in Section 3.13 of the Bellwether Disclosure Letter;
(q) compromised or settled any litigation, proceeding or other governmental action relating to the Bellwether Business, the Assets, Bellwether or its Subsidiary; or
(r) authorized, agreed or otherwise become committed to do any of the foregoing, whether or not in writing.

3.14 Restrictions on Activities

Neither Bellwether nor its Subsidiary are party to or bound or affected by any commitment, Contract or document containing any covenant which expressly limits the freedom of Bellwether or its Subsidiary to compete in any line of business, transfer or move any of its Assets or operations or which materially or adversely affects the business practices, operations or condition of Bellwether or its Subsidiary, respectively, and taken as a whole.

3.15 Extent of Liabilities

Bellwether and its Subsidiary have no Liabilities (including accrued, absolute, contingent or otherwise) which would require the expenditure or payment by Bellwether or its Subsidiary in excess of $50,000, except as disclosed in the Bellwether Audited Financial Statements and except for Liabilities incurred in the Ordinary Course since December 31, 2012, none of which Liabilities incurred in the Ordinary Course would reasonably be expected to have

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a Bellwether Material Adverse Effect (assuming the completion of the Amalgamation set forth herein).

3.16 Non-Arm’s Length Agreement

No director or officer, former director or officer, shareholder or employee of Bellwether nor its Subsidiary nor any other person not dealing at arm’s length with Bellwether or any Subsidiary is a party or is otherwise bound by any Contract between such person and Bellwether or any Subsidiary of Bellwether other than employment agreements entered into in the Ordinary Course.

3.17 Indebtedness

Neither Bellwether nor its Subsidiary has any loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any person not dealing at arm’s length with them.

3.18 No Guarantees

Neither Bellwether nor its Subsidiary is bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other person, except as disclosed in the Bellwether Audited Financial Statements.

3.19 Intellectual Property

(a) Bellwether and the Bellwether Material Subsidiary own all rights in, or have obtained valid and enforceable licenses or other rights to use, the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names or any other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on their respective businesses as currently carried on or proposed to be carried on, free and clear of all Encumbrances, except for Permitted Encumbrances.
(b) To the knowledge of Bellwether, there are no third parties who have, or will be able to establish, rights (including any license) to any trade-mark applications, trade-mark registrations, patent applications or patents owned by Bellwether or the Bellwether Material Subsidiary (or rights in the subject matter of such trademark applications, trade-mark registrations, patent applications or patents) in such a manner that would reasonably be expected to have a Bellwether Material Adverse Effect.
(c) Neither Bellwether nor the Bellwether Material Subsidiary has received any written notice of (i) any infringement by third parties of any Intellectual Property owned by Bellwether or the Bellwether Material Subsidiary (“ Owned Intellectual Property ”), (ii) any conflict with a third party whereby it is alleged that either Bellwether or the Bellwether Material Subsidiary infringes or

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otherwise violates any Intellectual Property of others, (iii) any conflict with a third party whereby Bellwether or the Subsidiary’s rights in or to any Owned Intellectual Property or the validity or scope of any Owned Intellectual Property is challenged, which infringement or conflict (if the subject of any unfavourable decision, ruling or finding), would reasonably be expected to have a Bellwether Material Adverse Effect.

(d) Except in respect of Owned Intellectual Property that is not material to the business of Bellwether or the Bellwether Material Subsidiary as currently carried on or as proposed to be carried on, and other than as disclosed to Big Five or its counsel, there is no application for registration of any Owned Intellectual Property with respect to which there has been a determination of unregisterability, and, to the knowledge of Bellwether, there are no facts which would form a reasonable basis for such determination.
(e) To the knowledge of Bellwether, there is no Intellectual Property held by others that would prevent the development, manufacture, use, sale, lease, license and service of products now existing or under development by Bellwether or the Bellwether Material Subsidiary, other than those sourced from third parties.
3.20 Assets
(a) The Bellwether Business is the only business carried on by Bellwether and its Subsidiary. The Assets include all assets, rights, Authorizations and property necessary to conduct the Bellwether Business immediately after the Amalgamation in the same manner it is currently conducted, except as would not reasonably be expected to have a Bellwether Material Adverse Effect.
(b) Bellwether and its Subsidiary have good and marketable title to all of the Assets (except Assets under lease, as to which Bellwether and its Subsidiary have good leasehold title), free and clear of any and all claims and Encumbrances whatsoever other than Permitted Encumbrances.
(c) No person or other entity has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from Bellwether or its Subsidiary of any of the Assets, other than in the Ordinary Course.

3.21 Bellwether Material Contracts

As at the date of this Agreement, all of the Bellwether Material Contracts are set out in Schedule 3.21 of the Bellwether Disclosure Letter, all such Bellwether Material Contracts are valid and subsisting agreements, enforceable in accordance with their terms, and can be fulfilled and performed in all material respects by Bellwether or its Subsidiary in the Ordinary Course. Each such Bellwether Material Contract is unamended since being made available to Big Five, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by Bellwether or its Subsidiary under any Bellwether

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Material Contract. To the knowledge of Bellwether, none of Bellwether or its Subsidiary is alleged to be in default of any of the provisions of such Bellwether Material Contracts and Bellwether is not aware of any disputes with respect thereto.

3.22 Other Contracts

Other than the Bellwether Material Contracts, the Employee Plans and other Contracts and insurance policies listed in Section 3.21 of the Bellwether Disclosure Letter, neither Bellwether nor its Subsidiary is a party to any Contract, the termination, expiry or nonrenewal of which would reasonably be expected to have a Bellwether Material Adverse Effect.

3.23 Governmental Charges

Each of Bellwether and its Subsidiary has paid all Governmental Charges (other than charges that are not yet due) and deducted and remitted (except to the extent that remittances are not yet due) to the relevant Governmental Authority all Taxes, unemployment insurance contributions, pension plan contributions and any deductions or other amounts which it is required by Law or Contract to collect and remit to any Governmental Authority or other entities entitled to receive payment of such deduction with respect to all officers, employees, and service providers of Bellwether and its Subsidiary except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Bellwether Material Adverse Effect.

3.24 Taxes

(a) As of the date of this Agreement, each of Bellwether and its Subsidiary has duly and in a timely manner filed all Tax Returns and reports required by the Tax Act or by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Bellwether Material Adverse Effect), has duly and correctly reported all income and other amounts required to be reported and has paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority. Each of Bellwether and its Subsidiary has duly and in a timely manner paid, deducted, withheld, collected and remitted all Taxes required to be paid, deducted, withheld, collected or remitted by it and has made full provision for (including properly accruing and reflecting on its books and records) all Taxes that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement. The Bellwether Audited Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on Bellwether and its Subsidiary, or their property or rights, arising out of operations on or before December 31, 2012, regardless of whether such amounts are payable before or after the Effective Date. No deficiency in payment of any Taxes for any period has been asserted by any Governmental Authority and remains unsettled at the date hereof. There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Bellwether, contemplated against Bellwether or its Subsidiary in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating

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to any Taxes. In this Section 3.24, references to Bellwether include references to every predecessor of Bellwether and a reference to a Subsidiary includes a reference to every predecessor of the Subsidiary.

(b) Bellwether is a “taxable Canadian corporation” within the meaning of the Tax Act.

3.25 Absence of Litigation, etc.

There is not now in progress, pending or, to the best of Bellwether’s knowledge, threatened or contemplated against Bellwether or its Subsidiary, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority, which if determined adversely to Bellwether or its Subsidiary, would reasonably be expected to have a Bellwether Material Adverse Effect.

3.26 Compliance with Laws

The Bellwether Business has been, and is now being, conducted and all of the Assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have a Bellwether Material Adverse Effect, and no written notices have been received by Bellwether that the Bellwether Business is not being conducted or that any of such Assets are not being used in compliance with all applicable Laws other than any non-compliance that would not reasonably be expected to have a Bellwether Material Adverse Effect.

3.27 Authorizations and Consents

(a) Except as set out in Section 4.11(a), no Authorization or declaration or filing with any Governmental Authority on the part of Bellwether or its Subsidiary is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Amalgamation pursuant to this Agreement; and
(b) No consent, approval or waiver is required pursuant to the terms of any Bellwether Material Contract for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Amalgamation pursuant to this Agreement.
3.28

Employment Matters and Employee Plans

(a) No employee or consultant of Bellwether or its Subsidiary has breached any Contract such that Bellwether or its Subsidiary, if it had knowledge thereof, would be liable to other parties to the breached agreement for employing or continuing to employ the employee.
(b) Neither Bellwether nor its Subsidiary is party to a collective bargaining agreement. To the best of Bellwether’s knowledge, there are no union organizing efforts being made at Bellwether or its Subsidiary.

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(c) Each of Bellwether and its Subsidiary is operating in full compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have a Bellwether Material Adverse Effect and there have been no employment related complaints against Bellwether or its Subsidiary, as applicable.
(d) To the knowledge of Bellwether, there are no complaints or threatened complaints against Bellwether or its Subsidiary before any employment standards branch or tribunal or human rights commission or tribunal, nor any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.
(e) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon Bellwether or its Subsidiary to do or refrain from doing any act or place a material financial obligation on Bellwether or its Subsidiary.
(f) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of Bellwether or any Subsidiary, threatened by any Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to Bellwether or any Subsidiary.
(g) Neither the execution and delivery of this Agreement nor the performance of the obligations of Bellwether thereunder will entitle any current or former employee of Bellwether or its Subsidiary to any severance pay, bonus or other similar payment.
3.29 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by Bellwether or its Subsidiary to any third party to bind Bellwether or its Subsidiary to any Contract, Liability or obligation.

3.30 Insurance

Bellwether and its Subsidiary have and will carry insurance covering its Assets and the Bellwether Business adequate and customary for the type and scope of its Assets and the Bellwether Business. Bellwether and its Subsidiary have not suffered the cancellation of any insurance, nor have Bellwether or its Subsidiary been denied insurance which it has applied for or requested.

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3.31 Authorizations

Bellwether has all Authorizations necessary to conduct the Bellwether Business as presently conducted or for the ownership and use of the Assets in compliance with applicable Laws except any Authorizations the lack of which would not reasonably be expected to have a Bellwether Material Adverse Effect.

3.32 Fees and Commissions

No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from Bellwether and its Subsidiary in connection with this Agreement.

3.33 Books and Records

The corporate records and minute books of Bellwether and the Bellwether Material Subsidiary contain or, at or prior to the Amalgamation, will contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders thereof, since the date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings duly signed.

3.34 Restrictions on Amalgamation

Except to the extent that Bellwether must comply with the policies of the TSXV and applicable Laws, Bellwether is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict Bellwether from entering into and completing the Amalgamation.

3.35 Information Circular

The information concerning Bellwether and Bellwether Material Subsidiary to be set forth in the Information Circular will contain no untrue statement of material fact and will not omit to state a material fact that is required to be stated or that is necessary to make a statement therein not misleading in light of the circumstances in which it will be made, and such information in the Information Circular will constitute full, true and plain disclosure of all material facts relating to the particular matters to be acted upon by the shareholders of Big Five at the Big Five Meeting concerning Bellwether.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BIG FIVE

Big Five represents and warrants to Bellwether as follows except as set forth in the Big Five Disclosure Letter and acknowledges and confirms that Bellwether is relying on such representations and warranties in connection with its entering into the Amalgamation:

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4.01 Incorporation

Big Five is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a Big Five Material Adverse Effect. Neither the nature of its activities or business nor the location or character of the Assets owned, operated or leased by Big Five require it to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a Big Five Material Adverse Effect.

4.02 Due Authorization, etc.

Subject to the requisite shareholder approvals, (i) Big Five has all necessary corporate power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement and to undertake the Amalgamation, and (ii) this Agreement has been duly authorized, executed and delivered by Big Five and constitutes a valid and binding obligation of Big Five enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

4.03 Pre-Closing Capital Stock

Prior to the Consolidation, the authorized share capital of Big Five consists of an unlimited number of common shares without nominal or par value, of which 4,700,000 common shares are issued and outstanding as fully paid and non-assessable shares in the capital of Big Five and an unlimited number of preferred shares, of which none are issued and outstanding. Upon completion of the Consolidation, the authorized share capital of Big Five shall consist of an unlimited number of common shares without nominal or par value, of which 2,350,000 common shares shall be issued and outstanding as fully paid and non-assessable shares in the capital of Big Five and an unlimited number of preferred shares, of which none shall be issued and outstanding.

4.04 Options

No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option or right or privilege, for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of Big Five or for the issue of any other securities of any nature or kind of Big Five except for the Big Five Options and the Big Five Broker Warrants.

4.05 Reporting Issuer Status

Big Five is, and has been since December 21, 2011, a “reporting issuer” within the meaning of the Securities Act (British Columbia), the Securities Act (Alberta) and the

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Securities Act (Ontario), is in material compliance with its obligations as a reporting issuer, and none of the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission, the TSXV or other Governmental Authority has issued any order preventing the Amalgamation or the trading of any securities of Big Five other than in connection with the Amalgamation.

4.06 TSXV Policies

Big Five is in material compliance with all policies and requirements of the TSXV, including without limitation Policy 2.4 of the TSXV and has not carried on any business or activities except as permitted thereby.

4.07 Litigation

There are no claims, actions, suits, judgements, litigation or proceedings pending against or, to the knowledge of Big Five, affecting Big Five which if determined adversely to Big Five would reasonably be expected to have a Big Five Material Adverse Effect after giving effect to the Amalgamation, or which may prevent the completion of the Amalgamation.

4.08 Bankruptcy, etc.

No bankruptcy, insolvency or receivership proceedings have been instituted by Big Five or, to the knowledge of Big Five, are pending against Big Five.

4.09 Expenses and Obligations

The only expenses and obligations incurred by Big Five since May 6, 2011 are those related to general administrative expenses, expenses associated with being a public company, expenses and fees related to a previous negotiation with respect to a qualifying transaction, expenses related to investigating potential qualifying transactions and expenses associated with the transactions contemplated by this Agreement and as at the date hereof the only expenses and obligations Big Five expects to incur from the date hereof until completion of the Amalgamation are general administrative expenses consistent with past practice and reasonable and customary expenses relating to the transactions contemplated herein.

4.10 Conduct of Affairs

Big Five has all requisite corporate capacity, power and authority, and possesses all certificates, authority, permits and licenses issued by the appropriate Governmental Authorities necessary to conduct its affairs as now conducted by it and to own its assets and is in compliance in all material respects with such certificates, authorities, permits or licenses, except where the failure to have such power, authority and capacity or to hold or comply with such certificates, authorities, permits or licenses would not reasonably be expected to have a Big Five Material Adverse Effect. Big Five has not received any notice of proceedings relating to the revocation or modification of any such certificate, authority, permit or license which, singly or in the aggregate, if the subject of an unfavourable decision, order, finding or ruling, would reasonably be expected to have a Big Five Material Adverse Effect.

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4.11 Absence of Conflict

The entering into, and the performance by Big Five of the transactions contemplated in, this Agreement:

(a) do not require any consent, permit, approval, Authorization or order of any Governmental Authority or any other party, except that which may be required under applicable securities legislation or the rules of the TSXV, the authorization necessary under the Business Corporations Act (Alberta) and the authorization or approval under the laws of Business Corporations Act (Ontario) for the Continuance, the Consolidation and the Amalgamation;
(b) will not contravene any statute or regulation of any Governmental Authority which is binding on Big Five where such contravention would reasonably be expected to have a Big Five Material Adverse Effect; and
(c) will not result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of the Constating Documents, bylaws or resolutions of Big Five or any Contract to which Big Five is a party, or any judgment, decree or order or any term or provision thereof, which breach, conflict or default would reasonably be expected to have a Big Five Material Adverse Effect.

4.12 Financial Statements

The Big Five Audited Financial Statements have been prepared in accordance with GAAP and/or IFRS and present fairly, in all material respects, the financial position of Big Five as at the date of such financial statements.

4.13 Liabilities

Other than expenses incurred in connection with the Amalgamation, Big Five has no outstanding Liability, whether direct, indirect, absolute or contingent or otherwise, which is not reflected in the Big Five Interim Financial Statements and except for Liabilities incurred in the Ordinary Course since June 30, 2013 and does not have any outstanding indebtedness or any outstanding net Liabilities.

4.14 Non-Arm’s Length Transactions

Except as disclosed in the Big Five Audited Financial Statements, Big Five has not engaged in any transaction with any non-arm’s length person.

4.15 Absence of Changes

Except as set out in the Big Five Audited Financial Statements, there has not been any material adverse change in the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow or business operations of Big Five that

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would reasonably be expected to have a Big Five Material Adverse Effect except for a decrease in Big Five’s working capital position.

4.16 Ordinary Course

Since September 30, 2012 and except for the transactions contemplated by this Agreement or reflected in its interim financial statements for its most recent quarter filed on SEDAR, Big Five has carried on its business in the Ordinary Course and Big Five has not:

(a) transferred, assigned, sold or otherwise disposed of any assets or any part of its business;
(b) waived or cancelled any debts, entitlements, rights or claims;
(c) incurred or assumed any obligation or Liability (fixed or contingent);
(d) issued or sold any shares or any warrants, bonds, debentures or other securities of Big Five, or issued, granted or delivered any right, option or other commitment for the issuance of any such securities (other than stock options granted to employees) or reduced or increased the stated capital of any class of shares;
(e) discharged or satisfied any Encumbrance, or paid any obligation or Liability (including contingent), other than Liabilities in existence as at September 30, 2012 included in the balance sheet as at June 30, 2013 in the Big Five Audited Financial Statements;
(f) effected any subdivision, consolidation or reclassification of any shares of Big Five (other than the Consolidation);
(g) suffered an operating loss or any extraordinary loss, waived or omitted to take any action in respect of any rights of substantial value, or entered into any commitment or transaction not in the Ordinary Course;
(h) suffered any cessation or interruption of the operation of business;
(i) cancelled or reduced any of its insurance coverage;
(j) granted any bonuses, whether monetary or otherwise, or made any general wage or salary payments in respect of personnel that it employs;
(k) awarded or paid any benefits to any employee of Big Five or created any Employee Plan;
(l) mortgaged, pledged, subjected to an Encumbrance, granted a security interest in or otherwise encumbered any of its assets;
(m) made any capital expenditure or commitment or purchased, leased or otherwise acquired any real property, lease, option, fixed asset or piece of equipment;

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(n) removed any auditor or director or terminated any officer or other senior employee;
(o) made any change in any method of accounting or auditing practice;
(p) amended or approved any amendment to its Constating Documents or capital structure;
(q) compromised or settled any litigation, proceeding or other governmental action relating to Big Five or its business; or
(r) authorized, agreed or otherwise become committed to do any of the foregoing, whether or not in writing.

4.17 Governmental Charges

Big Five has paid all Governmental Charges (other than charges that are not yet due) and deducted and remitted (except to the extent that remittances are not yet due) to the relevant Governmental Authority all Taxes, unemployment insurance contributions, pension plan contributions and any deductions or other amounts which it is required by Law or Contract to collect and remit to any Governmental Authority or other entities entitled to receive payment of such deduction with respect to all officers, employees, and service providers of Big Five, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Big Five Material Adverse Effect.

4.18 Taxes

(a) As of the date of this Agreement, Big Five has duly and in a timely manner filed all Tax Returns and reports required by the Tax Act or by Law to have been filed by it, has duly reported all income and other amounts required to be reported and has paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority except to the extent that the failure to do so would not create a Big Five Material Adverse Effect. Big Five has duly and in a timely manner paid, deducted, withheld, collected and remitted all Taxes required to be paid, deducted, withheld, collected or remitted by it and has made full provision, in accordance with GAAP and/or IFRS, for (including properly accruing and reflecting on its books and records) all Taxes that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement except to the extent that the failure to do so would not create a Big Five Material Adverse Effect. No deficiency in payment of any Taxes for any period has been asserted by any Governmental Authority and remains unsettled at the date hereof. There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Big Five, contemplated against Big Five in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes; and
(b) Big Five is a “taxable Canadian corporation” within the meaning of the Tax Act.

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4.19

Fees

No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from Big Five in connection with this Agreement.

4.20 Agreements

Section 4.20 of the Big Five Disclosure Letter sets forth a true and complete list of all Contracts to which Big Five is a party or by which Big Five is bound. Each such Contract is a valid and subsisting agreement, enforceable in accordance with the terms thereof and can be fulfilled and performed in all material respects by Big Five in the Ordinary Course. Each Contract to which Big Five is a party is unamended, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the passing of time, or both, would constitute an event of default by Big Five under any Contract to which it is a party. To the knowledge of Big Five, Big Five is not alleged to be in default of any of the provisions of the Contracts to which it is a party. Big Five is not aware of any disputes with respect thereto. Big Five is not a party to or bound by any guarantee, indemnification, surety or similar obligation. Big Five is not a party to any lease or agreement in the nature of a lease for real property, whether as lessor or lessee. Big Five does not have any Subsidiaries or any interest in any other person or any Contracts to acquire any securities of any person or to acquire or lease any real property or assets. There is no Contract or any right or privilege capable of becoming a Contract, for the purchase from Big Five of its business or any of its assets.

4.21 Employment Contracts

Big Five is not bound by or a party to any employment Contracts.

4.22 Dividends

Since the date of its incorporation, Big Five has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on Big Five Shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any Big Five Common Shares or securities or agreed to do any of the foregoing.

4.23 Debt Instruments

Big Five is not a party to any debt instrument or any agreement, Contract or commitment to create, assume or issue any debt instrument.

4.24 Restrictions on Amalgamation

Except to the extent that Big Five must comply with the policies of the TSXV and applicable Laws, Big Five is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict Big Five from entering into and completing the Amalgamation.

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4.25 Voting Agreements

Big Five is not a party to any agreement nor, to Big Five’s knowledge, is there any agreement, which in any manner affects the voting control of any of the securities of Big Five.

4.26 Books and Records

The corporate records and minute books of Big Five contain or, at or prior to the Amalgamation will contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.

4.27 Public Disclosure Documents

Big Five is current in the filing of all public disclosure documents required to be filed by Big Five under applicable Canadian Securities Laws and stock exchange rules (including all Contracts required by Canadian Securities Laws to be filed by Big Five), there are no filings that have been made thereunder on a confidential basis and all of such filings comply with the requirements of all applicable Canadian Securities Laws except where such non-compliance has not and would not reasonably be expected to have a Big Five Material Adverse Effect.

4.28 No Misrepresentation

No portion of the public disclosure documents filed by Big Five under applicable securities Laws and stock exchange rules contained a misrepresentation (as such term is defined in the Securities Act (Ontario)) as at its date of public dissemination.

4.29 Trading of Big Five Common Shares

The Big Five Common Shares are traded on the TSXV under the trading symbol “BGF.P” but trading has been halted since April 29, 2013 pending closing of the Amalgamation.

4.30 Minimum Listing Requirements

Big Five is in compliance with the continuous listing requirements of the TSXV for capital pool companies as provided in TSXV Policy 2.4.

ARTICLE 5 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

5.01 Survival of Representations and Warranties

The representations and warranties of each party hereto contained in this Agreement and any agreement, instrument, certificate or other document executed or delivered pursuant hereto will survive the execution of this Agreement and will continue in full force and effect until the Effective Time.

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ARTICLE 6 COVENANTS

6.01 Access to Bellwether

Bellwether will forthwith make available to Big Five and its authorized representatives and, if requested by Big Five, provide a copy to Big Five of all title documents, Contracts, financial statements, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to Bellwether, its Subsidiary and the Bellwether Business. Bellwether will afford Big Five and its authorized representatives every reasonable opportunity to have access, during normal business hours, to the Bellwether Business and the property, assets, undertakings, records and documents of Bellwether or its Subsidiary. At the request of Big Five, Bellwether will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Bellwether Business and any property of Bellwether or its Subsidiary or to enable Big Five or its authorized representatives to obtain full access to all files and records relating to Bellwether or its Subsidiary and any of the assets of Bellwether or its Subsidiary maintained by Governmental Authorities. At Big Five’s request, Bellwether will co-operate with Big Five in arranging any such meetings as Big Five should reasonably request with:

(a) employees of Bellwether or its Subsidiary;
(b) customers, suppliers, distributors or others who have or have had a business relationship with Bellwether or its Subsidiary; and
(c) auditors, solicitors or any other persons engaged or previously engaged to provide services to Bellwether or its Subsidiary who have knowledge of matters relating to Bellwether or its Subsidiary and the Bellwether Business.

6.02 Access to Big Five

Big Five will forthwith make available to Bellwether and its authorized representatives and, if requested by Bellwether, provide a copy to Bellwether of all title documents, Contracts, financial statements, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information or data relating to Big Five and its business. Big Five will afford Bellwether and its authorized representatives every reasonable opportunity to have access, during normal business hours, to its business and the property, assets, undertakings, records and documents of Big Five. At the request of Bellwether, Big Five will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of its business and any property of Big Five or its Subsidiary or to enable Bellwether or its authorized representatives to obtain full access to all files and records relating to Big Five or its Subsidiary and any of the assets of Big Five or its Subsidiary maintained by Governmental Authorities. At Bellwether’s request, Big Five will co-operate with Bellwether in arranging any such meetings as Bellwether should reasonably request with:

(a) employees, directors and officers of Big Five;

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(b) customers, suppliers, distributors or others who have or have had a business relationship with Big Five; and
(c) auditors, solicitors or any other persons engaged or previously engaged to provide services to Big Five who have knowledge of matters relating to Big Five and its business.

6.03 Confidentiality

Each party hereto agrees that all documents and information obtained from the other, including pursuant to Sections 6.01 and 6.02 hereof, respectively, shall be kept confidential and will not be disclosed to any person without the prior written consent of the other party, other than such information and documents available to the public (through no breach of the agreement by the disclosing party) or as required to be disclosed by applicable Law or the policies of the TSXV.

6.04 Conduct of Bellwether Prior to Closing

Without in any way limiting any other obligations of Bellwether hereunder, during the period from the date hereof to the Effective Date:

(a) Conduct Business in the Ordinary Course . Bellwether will, and will cause its Subsidiary to, conduct the Bellwether Business and its operations and affairs only in the Ordinary Course, and Bellwether will not, and will cause its Subsidiary to not, without the prior written consent of Big Five, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of Bellwether contained herein, except as specifically provided for herein and that Bellwether may amend its articles and by-laws in a manner acceptable to Big Five, acting reasonably;
(b) Corporate Action . Bellwether will use its commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and to cause all necessary meetings of directors and shareholders of Bellwether to be held for such purpose. In particular, Bellwether will call a meeting of its shareholders (the “ Bellwether Shareholders Meeting ”) to be held on or before October 31, 2013 for the purposes of approving this Agreement and the Amalgamation;
(c) Share Purchase . Robert Sewell and Stephen Meehan will purchase 1,350,000 Big Five Common Shares at a price of $0.08 per Big Five Common Share from the current directors and officers of Big Five (the “ Share Purchase ”). The Share Purchase shall close immediately prior to the completion of the Consolidation.
(d) Bellwether Financing . Bellwether will complete a private placement financing (the “ Bellwether Financing ”) of Bellwether Common Shares of a minimum

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amount as required by the Exchange for the resulting issuer to meet the TSXV minimum Listing Requirements (as defined in the policies of the TSXV) to a maximum of 7,500,000 Bellwether Common Shares at a price of $0.20 per Bellwether Common Share for aggregate gross proceeds of up to $1,500,000. The Bellwether Financing is being made on a non-brokered basis, but Bellwether has agreed to pay the following compensation to eligible persons (each a " Finder ") in connection with the Bellwether Financing:

(i) finder's warrants (each a " Finder's Warrant ") of up to 8% of the number of Bellwether Common Shares placed by such Finder under the Bellwether Financing, which will entitle a Finder to purchase one Bellwether Common Share at $0.20 per Bellwether Common Share at any time prior to the date which is twelve (12) months following the closing date of the Bellwether Financing; and
(ii) a cash commission of up to $120,000 in the aggregate (being equal to 8% of the total subscription proceeds realized by Bellwether from the Bellwether Financing) in accordance with the total subscription proceeds placed by any Finder.
(e) Regulatory Consents . Bellwether will use its commercially reasonable efforts to obtain, prior to the Amalgamation, from all appropriate Governmental Authorities, any Authorizations required as a condition of the lawful consummation of the Amalgamation, including the provision of reasonable assistance to Big Five to obtain the approval of the TSXV;
(f) Contractual Consents . Bellwether will give any notices and use its commercially reasonable efforts to obtain any consents and approvals required under any Contract to consummate the transactions contemplated in this Agreement;
(g) Preserve Goodwill . Bellwether will use its commercially reasonable efforts to preserve intact, the Bellwether Business and the property, assets, operations and affairs of Bellwether and its Subsidiary and to carry on the Bellwether Business and the affairs of Bellwether and each of the Bellwether Material Subsidiary in the Ordinary Course, and to promote and preserve for the goodwill of suppliers, customers and others having business relations with Bellwether or its Subsidiary; and
(h) Contracts . Except as otherwise contemplated herein, Bellwether will not, without the prior written consent of Big Five (such consent not to be unreasonably withheld or delayed), enter into any new Contract other than in the Ordinary Course or amend the terms of any existing Contract to which it is a party other than in the Ordinary Course.

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6.05 Conduct of Big Five Prior to Closing

Without in any way limiting any other obligations of Big Five hereunder, during the period from the date hereof to the Effective Date:

(a) Conduct Business in the Ordinary Course . Big Five will conduct its business and its operations and affairs only in the Ordinary Course, and Big Five will not, without the prior written consent of Bellwether, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of Big Five contained herein, except as specifically contemplated herein;
(b) Corporate Action . Big Five will use its commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Amalgamation and to cause all necessary meetings of directors and shareholders of Big Five to be held for such purpose. In particular, Big Five will call a meeting of the shareholders of Big Five (the “ Big Five Shareholders Meeting ”) to be held not later than October 31, 2013 for the purposes of approving, among other things:
(i) the fixing the number of directors at six;
(ii) the election of the nominee directors as set out in the Information Circular;
(iii) the Consolidation;
(iv) the Continuance; and
(v) this Agreement and the transactions contemplated by this Agreement, including the Amalgamation described in the management information circular to be sent to the shareholders of Big Five;
(c) Consolidation and Continuance . Big Five will use its commercially reasonable efforts to complete the Continuance and the Consolidation prior to October 31, 2013;
(d) Regulatory Consents . Big Five will use its commercially reasonable efforts to obtain, prior to the Amalgamation, from all appropriate Governmental Authorities, the Authorizations required as a condition of the lawful consummation of the transactions contemplated by this Agreement including the approval of the TSXV;
(e) Contractual Consents . Big Five will give any notices and use its commercially reasonable efforts to obtain any consents and approvals required under any

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Contract to which Big Five is a party or by which it is bound to consummate the transactions contemplated hereby;

(f) Contracts . Big Five will not, without the prior written consent of Bellwether (which consent may not be unreasonably withheld or delayed), enter into any new Contract or amend the terms and conditions of any existing Contract to which it is a party; and
(g) Preserve Goodwill . Big Five will use its commercially reasonable efforts to preserve intact its business and the property, assets, operations and affairs of Big Five and to carry on its business and the affairs of Big Five in the Ordinary Course, and to promote and preserve for the goodwill of suppliers, customers and others having business relations with Big Five.

6.06 Standstill

Save and except for the Bellwether Financing, during the period commencing on the date hereof and ending on the Effective Date, each party agrees that it will not, directly or indirectly, through any officer, director, employee, advisor, representative, agent or otherwise, take any direct or indirect action to: (a) solicit, initiate, encourage, engage in or respond to any inquiries, submissions, proposals or offers regarding any merger, amalgamation, share exchange, business combination, take-over bid, sale or other disposition of material assets, recapitalization, reorganization, liquidation, sale or issuance of a material number of treasury securities (except upon the due exercise of exchangeable securities outstanding on the date hereof) or rights or interests therein or thereto or rights or options to acquire any material number of treasury securities or any type of similar transaction involving it or any of their Subsidiaries other than with the other party (each an “ Acquisition Proposal ”); (b) encourage or participate in any discussions or negotiations regarding any Acquisition Proposal; (c) agree to, approve or recommend an Acquisition Proposal; or (d) enter into any agreement related to an Acquisition Proposal. The parties recognize that the Bellwether Financing is required as a condition precedent to closing of the Amalgamation. The parties therefore recognize that Bellwether will canvass the financial community for investors who may be interested in investing in Bellwether at such time. Each of Bellwether and Big Five represents and warrants to the other that it is not currently in any discussions or negotiations with any person (other than with the other) with respect to any potential Acquisition Proposal. Subject to applicable securities laws, each party shall promptly notify the other of any future Acquisition Proposal of which any director, senior officer or agent of it is or becomes aware of, any amendment to any of the foregoing or any request for non-public information relating to it. Such notice shall include a description of the material terms and conditions of any such proposal and the identity of the person making such proposal, inquiry, request or contact.

6.07 Disclosure

Bellwether and Big Five shall promptly furnish to the other all information concerning it and its security holders as may be required in the preparation of the information circulars required for the Meetings and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection therewith or

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otherwise in connection with the consummation of the Amalgamation will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in the light of the circumstances in which it is furnished. Each of Bellwether and Big Five shall promptly notify the other if at any time before the Effective Time it becomes aware that the Information Circular contains any misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Circular.

ARTICLE 7 CONDITIONS OF CLOSING

7.01 Conditions in Favour of Big Five

The consummation of the Amalgamation is subject to the following terms and conditions for the exclusive benefit of Big Five, to be fulfilled or performed at or prior to the Effective Time:

(a) Representations and Warranties . The representations and warranties of Bellwether contained in this Agreement and the Bellwether Disclosure Letter, respectively, will be true and correct at the Effective Time, with the same force and effect as if such representations and warranties were made at and as of such date, except as specifically permitted or contemplated by this Agreement, and certificates of the Chief Executive Officer and the Chief Financial Officer of Bellwether dated the Effective Date to that effect will have been delivered to Big Five, such certificates to be in form and substance satisfactory to Big Five, acting reasonably.
(b) Covenants . All of the terms, covenants and conditions of this Agreement to be complied with or performed by Bellwether at or before the Effective Time will have been complied with or performed and certificates of the Chief Executive Officer and the Chief Financial Officer of Bellwether dated the Effective Date to that effect will have been delivered to Big Five, such certificates to be in form and substance satisfactory to Big Five, acting reasonably.
(c) Big Five Shareholder Approval . The Big Five Shareholders will have approved the Consolidation, the Continuance, fixing of the board of directors at six, the election of the nominee directors set out in the Information Circular, the Amalgamation and this Agreement in accordance with subsection 6.05(b).
(d) Bellwether Board Approval . The board of directors of Bellwether shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Bellwether to permit the consummation of the Amalgamation.
(e) Bellwether Shareholder Approval . The shareholders of Bellwether will have approved this Agreement and the transactions contemplated herein.

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(f) Bellwether Financing. The Bellwether Financing will have been completed prior to completion of the Amalgamation.
(g) Dissent Rights . Dissent Rights will not have been exercised in respect of a total number of Big Five Common Shares and Bellwether Common Shares which would, if such shares were converted into Amalgamated Corporation Shares pursuant to the Amalgamation, exceed 5% of the Amalgamated Corporation Shares outstanding upon completion of the Amalgamation.
(h) Certificate . Big Five shall have received a certificate of Bellwether addressed to Big Five and dated the Effective Date, signed on behalf of Bellwether by an officer of Bellwether, confirming that all the closing conditions in Section 7.02 hereof in favour of Bellwether have been satisfied or waived.
(i) Consolidation . The Consolidation will have been approved by the shareholders of Big Five.
(j) Continuance . The Continuance will have been completed.
(k) Share Purchase. The Share Purchase will have been completed.
(l) Regulatory Consents . There will have been obtained, from all Governmental Authorities, such Authorizations as are required to be obtained by Bellwether or Big Five to consummate the Consolidation, the Continuance and the Amalgamation and the listing of the Amalgamated Corporation Shares, including the approval of the TSXV, in each case in form and substance satisfactory to Big Five, acting reasonably.
(m) TSXV . The Amalgamated corporation upon completion of the Amalgamation, shall meet minimum listing requirements of the TSXV; the TSXV shall, prior to the Effective Date, issued its approval of the transactions contemplated herein; and the Amalco shares issued pursuant to the Amalgamation and this Agreement shall be conditionally approved for listing on the TSXV prior to the Effective Date.
(n) Contractual Consents . Bellwether will have given or obtained the notices, consents and approvals referred to in subsection 6.04(d), in each case in form and substance satisfactory to Big Five, acting reasonably.
(o) Bellwether Material Adverse Effect . There will have been no Bellwether Material Adverse Effect since the date hereof and a certificate of the Chief Executive Officer and the Chief Financial Officer of Bellwether dated the Effective Date to that effect will have been delivered to Big Five.
(p) No Action or Proceeding . No legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Amalgamation or the issue of the Amalgamated Corporation Shares pursuant thereto.

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(q) Marketable Title . Holders of the issued and outstanding shares of Bellwether hold marketable title thereto, free and clear of any and all encumbrances, liens, charges and demands of whatsoever nature and will deliver their share certificates to Big Five at closing.
(r) Legal Opinion . Bellwether will have delivered to Big Five an opinion of WeirFoulds LLP, counsel to Bellwether, addressed to Big Five as customarily provided in transactions similar hereto in a form satisfactory to Big Five and its counsel, acting reasonably.
(s) Sponsor Report . Big Five will have been satisfied with the report of any sponsor, acting reasonably.

If any of the conditions contained in this Section 7.01 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of Big Five, acting reasonably, Big Five may, by notice to Bellwether, terminate this Agreement and the obligations of Bellwether and Big Five under this Agreement. Any such condition may be waived in whole or in part by Big Five without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.02 Conditions in Favour of Bellwether

The consummation of the Amalgamation is subject to the following terms and conditions for the exclusive benefit of Bellwether, to be fulfilled or performed at or prior to the Effective Time:

(a) Representations and Warranties . The representations and warranties of Big Five contained in this Agreement and the Big Five Disclosure Letter, respectively, will be true and correct at the Effective Time (prior to giving effect to the Consolidation and the Continuance), with the same force and effect as if such representations and warranties were made at and as of such date and a certificate of the Chief Executive Officer and the Chief Financial Officer of Big Five dated the Effective Date to that effect will have been delivered to Bellwether, such certificate to be in form and substance satisfactory to Bellwether, acting reasonably.
(b) Covenants . All of the terms, covenants and conditions of this Agreement to be complied with or performed by Big Five at or before the Effective Time will have been complied with or performed and a certificate of the Chief Executive Officer and the Chief Financial Officer of Big Five dated the Effective Date to that effect will have been delivered to Bellwether, such certificate to be in form and substance satisfactory to Bellwether, acting reasonably.
(c) Big Board Approval . The board of directors of Big Five shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Big Five to permit the consummation of the Amalgamation.

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(d) Big Five Shareholder Approval . The Big Five Shareholders will have approved the Consolidation, the Continuance, fixing of the board of directors at six, the election of the nominee directors set out in the Information Circular, the Amalgamation and this Agreement in accordance with subsection 6.05(b).
(e) Bellwether Shareholder Approval . The shareholders of Bellwether will have approved this Agreement and the transactions contemplated in this Agreement.
(f) Bellwether Financing. The Bellwether Financing will have been completed prior to completion of the Amalgamation.
(g) Dissent Rights . Dissent Rights will not have been exercised in respect of a total number of Big Five Common Shares and Bellwether Common Shares which would, if such shares were converted into Amalgamated Corporation Shares pursuant to the Amalgamation, exceed 5% of the Amalgamated Corporation Shares outstanding upon completion of the Amalgamation.
(h) Consolidation . The Consolidation will have been completed.
(i) Continuance . The Continuance will have been completed.
(j) Share Purchase. The Share Purchase will have been completed.
(k) Certificate . Bellwether shall have received a certificate of Big Five addressed to Bellwether and dated the Effective Date, signed on behalf of Big Five by an officer of Big Five, confirming that all the closing conditions in Section 7.01 hereof in favour of Big Five have been satisfied or waived.
(l) Net Liabilities . Big Five will not have outstanding any net Liabilities.
(m) Regulatory Consents . There will have been obtained, from all appropriate Governmental Authorities, such Authorizations as are required by Law to be obtained by Bellwether or Big Five to consummate the Amalgamation, including the approval of the TSXV, in each case in form and substance satisfactory to Bellwether, acting reasonably.
(n) Contractual Consents . Big Five will have given or obtained the notices, consents and approvals referred to in subsection 6.05(e), in each case in form and substance satisfactory to Bellwether, acting reasonably.
(o) Big Five Material Adverse Effect . There will have been no Big Five Material Adverse Effect except for a decrease in Big Five’s working capital resulting from the payment of reasonable legal and accounting fees incurred in connection with the Amalgamation and pre-existing work-in-progress legal fees and a certificate of the Chief Executive Officer of Big Five dated the Effective Date to that effect will have been delivered to Bellwether.

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(p) No Action or Proceeding . No legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Amalgamation or the issue of Amalgamated Corporation Shares pursuant thereto.
(q) Release by Directors and Officers . Each of the directors and officers of Big Five will have executed and delivered releases in favour of the Amalgamated Corporation, in each case, in form and substance satisfactory to Bellwether, acting reasonably.
(r) Release re: Professional Fees . Big Five will have fully discharged all legal and audit or accounting fees owed by it prior to the Effective Time and each of the legal and other professional advisors of Big Five will have delivered to Bellwether written confirmation effective at that time, that no such amounts are owing to it.
(s) Legal Opinion . Big Five will have delivered to Bellwether an opinion of Borden Ladner Gervais LLP, counsel to Big Five, addressed to Bellwether as customarily provided in transactions similar hereto in a form satisfactory to Bellwether and its counsel, acting reasonably.

If any of the conditions in this Section 7.02 have not been performed or fulfilled at or prior to the Effective Time to the satisfaction of Bellwether, acting reasonably, Bellwether may, by notice to Big Five, terminate this Agreement and the obligations of Bellwether and Big Five under this Agreement. Any such condition may be waived in whole or in part by Bellwether without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.03 Filing Articles

Bellwether and Big Five will jointly file with the Director, articles of amalgamation as set out in Schedule C attached hereto and such other documents as may be required to complete the Amalgamation as soon as practical and in any event within one Business Day after all conditions set out in Sections 7.01 and 7.02 have been satisfied or waived. ARTICLE 8 AMENDMENT AND TERMINATION

8.01 Amendment

This Agreement may, at any time and from time to time before or after the holding of the Meetings but not later than the Effective Time, be amended by mutual written agreement of the parties hereto, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the parties;
(b) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

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(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the parties; or
(d) waive compliance with or modify any conditions precedent herein contained;

provided, that, notwithstanding the foregoing, the terms of this Agreement may not be amended after the Meetings in a manner materially prejudicial to the holders of Big Five Common Shares without their approval or to the holders of Bellwether Common Shares without their approval, in each case given in the same manner as required by Law for the approval of the Amalgamation.

8.02 Termination

This Agreement may, before or after the holding of the Big Five Shareholders Meeting and the Bellwether Shareholders Meeting and before the Effective Time be terminated (provided that the right to terminate this Agreement is not available to a party if it is in material breach of any representation, warranty or covenant hereof):

(a) by the mutual agreement of Big Five and Bellwether;
(b) by Big Five or Bellwether by notice to the other upon the failure of holders of Bellwether Common Shares to approve this Agreement at the Bellwether Shareholders Meeting;
(c) by Big Five or Bellwether by notice to the other upon the failure of holders of Big Five Common Shares to approve the Consolidation, the Continuance or this Agreement;
(d) by Bellwether by notice to Big Five upon the failure of Big Five to complete the Consolidation or the Continuance on or before October 31, 2013;
(e) by Big Five under Section 6.06 or Section 7.01; or
(f) by Bellwether under Section 6.06 or Section 7.02.

8.03 Effect of Termination

If this Agreement is terminated in accordance with Section 8.02, neither Big Five nor Bellwether will have any further liability to the other party except as expressly contemplated hereby, provided that the termination of this Agreement (i) will not relieve either Big Five or Bellwether from any liability for breach by it of this Agreement prior to such termination or (ii) preclude a party from seeking injunctive relief to restrain any breach or threatened breach of this Agreement or otherwise to obtain specific performance of any provision of this Agreement.

8.04 Notice of Unfulfilled Conditions

If either of Big Five or Bellwether shall determine at any time prior to the Effective Date that it intends to refuse to consummate the Amalgamation or any of the other transactions contemplated hereby because of any unfulfilled or unperformed condition contained

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in this Agreement on the part of the other of them to be fulfilled or performed, Big Five or Bellwether, as the case may be, shall so notify the other of them forthwith upon making such determination in order that such other of them shall have the right and opportunity to take such steps, at its own expense, as may be necessary for the purpose of fulfilling or performing such condition within a reasonable period of time.

ARTICLE 9 MISCELLANEOUS

9.01 Further Assurances

Each party to this Agreement covenants and agrees that, from time to time prior to and subsequent to the Amalgamation, it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

9.02 Time of the Essence

Time is of the essence of this Agreement.

9.03 Fees and Commissions

Each of the Big Five and Bellwether shall pay its own costs and expenses (including all legal, accounting and financial advisory fees and expenses) in connection with the Amalgamation, including expenses related to the preparation, execution and delivery of this Agreement and such other documents required hereunder. Notwithstanding the immediately preceding sentence, Bellwether agrees to pay all required filing fees payable to the TSXV in connection with the approval of the Amalgamation and any sponsorship fees, if required.

9.04 Public Announcements

Except as required by Law or the policies of the TSXV, including any stock exchange, no public announcement or press release concerning the Amalgamation may be made by Bellwether or Big Five without the prior consent and joint approval of Bellwether and Big Five with respect to timing and content.

9.05 Benefit of the Agreement

This Agreement will enure to the benefit of and be binding upon the respective successors and permitted assigns of the parties hereto.

9.06 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and

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agreements between the parties hereto with respect thereto, including for greater certainty the Letter of Intent. The parties agree that the Letter of Intent is terminated upon the execution hereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

9.07 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any breach of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific breach waived.

9.08 Assignment

This Agreement may not be assigned by either party hereto.

9.09 Notices

Any demand, notice or other communication to be given in connection with this Agreement must be given in writing and will be given by personal delivery or by electronic means of communication addressed to the recipient as follows:

(i) if to Bellwether: Bellwether Corporation 1267 Cornwall Road, Suite 202 Oakville, ON L6J 7T5

Attention: Robert Sewell, President & Chief Executive Officer Telecopier No.: (905) 337-3552

(ii) if to Big Five: Big Five Capital Corp. 1900, 520-3^rd Ave. SW Calgary, Alberta T2P 0R3

Attention: Mark Studer, President & Chief Executive Officer Telecopier No.: (403) 263-5591

or to such other street address, individual or electronic communication number or address as may be designated by notice given by either party to the other. Any demand, notice or other communication given by personal delivery will be conclusively deemed to have been given on the day of actual delivery thereof and if given by electronic communication, on the day of transmittal thereof if given during the normal business hours of the recipient and on the Business Day during which such normal business hours next occur if not given during such hours on any day.

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9.10 Remedies Cumulative

The right and remedies of the parties under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.

9.11 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.

9.12 Attornment

For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Bellwether and Big Five each attorns to the jurisdiction of the courts of the Province of Ontario.

9.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

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9.14 Electronic Execution

Delivery of an executed signature page to this Agreement by either party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

IN WITNESS WHEREOF this Agreement has been executed by the parties.

BIG FIVE CAPITAL CORP.

By: “Mark Studer” Name: Mark Studer Title: President and Chief Executive Officer

BELLWETHER ASSET MANAGEMENT INC.

By: “Robert Sewell” Name: Robert Sewell Title: President and Chief Executive Officer

BELLWETHER INVESTMENT MANAGEMENT INC.

By: “Robert Sewell” Name: Robert Sewell Title: President and Chief Executive Officer

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SCHEDULE A – TERMS AND CONDITIONS OF THE COMMON SHARES OF THE AMALGAMATED CORPORATION

The rights, privileges, restrictions and conditions attaching to the common shares are as follows:
(a) Payment of Dividends : The holders of the common shares will be entitled to receive dividends if, as and when declared by the board of directors of the Corporation out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable in such manner as the board of directors may from time to time determine.
(b) Participation upon Liquidation, Dissolution or Winding Up : In the event of the liquidation, dissolution or winding up of the Corporation or other distribution of assets of the Corporation among its shareholders for the purpose of winding up its affairs, the holders of the common shares will, subject to the rights of the holders of any other class of shares of the Corporation entitled to receive assets of the Corporation upon such a distribution in priority to or concurrently with the holders of the common shares, be entitled to participate in the distribution. Such distribution will be made in equal amounts per share on all common shares at the time outstanding without preference or distinction.
(c) Voting Rights : The holders of the common shares will be entitled to receive notice of and to attend all annual and special meetings of the shareholders of the Corporation and to one vote in respect of each common share held at all such meetings.

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SCHEDULE B – BY-LAWS OF THE AMALGAMATED CORPORATION BY-LAW NO. 1

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SCHEDULE C – ARTICLES OF AMALGAMATION

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SCHEDULE D – BELLWETHER DISCLOSURE LETTER

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SCHEDULE E – BIG FIVE DISCLOSURE LETTER

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AI assistant

Big Five Capital Corp. — M&A Activity 2013

46904_rns_2013-09-30_e95a9f72-7212-4bef-9128-46ceb6a54370.pdf

AMALGAMATION AGREEMENT

B E T W E E N

BIG FIVE CAPITAL CORP.

AND

BELLWETHER ASSET MANGEMENT INC.

AND

BELLWETHER INVESTMENT MANAGEMENT INC.

AMALGAMATION AGREEMENT

ARTICLE 1 INTERPRETATION

1.02 Headings

1.03 Extended Meanings

1.04 Statutory References

1.05 Accounting Principles

1.06 Currency

1.07 Schedules

ARTICLE 2 AMALGAMATION

2.01 Amalgamation

2.02 Name of Amalgamated Corporation

2.03 Registered Office

2.04 Directors

Name

2.05 Officers

2.07 Property

2.08 Liabilities

2.09 Authorized Capital

2.10 Issued Capital

Outstanding Options and Broker Warrants

2.14 Number of Directors

2.15 Articles of Amalgamation and By-Laws

2.16 Auditors

Amalco Stock Option Plan

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF BELLWETHER

3.01 Incorporation and Registration

3.02 Subsidiaries

3.03 Bankruptcy, etc.

3.04 Due Authorization, etc.

3.05 Conduct of Affairs

3.06 Absence of Conflict

3.07 Pre-Closing Capital Stock

3.08 Convertible Securities

3.09 No Shareholders/Voting Agreement

3.10 No Dividends/Redemption, Etc.

3.11 Financial Statements

3.12

Absence of Changes

3.13 Ordinary Course

3.14 Restrictions on Activities

3.15 Extent of Liabilities

3.16 Non-Arm’s Length Agreement

3.17 Indebtedness

3.18 No Guarantees

3.19 Intellectual Property

3.21 Bellwether Material Contracts

3.22 Other Contracts

3.23 Governmental Charges

3.24 Taxes

3.25 Absence of Litigation, etc.

3.26 Compliance with Laws

3.27 Authorizations and Consents

Employment Matters and Employee Plans

3.30 Insurance

3.31 Authorizations

3.32 Fees and Commissions

3.33 Books and Records

3.34 Restrictions on Amalgamation

3.35 Information Circular

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF BIG FIVE

4.01 Incorporation

4.02 Due Authorization, etc.

4.03 Pre-Closing Capital Stock

4.04 Options

4.05 Reporting Issuer Status

4.06 TSXV Policies

4.07 Litigation

4.08 Bankruptcy, etc.

4.09 Expenses and Obligations

Big Five Capital Corp. M&A Activity 2013