AMENDING AGREEMENT

THIS AMENDING AGREEMENT is dated May 5, 2026,

AMONG:

G MINING VENTURES CORP. , a corporation existing under the federal laws of Canada (“ GMIN ”);

AND:

G2 GOLDFIELDS INC. , a corporation existing under the federal laws of Canada (the “ Corporation ”);

AND:

G3 GOLDFIELDS INC. , a corporation existing under the laws of the Province of Ontario (“ Spinco ”);

WHEREAS:

• A. The Parties entered into an arrangement agreement dated April 9, 2026 (the “ Arrangement Agreement ”);

• B. The Parties hereby wish to amend the Plan of Arrangement in accordance with Section 5.01 of the Plan of Arrangement and Section 9.1 of the Arrangement Agreement, as provided in this Amending Agreement;

• C. In the reasonable opinion of the Parties, the amendments set forth herein are of an administrative or ministerial nature required to give effect to the implementation of the Plan of Arrangement and are not adverse to the financial or economic interests of any of the securityholders of any of the Parties; and

• D. Capitalized terms used but not defined herein have the meanings given to them in the Arrangement Agreement;

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

1. Governing Law

This Amending Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the laws of Canada applicable therein.

2. Amendment to the Plan of Arrangement

The Plan of Arrangement attached as Schedule A to the Arrangement Agreement is hereby amended and replaced in its entirety by Schedule A attached hereto.

3. Further Assurances

Each Party shall, from time to time and at all times hereafter, at the request of any other Party, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

4. Acknowledgement

The Parties acknowledge that except as otherwise expressly indicated herein, the Arrangement Agreement shall continue unamended and without novation and remain in full force and effect, except as amended and supplemented by this Amending Agreement. After the date hereof, all references to the Arrangement Agreement and Plan of Arrangement shall refer to the Arrangement Agreement and Plan of Arrangement as amended by this Amending Agreement.

5. Enurement

This Amending Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns in accordance with the Arrangement Agreement.

6. Counterparts

This Amending Agreement may be executed by facsimile or other electronic signature and in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument.

[Remainder of page intentionally left blank. Signature page follows.]

IN WITNESS WHEREOF the Parties have caused this Amending Agreement to be executed as of the date first written above.

G MINING VENTURES CORP.

By: (signed) " Louis-Pierre Gignac " Name: Louis-Pierre Gignac Title: President & Chief Executive Officer

G2 GOLDFIELDS INC.

By: (signed) " Daniel Noone " Name: Daniel Noone Title: President & Chief Executive Officer

G3 GOLDFIELDS INC.

By: (signed) " Daniel Noone " Name: Daniel Noone Title: Chief Executive Officer

SCHEDULE A AMENDED AND RESTATED PLAN OF ARRANGEMENT

See attached.

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

ARTICLE 1 DEFINITIONS AND INTERPRETATION

Section 1.01 Definitions

In this Plan of Arrangement, any capitalized term used herein and not defined in this Section 1.01 shall have the meaning ascribed thereto in the Arrangement Agreement (as defined below). Unless the context otherwise requires, the following words and terms with the initial letter or letters thereof capitalized shall have the meanings ascribed to them below:

• (a) “ Arrangement ” means the arrangement under section 192 of the CBCA on the terms and subject to the conditions set out in this Plan of Arrangement, subject to any amendments, variations or modifications thereto made in accordance with the terms of the Arrangement Agreement, and Section 5.01 of this Plan of Arrangement and the Interim Order (once issued) or made at the direction of the Court in the Final Order, provided that any such amendments, variations or modifications are consented to by the Principal Parties, each acting reasonably;

• (b) “ Arrangement Agreement ” means the arrangement agreement dated April 9, 2026, among GMIN, the Corporation and Spinco, together with the schedules attached thereto, the Corporation Disclosure Letter and the GMIN Disclosure Letter, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof;

• (c) “ Arrangement Resolution ” means the special resolution of the Corporation Shareholders approving the Arrangement to be considered at the Meeting, substantially in the form attached as Schedule B to the Arrangement Agreement;

• (d) “ Articles of Arrangement ” means the articles of arrangement of the Corporation in respect of the Arrangement required under subsection 192(6) of the CBCA to be filed with the Director after the Final Order is made, which shall include this Plan of Arrangement and otherwise be in form and substance acceptable to the Principal Parties, each acting reasonably;

• (e) “ Business Day ” means any day, other than a Saturday, a Sunday or any day on which it is a civic holiday in or on which major banking institutions in Montreal, Québec and Toronto, Ontario are required by Law to be closed for business;

• (f) “ CBCA ” means the Canada Business Corporations Act , R.S.C. 1985, c. C-44;

• (g) “ Certificate of Arrangement ” means the Certificate of Arrangement in respect of the Corporation issued by the Director pursuant to subsection 192(7) of the CBCA in respect of the Articles of Arrangement, giving effect to the Arrangement;

• (h) “ Code ” means the United States Internal Revenue Code of 1986;

• (i) “ Consideration ” means, for each Corporation Share, a number of GMIN Shares equal to the Exchange Ratio and a number of Spinco Shares equal to the Spinco Exchange Ratio;

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• (j) “ Corporation ” means G2 Goldfields Inc., a corporation existing under the federal laws of Canada;

• (k) “ Corporation Class A Shareholders ” means the holders of Corporation Class A Shares;

• (l) “ Corporation Class A Shares ” means the shares in the capital of the Corporation designated as the “Class A Common Shares” created pursuant to Section 2.03(f)(i) of this Plan of Arrangement;

• (m) “ Corporation Convertible Securities ” means, collectively, the Corporation Options and the Corporation RSUs;

• (n) “ Corporation Disclosure Letter ” means the disclosure letter executed by the Corporation and delivered to GMIN on the date of the Arrangement Agreement in connection with the execution of the Arrangement Agreement;

• (o) “ Corporation Options ” means options to purchase Corporation Shares granted pursuant to the Corporation Stock Option Plan which are outstanding immediately prior to the Effective Time;

• (p) “ Corporation RSU Plan ” means the restricted share unit plan of the Corporation ratified by the Corporation Shareholders on November 29, 2019, as amended on April 2, 2024;

• (q) “ Corporation RSUs ” means the restricted share units granted pursuant to the Corporation RSU Plan which are outstanding immediately prior to the Effective Time;

• (r) “ Corporation Securities ” means, collectively, the Corporation Shares, the Corporation Class A Shares and the Corporation Convertible Securities;

• (s) “ Corporation Shareholders ” means the holders of Corporation Shares;

• (t) “ Corporation Shares ” means the common shares in the capital of the Corporation;

• (u) “ Corporation Stock Option Plan ” means the amended and restated stock option plan of the Corporation ratified by the Corporation Shareholders on November 24, 2022, as amended on April 2, 2024;

• (v) “ Court ” means the Ontario Superior Court of Justice (Commercial List);

• (w) “ CVR Agreement ” means the contingent value right agreement to be entered into between the Corporation and Spinco, substantially in the form attached as Schedule F to the Arrangement Agreement;

• (x) “ Depositary ” means TSX Trust Company or such other depositary as may be agreed upon by the Principal Parties, acting each reasonably;

• (y) “ Director ” means the director appointed pursuant to section 260 of the CBCA;

• (z) “ Dissenting Shareholder ” means a registered holder of Corporation Shares who dissents in respect of the Arrangement in strict compliance with the Dissent Rights and who has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights;

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• (aa) “ Dissent Rights ” has the meaning ascribed thereto in Section 3.01 of this Plan of Arrangement;

• (bb) “ DRS Advice ” means a Direct Registration System Advice;

• (cc) “ Effective Date ” means the date upon which the Arrangement becomes effective, being the date shown on the Certificate of Arrangement;

• (dd) “ Effective Time ” means 12:01 a.m. on the Effective Date;

• (ee) “ Exchange Ratio ” means 0.212 of a GMIN Share for each Corporation Share;

• (ff) “ Final Order ” means the final order of the Court pursuant to subsection 192(4)(e) of the CBCA approving the Arrangement, in form and substance acceptable to the Principal Parties, each acting reasonably, after a hearing upon the substantive and procedural fairness of the terms and conditions of the Arrangement, as such order may be amended, modified or varied by the Court with the consent of the Principal Parties, each acting reasonably, at any time prior to the Effective Date;

• (gg) “ Former Corporation Shareholders ” means, as applicable, the holders of Corporation Shares immediately prior to the Effective Time or the holders of Corporation Class A Shares immediately prior to the exchange contemplated by Section 2.03(g);

• (hh) “ GMIN ” means G Mining Ventures Corp., a corporation existing under the federal laws of Canada;

• (ii) “ GMIN Consideration Shares ” means the GMIN Shares to be issued as part of the Consideration;

• (jj) “ GMIN Disclosure Letter ” means the disclosure letter executed by GMIN and delivered to the Corporation on the date of the Arrangement Agreement in connection with the execution of the Arrangement Agreement;

• (kk) “ GMIN Shares ” means the common shares in the capital of GMIN;

• (ll) “ Governmental Entity ” means any applicable: (a) international, multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public body, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock or securities exchange or quotation system;

• (mm) “ Intended U.S. Tax Treatment ” has the meaning ascribed thereto in Section 2.06 of this Plan of Arrangement;

• (nn) “ Interim Order ” means the interim order of the Court pursuant to subsection 192(4)(c) of the CBCA, in form and substance acceptable to the Principal Parties, each acting reasonably, providing for, among other things, the calling and holding of the Meeting, as the same may be amended, supplemented or varied by further order of the Court, with the consent of the Principal Parties, each acting reasonably;

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• (oo) “ Law ” or “ Laws ” means all laws, by-laws, statutes, rules (including the rules and regulations of any stock or securities exchange or quotation system), regulations, principles of common law and equity, orders, rulings, ordinances, judgements, injunctions, determinations, awards, decrees or other requirements, whether domestic or foreign, and the terms and conditions of any grant of approval, permission, authority or license of any Governmental Entity, including any Permit, and to the extent that they have the force of law, all policies, standards, practices, notices, guidelines and protocols of any Governmental Entity, and the term “ applicable ” with respect to such Laws and in a context that refers to one or more Parties, means such Laws as are applicable to such Party or its business, undertaking, assets, properties or securities and emanate from a Governmental Entity having jurisdiction over the applicable Party or its business, undertaking, assets, properties or securities;

• (pp) “ Letter of Transmittal ” means the letter of transmittal for use by and to be sent to registered Corporation Shareholders in connection with the Arrangement;

• (qq) “ Lien ” means any hypothec, mortgage, pledge, assignment, lien, charge, security interest, encumbrance, adverse right or claim, pre-emptive right or right of first refusal or other third Person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

• (rr) “ Meeting ” means the special meeting of the Corporation Shareholders, including any adjournment or postponement thereof in accordance with the terms of the Arrangement Agreement, to be called and held to consider the Arrangement Resolution, and for any other purpose as may be set out in the Circular and as agreed to in writing by the Principal Parties, each acting reasonably;

• (ss) “ Option Election Agreements ” has the meaning ascribed thereto in the Arrangement Agreement;

• (tt) “ Parties ” means GMIN, the Corporation and Spinco, and “ Party ” means any one of them;

• (uu) “ Plan of Arrangement ” means this plan of arrangement and any amendments or variations hereto made in accordance with the terms of the Arrangement Agreement or Section 5.01 of this Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of the Principal Parties, each acting reasonably;

• (vv) “ Principal Parties ” means GMIN and the Corporation, and “ Principal Party ” means either of them;

• (ww) “ Spinco ” means G3 Goldfields Inc., a corporation existing under the laws of the Province of Ontario;

• (xx) “ Spinco Assets ” has the meaning ascribed thereto in the Arrangement Agreement;

• (yy) “ Spinco Consideration Shares ” has the meaning ascribed thereto in Section 2.03(e) of this Plan of Arrangement;

• (zz) “ Spinco Exchange Ratio ” means 0.5 of a Spinco Share for each Corporation Share;

• (aaa) “ Spinco Liabilities ” has the meaning ascribed thereto in the Arrangement Agreement;

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• (bbb) “ Spinco Reorganization ” has the meaning ascribed thereto in the Arrangement Agreement;

• (ccc) “ Spinco Shares ” means the common shares in the capital of Spinco;

• (ddd) “ Tax Act ” means the Income Tax Act (Canada);

• (eee) “ U.S. Securities Act ” means the United States Securities Act of 1933 ;

• (fff) “ United States ” or “ U.S. ” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

• (ggg) “ Withholding Party ” has the meaning ascribed thereto in Section 4.05 of this Plan of Arrangement.

In addition, words and phrases used herein and defined in the CBCA and not otherwise defined herein shall have the same meaning herein as in the CBCA unless the context otherwise requires.

Section 1.02 Interpretation Not Affected by Headings

The division of this Plan of Arrangement into Articles, Sections, paragraphs and the insertion of headings are for convenience of reference only and shall not affect in any way the meaning or interpretation of this Plan of Arrangement.

Section 1.03 Number and Gender

In this Plan of Arrangement, unless the contrary intention appears, words importing the singular include the plural and vice versa, and words importing gender include all genders.

Section 1.04 Date for any Action

Unless otherwise expressly stated, if the date on or by which any action is required or permitted to be taken hereunder by a Party is not a Business Day, such action shall be required or permitted to be taken on the next succeeding day which is a Business Day.

Section 1.05 Statutory References

Unless otherwise expressly stated, any reference to a statute refers to such statute, or successor thereto, and all rules, resolutions, published policies and regulations made under it, or its successor, respectively, as it or its successor, or they, may have been or may from time to time be amended or re-enacted.

Section 1.06 Currency

Unless otherwise expressly stated, all references in this Plan of Arrangement to sums of money are expressed in lawful money of Canada and “$” refers to Canadian dollars.

Section 1.07 Governing Law

This Plan of Arrangement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of Ontario and the laws of Canada applicable therein. All questions as to the interpretation or application of this Plan of Arrangement and all proceedings taken in connection with

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this Plan of Arrangement shall be subject to the exclusive jurisdiction of the courts of the Province of Ontario.

Section 1.08 Time References

All references to time are to Toronto, Ontario time.

ARTICLE 2 ARRANGEMENT

Section 2.01 Arrangement Agreement

This Plan of Arrangement is made pursuant to, and is subject to the provisions of, and forms part of, the Arrangement Agreement. If there is any inconsistency or conflict between the provisions of this Plan of Arrangement and the provisions of the Arrangement Agreement, the provisions of this Plan of Arrangement shall govern.

Section 2.02 Binding Effect

This Plan of Arrangement constitutes an arrangement as referred to in section 192 of the CBCA. This Plan of Arrangement, upon the filing of the Articles of Arrangement and the issuance of the Certificate of Arrangement, shall become effective at, and be binding upon (i) the Corporation, (ii) GMIN, (iii) Spinco, (iv) all holders of Corporation Securities (including Dissenting Shareholders), and (v) the Depositary, without any further act or formality required on the part of any Person, except as expressly provided herein.

Section 2.03 Arrangement

The following events shall occur and shall be deemed to occur sequentially as set out below, and, except as otherwise set forth herein, without any further authorization, act or formality, in each case, unless stated otherwise, effective as at two-minute intervals starting at the Effective Time:

• (a) subject to Section 3.01 of this Plan of Arrangement, each Corporation Share held by a Dissenting Shareholder in respect of which Dissent Rights have been validly exercised shall, without any further act or formality by or on behalf of the Dissenting Shareholder, be deemed to be assigned and transferred by the Dissenting Shareholder to the Corporation and thereupon cancelled in consideration for a debt claim against the Corporation (payable by the Corporation using its own funds, not funds provided directly or indirectly by GMIN or any affiliate of GMIN) for the amount determined under Article 3 of this Plan of Arrangement, and:

• (i) such Dissenting Shareholder shall cease to be the holder of such Corporation Shares and shall cease to have any rights as a Corporation Shareholder other than the right to be paid the fair value of such Corporation Shares in accordance with this Plan of Arrangement;

• (ii) the name of each Dissenting Shareholder shall be removed as the holder of such Corporation Shares from the register of Corporation Shareholders as of the Effective Time; and

• (iii) each Dissenting Shareholder shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Corporation Shares in accordance with this Section 2.03(a);

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• (b) the Corporation shall satisfy its obligations under the Option Election Agreements, and each holder of Corporation Options shall be the holder of the Corporation Shares which such holder is entitled to receive pursuant to the Option Election Agreements on surrender or exercise of such Corporation Options, free and clear of all Liens, and shall be entered in the register of holders of Corporation Shares maintained by or on behalf of the Corporation, but the holders of such Corporation Options shall not be entitled to certificates, DRS Advices or other documents representing such Corporation Shares;

• (c) immediately following the preceding step, the Corporation Stock Option Plan and any outstanding unexercised Corporation Options shall be terminated without any payment or consideration therefor, and the Corporation shall have no further liabilities or obligations to the former holders thereof with respect to such Corporation Options;

• (d) all of the Corporation RSUs outstanding shall be, and shall be deemed to be, redeemed for Corporation Shares in accordance with the terms of the Corporation RSU Plan and the Corporation RSUs, and each holder of Corporation RSUs shall be the holder of the Corporation Shares which such holder is entitled to receive, free and clear of all Liens, and shall be entered in the register of holders of Corporation Shares maintained by or on behalf of the Corporation, but the holder of Corporation RSUs shall not be entitled to certificates, DRS Advices or other documents representing such Corporation Shares, and the Corporation RSU Plan shall be terminated thereafter and the Corporation shall have no further liabilities or obligations to the former holder of Corporation RSUs;

• (e) the Corporation shall grant, or cause to be granted, a contingent value right under the CVR Agreement to or as directed by Spinco, and each of the transactions in the Spinco Reorganization shall become effective pursuant to which Spinco will hold all Spinco Assets and Spinco Liabilities and an aggregate of $45 million in cash, and as consideration for the foregoing, Spinco shall have issued that number of fully paid and non-assessable Spinco Shares (the “ Spinco Consideration Shares ”) such that the Corporation shall hold in aggregate (together with the Spinco Shares held immediately prior to the foregoing issuance) that number of Spinco Consideration Shares equal to the Spinco Exchange Ratio multiplied by the number of Corporation Shares issued and outstanding (including, for greater certainty, the Corporation Shares issued pursuant to Section 2.03(b) and Section 2.03(d) of this Plan of Arrangement);

• (f) the Corporation shall undertake a reorganization of capital within the meaning of section 86 of the Tax Act, which shall occur in the following order:

• (i) the articles of the Corporation shall be amended to create a new class of shares consisting of an unlimited number of Corporation Class A Shares, without par value, having the following rights, privileges, restrictions and conditions attaching thereto:

  • (A) entitlement to two votes per Corporation Class A Share at all meetings of shareholders of the Corporation, except meetings at which only holders of a specified class of shares are entitled to vote;

  • (B) entitlement to receive, subject to the rights of the holders of any other class of shares entitled to receive dividends in priority to the Corporation Class A Shares, any dividend declared by the Corporation, if, as and when declared by the Corporation board of directors out of the assets of the Corporation properly applicable to the payment of dividends in such amounts and payable at such times and at such place or places in Canada as the Corporation board of directors may from time-to-time determine; provided the Corporation board of

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directors may in its sole discretion declare dividends on the Corporation Class A Shares to the exclusion of any other class of shares of the Corporation; and

• (C) entitlement to receive, pari passu with the holders of Corporation Shares and subject to the rights of the holders of any other class of shares of the Corporation in priority to the Corporation Class A Shares, the remaining property of the Corporation 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 purposes of winding-up its affairs, whether voluntary or involuntary;

• (ii) in the course of the capital reorganization of the Corporation, each Corporation Share held by a Corporation Shareholder before the reorganization of the Corporation’s share capital pursuant to this Section 2.03(f) shall, without any further action by or on behalf of such Corporation Shareholder, be deemed to be assigned and transferred by the holder thereof to the Corporation, free and clear of all Liens, in exchange for one Corporation Class A Share and such number of Spinco Consideration Shares equal to the Spinco Exchange Ratio, and such Corporation Share shall thereupon be cancelled, and:

• (A) each Former Corporation Shareholder shall cease to be a holder of Corporation Shares and shall cease to have any rights as a holder of Corporation Shares, other than the right to receive Corporation Class A Shares and Spinco Consideration Shares pursuant to this Section 2.03(f)(ii)(A);

• (B) the name of such Former Corporation Shareholder shall be removed as the holder of such Corporation Shares from the register of Corporation Shareholders at such time;

• (C) each Former Corporation Shareholder shall be the holder of the Corporation Class A Shares which such holder is entitled to receive in accordance with this Section 2.03(f)(ii) in exchange for the Corporation Shares held by such Former Corporation Shareholder on the Effective Date, free and clear of all Liens, and shall be entered in the register of holders of Corporation Class A Shares maintained by or on behalf of the Corporation;

• (D) the Corporation shall be removed from Spinco’s register of holders of Spinco Shares in respect of the Spinco Consideration Shares distributed to Former Corporation Shareholders, which shares shall represent all of the issued and outstanding Spinco Shares, and each such Former Corporation Shareholder shall be the holder of the Spinco Consideration Shares which such holder is entitled to receive in accordance with this Section 2.03(f)(ii) in exchange for the Corporation Shares held by such Former Corporation Shareholder on the Effective Date, free and clear of all Liens, and shall be entered in the register of holders of Spinco Shares maintained by or on behalf of Spinco;

• (E) the stated capital account maintained by the Corporation in respect of the Corporation Shares shall be reduced an amount equal to the stated capital of the Corporation Shares immediately prior to the exchange contemplated by this Section 2.03(f)(ii); and

• (F) there shall be added to the stated capital account maintained by the Corporation in respect of the Corporation Class A Shares, (x) the amount by

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which the stated capital account maintained in respect of the Corporation Shares was reduced pursuant to Section 2.03(f)(ii)(E) of this Plan of Arrangement, less (y) the fair market value of the Spinco Consideration Shares distributed to Former Corporation Shareholders in accordance with this Section 2.03(f)(ii); and

• (g) each Corporation Class A Share held by a Corporation Class A Shareholder, shall, without any further act or formality by or on behalf of such Corporation Class A Shareholder be deemed to be assigned and transferred by the holder thereof to GMIN solely in exchange for the issuance by GMIN of such number of GMIN Consideration Shares equal to the Exchange Ratio, and:

• (i) such Corporation Class A Shareholder shall cease to be the holder of all such Corporation Class A Shares and shall cease to have any rights as a holder of Corporation Class A Shares, other than the right to the GMIN Consideration Shares pursuant to this Section 2.03(g);

• (ii) the name of such Corporation Class A Shareholder shall be removed as the holder of such Corporation Class A Shares from the register of the Corporation Class A Shareholder as of the Effective Time;

• (iii) each holder of Corporation Class A Shares shall be deemed to have executed and delivered all consents, releases, assignments and waivers, statutory or otherwise, required to assign and transfer such Corporation Class A Shares in accordance with this Section 2.03(g); and

• (iv) GMIN shall be deemed to be the transferee of such Corporation Class A Shares free and clear of all Liens and shall be entered in the register of the holders of Corporation Class A Shares maintained by or on behalf of the Corporation.

Section 2.04 No Liens

Any exchange or transfer of securities pursuant to this Plan of Arrangement shall be free and clear of any Liens or other claims of third parties of any kind.

Section 2.05 No Fractional Consideration

No fractional GMIN Shares and no fractional Spinco Shares shall be issued to Former Corporation Shareholders under this Plan of Arrangement. The number of GMIN Shares to be issued to Former Corporation Shareholders shall be rounded down to the nearest whole GMIN Share in the event that a former Corporation Class A Shareholder is entitled to a fractional GMIN Share without any additional compensation in lieu of such fractional share. The number of Spinco Shares to be issued to Former Corporation Shareholders shall be rounded down to the nearest whole Spinco Share in the event that a Former Corporation Shareholder is entitled to a fractional Spinco Share without any additional compensation in lieu of such fractional share.

Section 2.06 U.S. Tax Matters

For United States federal (and applicable state and local) income tax purposes, the Parties intend (a) the exchange of Corporation Shares for Corporation Class A Shares be treated as a tax-deferred recapitalization within the meaning of Section 368(a)(1)(E) of the Code, (b) the exchange of Corporation Class A Shares for GMIN Shares qualify as a tax-deferred reorganization within the meaning of Section 368(a) of the Code, and (c) the Arrangement Agreement and the Plan of

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Arrangement constitute a “plan of reorganization” within the meaning of the United States Treasury Regulations Section 1.368-2(g) (the “ Intended U.S. Tax Treatment ”). The Parties agree (i) except as otherwise contemplated by the Arrangement Agreement, to not take any action, or knowingly fail to take any action, if such action or failure to act could reasonably be expected to prevent the Arrangement from being treated inconsistently with the Intended U.S. Tax Treatment, and (ii) provided the requirements applicable thereto are satisfied, to report consistently with the Intended U.S. Tax Treatment for all purposes including, without limitation, on their income tax returns and, to the extent applicable, financial statements, and to not take any position for applicable income tax purposes or otherwise that is inconsistent therewith unless otherwise required pursuant to a “determination” within the meaning of Section 1313 of the Code. If it is reasonably determined that the Corporation may be a “passive foreign investment company” within the meaning of Section 1297(a) of the Code for the tax year which includes the Effective Date, the Corporation will and GMIN will cause the Corporation to, use commercially reasonable efforts to provide any information necessary for U.S. holders of Corporation Shares to make or maintain a “qualified electing fund” election within the meaning of Section 1295 of the Code in respect of the Corporation.

ARTICLE 3 DISSENT RIGHTS

Section 3.01 Dissent Rights

Each registered holder of Corporation Shares may exercise dissent rights with respect to the Corporation Shares held by such Dissenting Shareholder (the “ Dissent Rights ”) in connection with the Arrangement pursuant to and in the manner set forth in section 190 of the CBCA, as modified by the Interim Order and this Section 3.01; provided that, notwithstanding section 190(5) of the CBCA, the written objection to the Arrangement Resolution referred to in section 190(5) of the CBCA must be received by the Corporation not later than 48 hours (excluding Saturday, Sundays and statutory holidays in Toronto, Ontario) prior to the Meeting. Each Dissenting Shareholder who duly exercises its Dissent Rights in accordance with this Section 3.01 shall be deemed to have transferred to the Corporation all Corporation Shares held by such Dissenting Shareholder and in respect of which Dissent Rights have been validly exercised, as provided in Section 2.03(a) of this Plan of Arrangement, and if such Dissenting Shareholder:

• (a) is ultimately entitled to be paid fair value for its Corporation Shares, such Dissenting Shareholder: (i) shall be deemed not to have participated in the transactions in Section 2.03 of this Plan of Arrangement (other than Section 2.03(a) of this Plan of Arrangement, as applicable); (ii) shall be entitled to be paid the fair value of such Corporation Shares by the Corporation (using its own funds, not funds provided directly or indirectly by GMIN or any affiliate of GMIN), which fair value, notwithstanding anything to the contrary contained in Part XV of the CBCA, shall be determined as of the close of business on the Business Day immediately preceding the date on which the Arrangement Resolution was adopted; and (iii) shall not be entitled to any other payment or consideration, including any payment that would be payable under the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights in respect of such Corporation Shares, and such Dissenting Shareholders shall be deemed to have transferred such Corporation Shares held by such Dissenting Shareholder to the Corporation pursuant to Section 2.03(a) of this Plan of Arrangement; or

• (b) ultimately is not entitled, for any reason, to be paid fair value for such Corporation Shares, such Dissenting Shareholder shall be deemed to have participated in the Arrangement as of ‐

• the Effective Time, on the same basis as a non dissenting holder of Corporation Shares and shall be entitled to receive only the Consideration contemplated by Section 2.03(f) and Section 2.03(g) of this Plan of Arrangement, that such Dissenting Shareholder would have

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received pursuant to the Arrangement if such Dissenting Shareholder had not exercised its Dissent Rights.

Section 3.02 Recognition of Dissenting Shareholders

• (a) In no circumstances shall GMIN, the Corporation or any other Person be required to recognize a Person exercising Dissent Rights, unless such Person was the registered holder of those Corporation Shares on the record date in respect of which such Dissent Rights are sought to be exercised.

• (b) In no circumstances shall GMIN, the Corporation, Spinco or any other Person be required to recognize any Persons exercising Dissent Rights such holders as Corporation Shareholders after the completion of the transfer under Section 2.03(a) of this Plan of Arrangement, and each Dissenting Shareholder shall cease to be entitled to the rights of a Corporation Shareholder in relation to those Corporation Shares in respect of which such Dissenting Shareholder has exercised Dissent Rights and the register of Corporation Shareholders shall be amended to reflect that such former holder is no longer the holder of such Corporation Shares as of and from the Effective Time.

• (c) In addition to any other restrictions under section 190 of the CBCA, none of the following Persons shall be entitled to exercise Dissent Rights: (i) any holder of a Corporation Convertible Security; and (ii) any Corporation Shareholder who votes or has instructed a proxyholder to vote such Corporation Shareholder’s Corporation Shares in favour of the Arrangement Resolution (but only in respect of such Corporation Shares).

ARTICLE 4 DELIVERY OF GMIN SHARES AND SPINCO SHARES

Section 4.01 Letter of Transmittal

At the time of mailing of the notice of the Meeting and accompanying management information circular, the Corporation shall send a Letter of Transmittal to each registered Corporation Shareholder at the address of such Corporation Shareholder as it appears on the applicable register maintained by or on behalf of the Corporation in respect of the Corporation Shares.

Section 4.02 Delivery of Consideration

• (a) Following the receipt of the Final Order and prior to the Effective Date, (i) GMIN shall deliver or arrange to be delivered to the Depositary, certificate(s) or other evidence of ownership representing the aggregate number of GMIN Consideration Shares to satisfy the Consideration required to be issued to Former Corporation Shareholders, and (ii) Spinco shall deliver or arrange to be delivered to the Depositary, certificate(s) or other evidence of ownership representing the aggregate number of Spinco Consideration Shares to satisfy the Consideration required to be issued to Former Corporation Shareholders, in each case in accordance with the provisions of Section 2.03 of this Plan of Arrangement (other than the Dissenting Shareholders).

• (b) Upon surrender to the Depositary for cancellation of a certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Corporation Shares that were transferred pursuant to Section 2.03 of this Plan of Arrangement, together with a duly completed and executed Letter of Transmittal and such additional documents and instruments as the Depositary may reasonably require, such Former Corporation Shareholder shall be entitled to receive in exchange therefor, and the Depositary shall deliver to such holder

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following the Effective Time, certificates or DRS Advices representing the GMIN Consideration Shares and Spinco Consideration Shares that the Former Corporation Shareholder is entitled to receive in accordance with Section 2.03 of this Plan of Arrangement. After the Effective Time, the Depositary shall cause the Consideration to be delivered to the Former Corporation Shareholder as instructed by such holder in the Letter of Transmittal.

• (c) After the Effective Time and until surrendered for cancellation as contemplated by Section 4.02(b) of this Plan of Arrangement, each certificate or DRS Advice, if any, that immediately prior to the Effective Time represented one or more Corporation Shares shall be deemed at all times to represent only the right to receive in exchange therefor the Consideration that the holder of such certificate or DRS Advice, if any, is entitled to receive in accordance with Section 2.03 of this Plan of Arrangement.

Section 4.03 Lost Certificates

In the event any certificate, that immediately prior to the Effective Time represented one or more outstanding Corporation Shares that were exchanged for GMIN Consideration Shares and Spinco Consideration Shares in accordance with Section 2.03 of this Plan of Arrangement, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the holder claiming such certificate to be lost, stolen or destroyed, the Depositary shall deliver in exchange for such lost, stolen or destroyed certificate, a certificate or DRS Advice representing the GMIN Consideration Shares and Spinco Consideration Shares, as applicable, that such holder is entitled to receive in accordance with Section 2.03 of this Plan of Arrangement. When authorizing such delivery of a certificate or DRS Advice representing GMIN Shares and Spinco Consideration Shares, as applicable, that such holder is entitled to receive in exchange for such lost, stolen or destroyed certificate, the holder to whom such certificate or DRS Advice representing such GMIN Consideration Shares and Spinco Consideration Shares is to be delivered shall, as a condition precedent to the delivery of such GMIN Consideration Shares and Spinco Consideration Shares, as applicable, give a bond satisfactory to GMIN or Spinco, as applicable, and the Depositary in such amount as GMIN, Spinco and the Depositary may reasonably direct, or otherwise indemnify GMIN, Spinco and the Depositary in a manner satisfactory to GMIN, Spinco and the Depositary, each acting reasonably, against any claim that may be made against GMIN, Spinco or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 4.04 Distributions with Respect to Unsurrendered Certificates

No dividend or other distribution declared or made after the Effective Time with respect to GMIN Consideration Shares or Spinco Consideration Shares with a record date after the Effective Time shall be delivered to the holder of any unsurrendered certificate or DRS Advice that, immediately prior to the Effective Time, represented outstanding Corporation Shares, unless and until the holder of such certificate or DRS Advice shall have complied with the provisions of Section 4.02 or Section 4.03 of this Plan of Arrangement. Subject to applicable law and to Section 4.05 of this Plan of Arrangement, at the time of such compliance, there shall, in addition to the delivery of certificate or DRS Advice representing GMIN Consideration Shares and Spinco Consideration Shares, as applicable to which such holder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such GMIN Consideration Shares or Spinco Consideration Shares, as applicable.

Section 4.05 Withholding Rights

Each of GMIN, the Corporation, Spinco, the Depositary and their respective withholding agents (each, a “ Withholding Party ”) shall be entitled to deduct and withhold from all dividends, distributions, other payments or other consideration payable to any Person pursuant to the Arrangement Agreement or

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this Plan of Arrangement (including, without limitation, any payments pursuant to the exercise of Dissent Rights) such amounts as such applicable Withholding Party is required to deduct and withhold with respect to such payment under the Tax Act, the Code or any provision of any applicable federal, provincial, state, local or foreign tax law, in each case, as amended. To the extent that such amounts are so deducted, withheld and remitted, such amounts shall be treated for all purposes under this Plan of Arrangement as having been paid to the Person to whom such amounts would otherwise have been paid, provided that such deducted or withheld amounts are actually remitted to the appropriate taxation authority. To the extent the amount required to be deducted or withheld from any consideration payable or otherwise deliverable to any Person hereunder exceeds the amount of cash consideration, if any, otherwise payable to the Person, any Withholding Party is hereby authorized to sell or otherwise dispose of any non-cash consideration payable to the Person as is necessary to provide sufficient funds to such Withholding Party, as the case may be, to enable it to comply with all deduction or withholding requirements applicable to it, and the Withholding Party shall notify such Person and remit to such Person any unapplied balance of the net proceeds of such sale. If any withholding Tax is assessed against and paid by GMIN, the Corporation, Spinco or the Depositary, then the Person in respect of which such deduction or withholding should have been made shall indemnify and hold harmless such withholding agent from and against such Tax, but only to the extent such Person actually received the amount that should have been deducted or withheld.

Section 4.06 U.S. Securities Laws Matters

Notwithstanding any provision herein to the contrary, this Plan of Arrangement shall be carried out with the intention that all Spinco Consideration Shares, Corporation Class A Shares and GMIN Consideration Shares issued to the Corporation Shareholders in exchange for their Corporation Shares pursuant to the Arrangement shall be issued and exchanged in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by section 3(a)(10) thereof and in compliance with applicable state securities laws, and pursuant to the terms, conditions and procedures set forth in the Arrangement Agreement.

Section 4.07 Extinction of Rights

To the extent that a Former Corporation Shareholder shall not have complied with the provisions of Section 4.02 or Section 4.03 of this Plan of Arrangement on or before the date that is six years after the Effective Date, then the certificate or DRS Advice which immediately prior to the Effective Time represented outstanding Corporation Shares held by such Former Corporation Shareholder shall cease to represent a claim or interest of any kind or nature whatsoever, whether as a securityholder or otherwise and whether against GMIN, the Corporation, Spinco, the Depositary or any other Person. On such date, the Consideration which such Former Corporation Shareholder would otherwise have been entitled to receive, together with any distributions or dividends such holder would otherwise have been entitled to receive shall be deemed to have been surrendered for no consideration to GMIN, as regards to the GMIN Shares, and to Spinco, as regards to the Spinco Shares. No Party shall be liable to any Person in respect of any cash or securities which is forfeited to GMIN or Spinco, as applicable, or delivered to any public official pursuant to any applicable abandoned property or similar Law.

ARTICLE 5 AMENDMENTS AND WITHDRAWAL

Section 5.01 Amendments to Plan of Arrangement

• (a) The Parties reserve the right to amend, modify or supplement this Plan of Arrangement at any time and from time to time prior to the Effective Time, provided that each such amendment, modification or supplement must be (i) set out in writing, (ii) agreed to in writing by the Parties,

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(iii) filed with the Court and, if made following the Meeting, approved by the Court, and (iv) communicated to Corporation Shareholders, if and as required by the Court or applicable Law.

• (b) Any amendment, modification or supplement to this Plan of Arrangement may be proposed by the Corporation and GMIN at any time prior to the Meeting provided that the Principal Parties shall have consented thereto in writing (such consent not to be unreasonably withheld, conditioned or delayed) with or without any other prior notice or communication, and, if so proposed and accepted by the Persons voting at the Meeting (other than as may be required under the Interim Order), shall become part of this Plan of Arrangement for all purposes.

• (c) Any amendment, modification or supplement to this Plan of Arrangement that is approved by the Court following the Meeting shall be effective only if: (i) it is consented to in writing by the Principal Parties; and (ii) if required by the Court or applicable Law, it is consented to by the Corporation Shareholders voting in the manner directed by the Court.

• (d) Notwithstanding Section 5.01(a) of this Plan of Arrangement, the Principal Parties may, at any time following the Effective Time, amend, modify or supplement this Plan of Arrangement without the approval of the Corporation Shareholders or the Court provided that each amendment, modification or supplement (i) must be set out in writing, (ii) must concern a matter which, in the reasonable opinion of each of the Principal Parties, is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement, and (iii) is not adverse to the economic interests of any Former Corporation Shareholder immediately prior to the Effective Time.

Section 5.02 Withdrawal

This Plan of Arrangement may be withdrawn prior to the Effective Time in accordance with the terms of the Arrangement Agreement. Upon termination of this Plan of Arrangement pursuant to the terms of the Arrangement Agreement, no Party shall have any liability or further obligation to the other Party hereunder other than as set out in the Arrangement Agreement.

ARTICLE 6 MISCELLANEOUS

Section 6.01 Further Assurances

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

Section 6.02 Paramountcy

From and after the Effective Time:

• (a) this Plan of Arrangement shall take precedence and priority over any and all rights related to the Corporation Securities issued prior to the Effective Time;

• (b) the rights and obligations of the holders of Corporation Securities and any trustee and transfer agent therefor shall be solely as provided for in this Plan of Arrangement; and

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• (c) all actions, causes of action, claims or proceedings (actual or contingent, and whether or not previously asserted) based on or in any way relating to the Corporation Securities shall be deemed to have been settled, compromised, released and determined without any liability except as set forth herein.