TO CONSIDER AND, IF THOUGHT FIT, TO PASS A SPECIAL RESOLUTION APPROVING AN ARRANGEMENT UNDER SECTION 192 OF THE CANADA BUSINESS CORPORATIONS ACT BETWEEN THE COMPANY, ITS SECURITYHOLDERS AND VALOR GOLD CORP. ("VALOR"), PURSUANT TO WHICH THE COMPANY AND THE COMPANY'S SHAREHOLDERS WILL RECEIVE SHARES OF VALOR
IF THE ARRANGEMENT RESOLUTION IS PASSED, TO CONSIDER AND, IF THOUGHT FIT, TO PASS AN ORDINARY RESOLUTION APPROVING THE PROPOSED VALOR INCENTIVE PLAN IN SUBSTANTIALLY THE FORM ATTACHED AS SCHEDULE "2" TO APPENDIX "G" OF THE MANAGEMENT INFORMATION CIRCULAR