Common use of The Offer Clause in Contracts

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);

The Offer. (a) The Offeror shall, subject to the terms and conditions Within a reasonable period of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued time after the date of the execution of this Agreement, Parent shall cause Merger Subsidiary to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and Merger Subsidiary shall commence, the Offer. Parent shall use its best efforts to cause Merger Subsidiary to commence the Offer no later than the fifth business day after the execution of this Agreement. The obligation of Merger Subsidiary to accept for payment and prior pay for Shares tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject to only to the those conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it (any of which may be amendedwaived by Merger Subsidiary in its sole discretion; provided, varied or extended however, that, without the consent of the Company, except as contemplated by Section 1.01(e), Merger Subsidiary shall not waive the Minimum Tender Condition (as defined in accordance with this AgreementAnnex A)). The Offeror and Caza shall cooperate in making on a timely basis any filings with respect Subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy terms of the Offer Documents prior to their finalization and mailing for their review this Agreement and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders satisfaction or earlier waiver of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule Annex A are not satisfied at the as of any expiration date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters Merger Subsidiary shall accept for payment and extend the period during which Caza Shares may be deposited and tendered to the Offer pay for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) withdrawn pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafterafter it is permitted to do so under applicable law. (b) As soon as practicable on the date of commencement of the Offer, andParent and Merger Subsidiary shall file with the Securities and Exchange Commission (the "SEC") with respect to the Offer a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO"), which will comply in all material respects with the provisions of applicable federal securities laws and will contain an offer to purchase relating to the Offer (the "Offer to Purchase") and forms of related letters of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). Parent and Merger Subsidiary shall make all filings required by applicable state law relating to the Offer (the "State Filings") as and when required by applicable state law. Parent and Merger Subsidiary will deliver copies of the proposed forms of the Schedule TO, the Offer Documents and the State Filings (as well as any change thereto) to the Company within a reasonable time prior to the commencement of the Offer for prompt review and comment by the Company and its counsel. Parent and Merger Subsidiary will provide the Company and its counsel in writing any comments that Merger Subsidiary, Parent or their counsel may receive from the SEC or its staff or any applicable state authority with respect to the Offer Documents or the State Filings promptly after the receipt thereof. Parent and Merger Subsidiary shall promptly correct any information in the Schedule TO, the Offer Documents or the State Filings that shall have become false or misleading in any eventmaterial respect and take all steps necessary to cause such Schedule TO, on Offer Documents or before State Filings as so corrected to be filed with the third Business Day following SEC and any applicable state authority and disseminated to the date that stockholders of the Company, as and to the extent required by applicable law. Parent and Merger Subsidiary will provide copies of any amendments or supplements to the Offer Documents, the Schedule TO or the State Filings prior to any filing of such Caza Shares are taken up by amendments or supplements with the OfferorSEC or any applicable state authority in order to provide the Company and its counsel with a reasonable opportunity to review and comment. (c) The Offeror may, in its sole discretion, vary or waive any term or condition Each of Parent and Merger Subsidiary expressly reserves the right to modify the terms of the Offer for its benefitOffer, provided except that the Offeror shall notneither Parent nor Merger Subsidiary shall, without the prior written consent of Caza: the Company, decrease the price per Share payable in the Offer, change the form of consideration payable in the Offer, decrease the number of Shares sought pursuant to the Offer (i) impose except as contemplated by Section 1.01(e)), change or modify the conditions to the Offer except in a manner adverse to the Company or holders of Shares, impose additional conditions to the Offer, or amend any term of the Offer in any manner adverse to the Company or holders of Shares. Notwithstanding the foregoing, Merger Subsidiary, without the consent of the Company, (i) shall extend the Offer, if at the then scheduled expiration date of the Offer any of the conditions to Merger Subsidiary's obligation to accept for those payment and pay for Shares shall not have been satisfied, until such time as such condition is satisfied, if such condition may in the reasonable judgment of Merger Subsidiary be satisfied in a time period reasonable for such satisfaction, and (ii) may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Each extension, if any, of the Offer pursuant to clause (i) of the preceding sentence shall not exceed the lesser of ten business days or such fewer number of days that Merger Subsidiary reasonably believes are necessary to cause the conditions of the Offer set forth in Schedule Annex A hereto; or (ii) change to be satisfied. Merger Subsidiary may provide for a "subsequent offering period" in accordance with Rule 14d-11 under the form Exchange Act with the prior consent of the consideration Company (such consent not to be paid for each Caza Share (unless unreasonably withheld). Notwithstanding the consideration includes consideration in addition foregoing, Merger Subsidiary shall have no obligation to extend the Offer if the condition to the consideration required to be offered pursuant to Offer set forth in Section (c)(x) of the provisions hereof)Annex A is not satisfied at the scheduled expiration date of the Offer. (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as On or prior to the number of Caza date that Merger Subsidiary becomes obligated to accept for payment and pay for Shares pursuant to the Offer, Parent will provide or cause to be provided to Merger Subsidiary the funds necessary to pay for all Shares that have been tendered (Merger Subsidiary becomes obligated to accept for payment and not withdrawn) under pay for pursuant to the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents Notwithstanding anything to the Caza Shareholders is conditional upon: contrary in this Agreement, Merger Subsidiary may waive the Minimum Tender Condition (ias defined in Annex A) without the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none consent of the Lock-up Agreements shall have been breached Company as long as Merger Subsidiary is permitted by applicable law to and does exercise the Option (as defined in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (vthe Stockholder Agreement) immediately following the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion consummation of the Offer and the mailing acquires title to all of the applicable Offer Documents;Shares subject thereto and thereafter promptly consummates the Merger. (vif) the Caza Board shall have resolved to recommend The parties hereby agree that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result initial scheduled expiration date of the Offer or shall be June 14, 2000. The parties further agree that any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each extension of the Investment Agreements expiration date of the Offer shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) result in the Offer expiring on the twelfth business day immediately prior to after the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in end of a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Company

The Offer. (a) The Offeror shall, subject to As promptly as practicable but in no event later than the terms and conditions fifth business day after the public announcement of the execution of this Agreement, make Parent shall cause Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and Acquisition Sub shall commence, an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise as amended or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made supplemented in accordance with this Agreement, Securities Laws the "Offer") to purchase for cash all issued and applicable Lawoutstanding Shares at a price of $11.70 per Series A Preferred Share, $16.00 per Series B Preferred Share and $12.00 per Common Share net to the seller in cash (such prices, or such higher prices per Share as may be paid in the Offer, being referred to as the "Offer Prices"). The obligation of Acquisition Sub, and of Parent to cause Acquisition Sub, to consummate the Offer, to accept for payment and to pay for any Shares tendered shall be subject to only to the those conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it (any of which may be amendedwaived by Acquisition Sub in its sole discretion; provided that, varied or extended without the consent of the Company, Acquisition Sub shall not waive the Minimum Tender Condition (as defined in accordance Annex A)). (b) As soon as practicable on the date of commencement of the Offer, Parent and Acquisition Sub shall file with this Agreement. The Offeror the Securities and Caza shall cooperate in making on a timely basis any filings Exchange Commission (the "SEC") with respect to the Offer a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1"), which will comply in all material respects with the provisions of applicable federal securities laws and will contain the offer to purchase relating to the Offer (the "Offer to Purchase") and forms of related letters of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). Parent will deliver copies of the proposed forms of the Schedule 14D-1 and the Offer Documents (as well as any change thereto) to the Company within a reasonable time prior to the commencement of the Offer for prompt review and comment by the Company and its counsel. Parent will provide the Company and its counsel in writing any comments that Acquisition Sub, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and Acquisition Sub represent that the Schedule 14D-1 and the Offer Documents (including any amendments or supplements thereto) (i) shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations thereunder and (ii) shall not, in the case of the Schedule 14D-1 at the time filed with the SEC and at the time the Offer is consummated and in the case of the Offer Documents when first published, sent or given to the stockholders of the Company and at the time the Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that Parent and Acquisition Sub make no covenant, representation or warranty as to any of the information relating to and supplied by the Company in writing specifically for inclusion in the Schedule 14D-1 or the Offer Documents (including any amendments or supplements thereto). Parent and Acquisition Sub shall promptly correct any information in the Schedule 14D-1 or the Offer Documents that shall have become false or misleading in any material respect and take all steps necessary to cause such Schedule 14D-1 or Offer Documents as so corrected to be filed with the SEC and disseminated to the stockholders of the Company, as and to the extent required by applicable law. Parent and Acquisition Sub will provide copies of any amendments or supplements to the Offer Documents or the Schedule 14D-1 prior to any filing of such amendments or supplements with the SEC in order to provide the Company and its counsel with a reasonable opportunity to review and comment. (c) Each of Parent and Acquisition Sub expressly reserves the right to modify the terms of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared except that neither Parent nor Acquisition Sub shall, without the prior written consent of the Company, decrease the consideration payable in the English languageOffer, change the form of consideration payable in the Offer, decrease the number of Shares sought pursuant to the Offer, change or modify the conditions to the Offer in a manner adverse to the Company or holders of Shares, impose additional conditions to the Offer, waive the Minimum Tender Condition, or amend any term of the Offer in any manner adverse to the Company or holders of Shares. Notwithstanding the foregoing, Acquisition Sub, without the Offer may provide that consent of the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror Company, (i) shall provide Cazaextend the Offer, its counsel and its financial advisors with a draft copy if at the then scheduled expiration date of the Offer Documents prior any of the conditions to their finalization Acquisition Sub's obligation to accept for payment and mailing pay for their review and comment. Notwithstanding Shares shall not have been satisfied, until such time as such condition is satisfied or waived, if such condition may in the foregoingreasonable judgment of Acquisition Sub be satisfied in a time period reasonable for such satisfaction, (ii) may, if any such condition is not waived, extend the Offer until such condition is waived, (iii) may provide that extend the Offer is only being made in jurisdictions where permitted and that for any period required by any rule, regulation, interpretation or position of the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with SEC or the staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. Offer and (biv) The Offer shall expire at the Initial Expiry Time, except that (i) may extend the Offer may be extended on one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set occasions for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a an aggregate period of not more than five business days if the Minimum Tender Condition has been satisfied and there has theretofore been validly tendered and not withdrawn Shares representing at least 70% but less than ten days after the date 90% of such announcement. Subject to the satisfaction or waiver each class of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza outstanding Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereofa fully diluted basis). (d) The Offeror Parent will instruct provide or cause to be provided to Acquisition Sub on a timely basis the depositary under the Offer funds necessary to advise Caza from time to time as Caza may reasonably request accept for payment, and in such manner as Caza may reasonably requestpay for, as to the number of Caza Shares that have been tendered (Acquisition Sub becomes obligated to accept for payment, and not withdrawn) under pay for, pursuant to the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable and no later than the date that is seven (7) business days after the date of the initial public announcement of this Agreement, amend the Pending Offer and file with the U.S. Securities and Exchange Commission (the “SEC”) amended Offer Documents reflecting the execution, terms and conditions of this Agreement, and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law (such date of the filing, the “Offer Amendment Date”). (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 12.1;1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (i) no later than the first Business Day after the Expiration Date, irrevocably accept for purchase all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) and (ii) as soon as practicable after the Expiration Date (and in any event, no more than two (2) business days), pay for all such Shares (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date). The acceptance for purchase of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions or requirements to the Offer in addition to the Offer Conditions or amend, modify or supplement any Offer Conditions, (iv) waive, modify or amend the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereofMinimum Condition, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion amend any other term of the Offer and in a manner that is adverse to the mailing holders of the applicable Offer Documents; Shares except as required or permitted by Section 1.1(e), (vi) terminate the Caza Offer or accelerate, extend or otherwise change (or make any other amendment that would have the effect of accelerating, extending or otherwise changing) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e), or (vii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. (d) The Company hereby consents to the inclusion of the recommendation of the Company Board shall have resolved to recommend that the Caza Shareholders Company’s stockholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse tender their Shares to Merger Sub pursuant to the Offer; Offer (viithe “Company Recommendation”) in the Caza Board Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have issued a Deposit Period News Release become false or misleading in a form satisfactory any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Offerorholders of Shares, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply in each case as and to the Offerextent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, and Merger Sub or their counsel may receive from time to time from the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, SEC or any registration requirement its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the Offeror shares issued pursuant thereto;SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (ixe) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against Subject to the Offeror making the Offer, taking up or paying for Caza Shares deposited under terms and conditions set forth in the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; Documents, the Offer shall initially be scheduled to expire at 5:00 p.m., New York City time, on the tenth (x10th) no lawbusiness day after the Offer Amendment Date (the “Initial Expiration Date”) or, regulation, policy, judgment, decision, order, ruling or directive (whether or not having if the force period of law) time for which the Offer is open shall have been proposedextended pursuant to, enactedand in accordance with, promulgatedthis Section 1.1(e) or as may be required by applicable Law, amended the time and date to which the Offer has been so extended (the Initial Expiration Date or appliedsuch later time and date to which the Offer has been extended in accordance with this Section 1.1(e), which in the judgment “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the OfferorOffer Conditions have not been satisfied or waived, acting reasonablyMerger Sub shall, would prohibit the Offeror from making or completing the Offer; (xi) no Person and Parent shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing cause Merger Sub to, extend the Offer or have a Material Adverse Effect; for successive periods of not more than five (xii5) no Person shall have made an Acquisition Proposal which business days (the Caza Board has determined length of such period to be a Superior Proposal; (xiii) determined by Parent or Merger Sub in their sole discretion), or for such longer period as the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required parties may agree, in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror order to permit the satisfaction of the OfferorOffer Conditions, acting reasonable(ii) Merger Sub shall, including (if required) and Parent shall cause Merger Sub to, extend the consent Offer for any period required by any rule, regulation, interpretation or position of any regulatory body governing the operations of Caza with respect SEC or its staff applicable to the change Offer or necessary to resolve any comments of control the SEC or its staff applicable to the Offer or the Offer Documents and (iii) Parent, in its sole discretion, may cause Merger Sub to extend the Offer for up to two (2) successive periods of Caza five (5) business days each upon notice to the Company at least twenty-four (24) hours’ prior to the then-effective Expiration Date; provided that, in the case of clauses (i) and (ii), Merger Sub shall not in any direct or indirect transfer of ownership of any license such that event be required to, and without the Offeror Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be able deemed to continue impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to operate Caza’s business terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the licenses terms hereof, Merger Sub shall, and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; Parent shall cause Merger Sub to, promptly (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to any event within one (1) business day of such termination) terminate the Offeror, and without any cost, obligation Offer. If the Offer is terminated or further action required withdrawn by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan DocumentsMerger Sub, or any related security agreement or other agreementthis Agreement is terminated in accordance with Article VI, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement acceptance for payment of Shares tendered in connection with the Offer; (xvi) Caza , Merger Sub shall, and Parent shall have delivered cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the Offeror, registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment accordance with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Article VI.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, Article VIII and none of the Lock-up Agreements events or conditions set forth in Annex A shall have occurred and be existing, Cardinal shall cause Subcorp to commence, and Subcorp shall, within 12 business days, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer. Cardinal shall cause Subcorp to accept for payment, and Subcorp shall accept for payment, the shares of BLP Common Stock that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following the initial Expiration Date (as defined in Section 1.1(c)) at which time all conditions of the Offer shall have been breached in satisfied or waived by Subcorp, and, thereafter, Subcorp shall accept for payment additional shares of BLP Common Stock validly tendered during any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse subsequent offering period to the Offer; (vii) the Caza Board shall have issued extent Cardinal and Subcorp determine to provide a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement subsequent offering period in connection with the Offer; (xvi) Caza . Subcorp shall not accept for payment any shares of BLP Common Stock tendered pursuant to the Offer unless there shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation been validly tendered and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or not withdrawn prior to the Effective TimeExpiration Date such number of shares of BLP Common Stock that satisfy the Minimum Condition (as defined in Annex A). Subcorp expressly reserves the right to increase the Per Share Amount and to waive any condition of the Offer, such Person thereby except the Minimum Condition. Without the prior written consent of BLP, Subcorp shall not decrease the Per Share Amount or change the form of consideration payable in the Offer, decrease the number of shares of BLP Common Stock sought to be purchased in the Offer or waive the Minimum Condition. The Per Share Amount shall be paid less any required withholding of Taxes (Aas defined in Section 5.12(f)), upon the terms and subject to satisfaction or waiver of the conditions of the Offer set forth in Annex A. BLP agrees that no shares of BLP Common Stock held by BLP or any of its subsidiaries will be tendered in the Offer. (b) resigns from Subcorp shall file with the Securities and Exchange Commission (the “Commission”) a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or amendments thereto, collectively, the “Offer Documents”). The Offer Documents will comply in all officesmaterial respects with the provisions of applicable United States federal securities laws. The information provided and to be provided by BLP, directorships Cardinal and employment Subcorp for use in the Offer Documents shall not, on the date filed with Caza the Commission and on the date first published or sent or given to holders of shares of BLP Common Stock (the “BLP Stockholders”), as the case may be, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. BLP, Cardinal and Subcorp each Caza Subsidiaryagree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Cardinal further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the Commission and disseminated to the BLP Stockholders to the extent required by applicable United States federal securities laws. (c) Subject to the terms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the date that is 20 business days after the date the Offer is commenced (the initial “Expiration Date,” and any agreement between expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an “Expiration Date”); provided, however, that, without the consent of BLP, Subcorp may (i) from time to time extend the Offer if, at the scheduled Expiration Date, any of the conditions of the Offer shall not have been satisfied or waived until such Person and Caza time as such conditions are satisfied or any Caza Subsidiary in connection with such Person’s employment or service is terminated waived to the extent permitted by this Agreement; (except ii) extend the Offer for any confidentiality period required by any rule, regulation, interpretation or position of the Commission or the staff of the Commission (the “SEC Staff”) thereof applicable to the Offer; or (iii) extend the Offer for a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three to 20 business days in order to acquire at least 90% of the outstanding shares of BLP Common Stock. Cardinal and non-solicitation Subcorp shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of such Person that expressly survive any such termination);the foregoing, Subcorp shall, and Cardinal shall cause Subcorp to, accept for payment, and pay for, all shares of BLP Common Stock validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of the shares of BLP Common Stock for payment pursuant to the Offer and this Agreement.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, Article VIII and none of the Lock-up Agreements events or conditions set forth in Annex A shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities occurred and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer be existing and shall not have withdrawn such recommendation been waived in writing by Parent or changedMerger Sub (the conditions set forth in Annex A, modified the “Tender Offer Conditions”), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer on July 2, 2008 or qualified such recommendation as promptly thereafter as is reasonably practical. Without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose conditions to the Offer in addition to the Tender Offer Conditions, waive or amend the Minimum Condition or amend any other term of the Offer in a manner which is materially adverse to the Company Shareholders; provided that Merger Sub expressly reserves the right to increase the Offer Price and to waive any of the Tender Offer Conditions, other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer;. (viib) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the OfferMerger Sub shall, and the Offeror will not be subject to dual compliance Parent shall cause Merger Sub to, file with the tender-offer regimes in Canada U.S. Securities and Exchange Commission (the United States of America, or any registration requirement “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer or any on the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under date that the Offer is commenced, which Tender Offer Statement shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or completing amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Shareholders in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and Merger Sub agree that the Offer Documents shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company Shareholders and on the Acceptance Date, shall not contain any untrue statement of a Compulsory Acquisition material fact or a Subsequent Acquisition Transaction; (x) omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no lawcovenant, regulationagreement, policyrepresentation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Offer Documents. The Company, judgment, decision, order, ruling or directive (whether or not having Parent and Merger Sub each agree promptly to correct any information provided by it for use in the force of law) Offer Documents if and to the extent that it shall have been proposedbecome false or misleading in any material respect, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing and Parent further agrees to take all steps necessary to cause the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined Documents as so corrected to be a Superior Proposal; (xiii) filed with the Offeror SEC and disseminated to the Company Shareholders to the extent required by applicable Law. The Company shall have received promptly furnish to Parent and Merger Sub all information concerning the Company that is required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required or reasonably requested by Parent or Merger Sub in connection with the making or completion obligations relating to the Offer Documents contained in this Section 1.01(b). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto in advance of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection filing with the making SEC or completing dissemination to the Offer Company Shareholders, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Offeror to Company and its counsel. Parent and Merger Sub shall (i) provide the satisfaction of the Offeror, acting reasonable, including (if required) the consent Company and its counsel with a copy of any regulatory body governing written comments or telephonic notification of any oral comments Parent or Merger Sub may receive from the operations of Caza SEC or its staff (the “SEC Staff”) with respect to the change of control of Caza Offer as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any direct or indirect transfer of ownership such comments, and (iii) provide the Company and its counsel with a copy of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses written responses thereto and authorizations telephonic notification of Caza post-closing in a similar fashion any oral responses thereto of Parent and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation Merger Sub or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; andtheir counsel. (c) Caza Subject to the terms and conditions thereof, the Institutional Investor acknowledge Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) Business Day beginning with (and agree including) the date that the Offeror Offer is relying on such agreement commenced (determined in connection accordance with Rule 14d-1(g) (3) under the Exchange Act) (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the following provisions of this sentence or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer; (xvi) Caza , as so extended may expire; provided, however, that Merger Sub shall have delivered the right, in its sole discretion, but not the obligation to (i) extend the Offer for one or more periods of not more than ten Business Days each if, at the scheduled Expiration Date, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) if all of the Tender Offer Conditions are satisfied but the number of shares of Company Common Stock that have been validly tendered and not withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to twenty (20) Business Days to acquire outstanding shares of Company Common Stock. Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or of the Staff applicable to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Offer.

The Offer. (a) Unless this Agreement shall have previously been terminated in accordance with Article IX, as promptly as practicable, but in any event within ten (10) Business Days after the date of the initial public announcement of this Agreement (but in no event earlier than five (5) Business Days after the date of the initial public announcement of this Agreement), Merger Sub will (and Parent will cause Merger Sub to) “commence” (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (b) The Offeror shallobligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer are subject to the terms and conditions of the satisfaction or waiver (to the extent permitted under this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares conditions set forth in Annex I (including any Caza Shares that are issued after the date of the Offer and prior as they may be amended from time to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made time in accordance with this Agreement, Securities Laws collectively, the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement). On the terms and applicable Law, and shall be subject only to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, irrevocably accept and pay for all shares of Target Common Stock validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable (the “Accepted Shares”) after the Expiration Time and in compliance with applicable Law. The Offer Price payable in respect of each Accepted Share pursuant to the immediately preceding sentence shall be paid net to the Selling Stockholder in cash, without interest and subject to any required withholding of Taxes, on the terms and subject to the conditions hereof. Pursuant to and in accordance with the Target 2006 Incentive Plan, the Offer Price to be paid with respect to Target Restricted Stock Awards (as defined below) will be paid to the holders of such Target Restricted Stock Awards in accordance with the procedures, and subject to the restrictions, set forth in Schedule A hereto Section 4.07(c). The acceptance for payment of Accepted Shares pursuant to and such subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing.” (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Target. Parent and Merger Sub expressly reserve the right to increase the Offer Price or to make any other changes in the terms and conditions as mutually agreed to of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the parties Target in writing. The term “Offer” , Parent and Merger Sub shall include not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Target Common Stock sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions, (iv) amend any Offer Condition in a manner that is adverse in any material respect to the holders of shares of Target Common Stock, (v) waive or amend the Minimum Condition, (vi) extend the Expiration Time except as it may be amendedrequired or permitted by Section 2.01(e) or (vii) amend any other term of the Offer in a manner that is adverse in any material respect to the holders of shares of Target Common Stock. (d) On the date the Offer is commenced, varied or extended in accordance Merger Sub shall, and Parent shall cause Merger Sub to, file with this Agreement. The Offeror the U.S. Securities and Caza shall cooperate in making Exchange Commission (the “SEC”) a Tender Offer Statement on a timely basis any filings Schedule TO with respect to the Offer, including which Tender Offer Statement shall include or incorporate by reference an offer to purchase, form of letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereafter thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of shares of Target Common Stock as and to the extent required by Securities Laws or Lawsapplicable Law. The Offer shall be prepared Target hereby consents to the inclusion of the Target Board Recommendation in the English languageOffer Documents. Notwithstanding the foregoingMerger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Target shall promptly (but in no event more than two (2) Business Days) furnish to Parent and Merger Sub all information concerning the Target and the holders of shares of Target Common Stock that may provide that be required by applicable Law to be set forth in the Offer is only being made Documents or reasonably requested in jurisdictions where permitted connection with any action contemplated by this Section 2.01(d), including communication of the Offer to the record and beneficial holders of shares of Target Common Stock. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the holders of shares of Target Common Stock, in each case as and to the extent required by applicable lawLaw. The Offeror Parent and Merger Sub shall provide Cazathe Target in writing with any written comments (and shall orally describe any oral comments) that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its counsel and its financial advisors staff with a draft copy respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents prior (including any amendment or supplement thereto) with the SEC or dissemination thereof to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside shares of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of Target Common Stock, or responding to any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion comments of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance SEC with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions respect to the Offer are satisfied or waived such that Documents, Parent and Merger Sub shall provide the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, andTarget, in each instance, with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any event, on or before the third Business Day following the date that such Caza Shares are taken up comments provided by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive Target. Parent and Merger Sub shall use commercially reasonable efforts to respond promptly to any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the OfferSEC comments. (e) The Offeror’s obligation Offer will initially expire at 11:59 p.m. (Boston, Massachusetts time) on January 2, 2015 (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to make this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later date and time to deliver which the Offer Documents Initial Expiration Time has been extended pursuant to this Agreement, is referred to as the Caza Shareholders is conditional upon: “Expiration Time”). Notwithstanding the foregoing, (i) if, on the Offeror date of the then-effective Expiration Time, any of the Offer Conditions have not been satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for successive periods of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, in order to permit the satisfaction of the Offer Conditions, except that if immediately prior to any scheduled Expiration Time, all Offer Conditions (except the Minimum Condition) have been satisfied or waived by the Parent or the Merger Sub, then the Parent’s and the Merger Sub’s obligations to extend the Expiration Time shall be limited to (A) an extension of the Expiration Time for one period of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), or for such longer period as the parties may agree, to permit the satisfaction of the Minimum Condition, and (B) if at the end of such period described in clause (A), the Minimum Condition continues to not be satisfied, in its reasonable discretionan extension of the Expiration Time for up to two (2) additional periods of not more than ten (10) Business Days (the length of such period to be determined by Merger Sub), with its due diligence investigations of Caza and or for such longer periods as the Caza Subsidiariesparties may agree, which after which, if the Minimum Condition remains unsatisfied, neither the Parent nor the Merger Sub shall be completed by required to extend the Offeror Expiration Time (it being understood, for the avoidance of doubt, that (I) the Offer shall not be extended pursuant to this clause (i) if all Offer Conditions have been satisfied or waived and (II) without the prior written consent of the Target, the “extension periods” described in this clause (i), collectively, may not be less than such number of Business Days that when added to the Latest Mailing Time; number of Business Days elapsed from the commencement of the Offer would total fifty (50) Business Days), and (ii) Caza Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, its staff, or any national securities exchange on which the Target’s securities trade applicable to the Offer or necessary to resolve any comments of the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of clauses (i) and (ii), Merger Sub shall not have breached in any event be required to, and without the Exclusivity Agreement; Target’s prior written consent shall not, extend the Offer beyond the date that is fifty-two (iii52) Business Days following the commencement of the Offer in accordance with Section 2.01(a) above (the “Outside Date”). Nothing in this Section 2.01(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of the Target, Parent or Merger Sub to terminate this Agreement pursuant to Article IX. In the event that this Agreement is terminated pursuant to the terms hereof, Merger Sub shall, and Parent shall not have been cause Merger Sub to, promptly (and in any event within one (1) Business Day of such termination) terminate the Offer. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or Article IX, prior to the date hereofacceptance for payment of shares of Target Common Stock tendered in the Offer, Merger Sub shall, and none Parent shall cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Target Common Stock to the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder;registered holders thereof. (vf) the Offeror shall have received from all applicable government entities and regulatory authoritiesParent will provide or cause to be provided to Merger Sub, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required on a timely basis so as to permit the making and completion of the Offer satisfy Merger Sub’s obligations under this Agreement and the mailing Offer, the funds necessary to pay for any shares of the applicable Offer Documents; (vi) the Caza Board shall have resolved Target Common Stock that Merger Sub becomes obligated to recommend that the Caza Shareholders accept the Offer for payment, and shall not have withdrawn such recommendation or changedpay for, modified or qualified such recommendation in a manner adverse pursuant to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1;8.01, Merger Sub shall, and Parent shall cause Merger Sub to, on or before the date that is ten (10) Business Days after the date of the initial public announcement of this Agreement (but in no event earlier than five (5) Business Days after the date of the initial public announcement of this Agreement), commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. (ivb) the Lock-up Agreements shall have been duly executed The obligations of Merger Sub to, and delivered by the Locked-up Shareholders on or prior of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the date hereof, Offer is subject to the terms and none the satisfaction or waiver (as provided in Section 1.01(c) below) of the Lock-up Agreements shall have been breached conditions set forth in any material respect by any Locked-up Shareholder Annex I (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or terminated as a result modify the Offer in accordance with the terms of any default by any Locked-up Shareholder; (v) this Agreement). On the Offeror shall have received from all applicable government entities terms and regulatory authorities, including from subject to the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the mailing Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares pursuant to and subject to the conditions of the applicable Offer Documents;is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is adverse to the holders of Shares, or (vi) extend the Caza Expiration Date (as defined below) except as required or permitted by Section 1.01(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board shall have resolved to recommend that the Caza Shareholders Company’s stockholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse tender their Shares pursuant to the Offer; Offer (viithe “Company Board Recommendation”) in the Caza Board Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have issued a Deposit Period News Release become false or misleading in a form satisfactory any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Offerorholders of Shares, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply in each case as and to the Offerextent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, and Merger Sub or their counsel may receive from time to time from the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, SEC or any registration requirement its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the Offeror shares issued pursuant thereto;SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (ixe) no cease trade orderSubject to the terms and conditions set forth in the Offer Documents, injunction or other prohibition the Offer shall exist or have been commenced or threatened against remain open until midnight, New York City time, at the Offeror making end of the Offer, taking up or paying 20th business day (for Caza Shares deposited purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; is commenced (xthe “Initial Expiration Date”) no lawor, regulation, policy, judgment, decision, order, ruling or directive (whether or not having if the force period of law) time for which the Offer is open shall have been proposedextended pursuant to, enactedand in accordance with, promulgatedthis Section 1.01(e) or as may be required by applicable Law, amended the time and date to which the Offer has been so extended (the Initial Expiration Date or appliedsuch later time and date to which the Offer has been extended in accordance with this Section 1.01(e), which in the judgment “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the OfferorOffer Conditions have not been satisfied or waived, acting reasonablyMerger Sub shall, would prohibit the Offeror from making or completing the Offer; (xi) no Person and Parent shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing cause Merger Sub to, extend the Offer or have a Material Adverse Effect; for successive periods of not more than ten (xii10) no Person shall have made an Acquisition Proposal which Business Days (as defined below) (the Caza Board has determined length of such period to be a Superior Proposal; (xiii) determined by Merger Sub), or for such longer period as the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required parties may agree, in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror order to permit the satisfaction of the OfferorOffer Conditions (it being understood, acting reasonablefor the avoidance of doubt, including that the Offer shall not be extended pursuant to this clause (i) if requiredall Offer Conditions have been satisfied or waived), and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the consent Offer for any period required by any rule, regulation, interpretation or position of any regulatory body governing the operations of Caza with respect SEC or its staff applicable to the change Offer or necessary to resolve any comments of control the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of Caza clauses (i) and (ii), Merger Sub shall not in any direct or indirect transfer of ownership of any license such that event be required to, and without the Offeror Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be able deemed to continue impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to operate Caza’s business terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the licenses terms hereof, Merger Sub shall, and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; Parent shall cause Merger Sub to, promptly (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to any event within one (1) Business Day of such termination) terminate the Offeror, and without any cost, obligation Offer. If the Offer is terminated or further action required withdrawn by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan DocumentsMerger Sub, or any related security agreement or other agreementthis Agreement is terminated in accordance with Section 8.01, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement acceptance for payment of Shares tendered in connection with the Offer; (xvi) Caza , Merger Sub shall, and Parent shall have delivered cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);registered holders thereof.

The Offer. (a) The Offeror Subject to the provisions of this Agreement, as promptly as practicable, and in any event no more than seven Business Days, after the date of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all ; provided that Parent and Merger Subsidiary may waive any of the outstanding Caza Shares conditions to the Offer (including any Caza Shares that are issued after other than the date Minimum Condition, which may not be waived without the prior written consent of the Company) and may make changes in the terms and conditions of the Offer and except that, without the prior written consent of the Company, no change may be made to the Expiry Time on form of consideration to be paid, no decrease in the exercise Offer Price or surrender the number of Caza Options Shares sought in the Offer may be made, no change which imposes additional conditions to the Offer or Caza Warrants), on the basis modifies any of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed in any manner adverse to by the parties in writing. The term “Offer” shall include holders of the Offer as it Shares may be amendedmade and neither Parent nor Merger Subsidiary may extend the Offer, varied or extended except in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to Section 2.01(c). (b) On the date of commencement of the Offer, including amendments thereafter Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which shall comply in all material respects with the provisions of applicable federal securities Laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the “Offer Documents”). The Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by Securities Laws or applicable federal securities Laws. In conducting the Offer, the Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange Act and any other applicable Laws necessary to be complied with in connection with the Offer. The Offer Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.01. The Company and its counsel shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel given a reasonable opportunity to review and its financial advisors with a draft copy of comment on the Offer Documents prior to their finalization filing with the SEC. Parent and mailing Merger Subsidiary agree to provide the Company, and to consult with the Company and its counsel regarding, any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly after receipt thereof and any responses thereto. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for their review use in the Offer Documents if and commentto the extent that it shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by Law. (c) The initial scheduled expiration date of the Offer shall be 20 Business Days after the date of its commencement. Notwithstanding the foregoing, Parent and Merger Subsidiary shall have the right to extend the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times from time to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurstime if, at the sole discretion any scheduled or extended expiration date of the OfferorOffer, if any of the conditions of to the Offer set forth in Schedule Annex A shall not have been satisfied or waived; provided that if any of the conditions to the Offer are not satisfied or waived on any scheduled or extended expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied prior to ten Business Days following the initial scheduled expiration date of the Offer; provided further that if the conditions set forth in clauses (x) or (y) of the first sentence of Annex A hereto are not satisfied or waived or the condition set forth in clause (z) of Annex A hereto is not satisfied or waived as a result of the occurrence of any of the events described in subparagraph (b) thereon on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer at the date and time at which written request of the Offer would otherwise expire in accordance with its terms or Company if such conditions are or condition could reasonably be expected to be satisfied on or waived at before July 31, 2004, (ii) for any period required by any rule, regulation, interpretation or prior position of the SEC or the staff thereof applicable to the time set for expiry Offer or any period required by applicable Law, (iii) on one or more occasions (all such occasions aggregating not more than 20 Business Days) beyond the latest expiration that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza number of Shares then validly tendered (and not properly withdrawn) pursuant to the Offer, together with Shares then owned by Parent, represents more than 50% but less than 90% of the outstanding Shares on a fully diluted basis; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions provided, however, that Parent’s decision to extend the Offer are satisfied or waived such that in the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make case of this clause (iii) shall constitute a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule clauses (c) and (e) (excluding any wilful or intentional breach of any material obligation of the Company) on Annex A heretoand of its right to terminate the Agreement under Sections 8.01(b), (d) (unless there has been a wilful or intentional breach of any material obligation by the Company), (i) or (j), (iv) on up to two occasions (for a period not to exceed ten Business Days on each occasion) if an Adverse Market Change shall have occurred and be continuing on the initial or any extended expiration date of the Offer, and (v) for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate (collectively, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn“Subsequent Period”) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition Rule 14d-11 of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof)Exchange Act. (d) The Offeror will instruct Subject to the depositary under terms and conditions of the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably requestthis Agreement, as Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the number of Caza Offer as soon as possible after the expiration thereof; provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any Subsequent Period. Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any Shares that have been tendered (and not withdrawn) under Merger Subsidiary becomes obligated to purchase pursuant to the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall Price may be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed increased by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) Parent without the consent of any regulatory body governing the operations of Caza with respect to Company, in which case the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror Offer shall be able to continue to operate Caza’s business pursuant to extended, without the licenses and authorizations consent of Caza post-closing in a similar fashion and with the same license terms and conditions Company, as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);applicable Law.

The Offer. (a) The Offeror shallAs promptly as practicable after the date hereof, subject to but in no event later than the terms and conditions fifth business day after the public announcement of the execution of this Agreement, make Parent shall cause Merger Subsidiary to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934), and Merger Subsidiary shall commence, an offer (the “Offer”"OFFER") to purchase for cash all issued and outstanding shares, together with the associated rights to purchase Series B Participating Cumulative Preferred Stock ( collectively, the "SHARES") of common stock, $.00l par value per share, of the outstanding Caza Shares Company (including any Caza Shares that are issued after the date "COMMON STOCK") at a price of the Offer and prior $20 per Share, net to the Expiry Time on seller in cash (such price, or such higher price per Share as may be paid in the exercise or surrender of Caza Options or Caza WarrantsOffer, being referred to as the "OFFER PRICE"), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject to only to the those conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it (any of which may be amendedwaived by Merger Subsidiary in its sole discretion; provided that, varied or extended without the consent of the Company, Merger Subsidiary shall not waive the Minimum Tender Condition (as defined in accordance Annex A)). (b) As soon as practicable on the date of commencement of the Offer, Parent and Merger Subsidiary shall file with this Agreement. The Offeror the Securities and Caza shall cooperate in making on a timely basis any filings Exchange Commission (the "SEC") with respect to the Offer a Tender Offer Statement on Schedule 14D-1 (the "SCHEDULE 14D-1"), which will comply in all material respects with the provisions of applicable federal securities laws and will contain the offer to purchase relating to the Offer (the "OFFER TO PURCHASE") and forms of related letters of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto, are referred to herein collectively as the "OFFER Documents"). Parent will deliver copies of the proposed forms of the Schedule 14D-1 and the Offer Documents (as well as any change thereto) to the Company within a reasonable time prior to the commencement of the Offer for prompt review and comment by the Company and its counsel. Parent will provide the Company and its counsel in writing any comments that Merger Subsidiary, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and Merger Subsidiary represent that the Schedule 14D-1 and the Offer Documents (including any amendments or supplements thereto) (i) shall comply as to form in all material respects with the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the "EXCHANGE ACT") and (ii) shall not, in the 6 case of the Schedule 14D-1 at the time filed with the SEC and at the time the Offer is consummated and in the case of the Offer Documents when first published, sent or given to the stockholders of the Company and at the time the Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that Parent and Merger Subsidiary make no covenant, representation or warranty as to any of the information relating to and supplied by the Company in writing specifically for inclusion in the Schedule 14D-1 or the Offer Documents (including any amendments or supplements thereto). Parent and Merger Subsidiary shall promptly correct any information in the Schedule 14D-1 or the Offer Documents that shall have become false or misleading in any material respect and take all steps necessary to cause such Schedule 14D-1 or Offer Documents as so corrected to be filed with the SEC and disseminated to the stockholders of the Company, as and to the extent required by applicable law. Parent and Merger Subsidiary will provide copies of any amendments or supplements to the Offer Documents or the Schedule 14D-1 to the Company prior to any filing of such amendments or supplements with the SEC in order to provide the Company and its counsel with a reasonable opportunity to review and comment thereon. (c) Each of Parent and Merger Subsidiary expressly reserves the right to modify the terms of the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared except that neither Parent nor Merger Subsidiary shall, without the prior written consent of the Company, decrease the consideration payable in the English languageOffer, change the form of consideration payable in the Offer, decrease the number of Shares sought pursuant to the Offer, change or modify the conditions to the Offer in a manner adverse to the Company or holders of Shares, impose additional conditions to the Offer, waive the Minimum Tender Condition, or amend any term of the Offer in any manner adverse to the Company or holders of Shares. Notwithstanding the foregoing, Merger Subsidiary, without the consent of the Company, (i) must extend the Offer may provide that for an aggregate of 10 additional business days after the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy then scheduled expiration date of the Offer Documents prior to their finalization the extent necessary to permit such condition to be satisfied (the "FIRST EXTENSION PERIOD"), (ii) may extend the Offer, if at the end of the First Extension Period any of the conditions to Merger Subsidiary's obligation to accept for payment and mailing pay for their review Shares shall not have been satisfied, until such time as such condition is satisfied or waived and comment. Notwithstanding the foregoing, (iii) may extend the Offer may provide that for any period required by any rule, regulation, interpretation or position of the Offer is only being made in jurisdictions where permitted and that SEC or the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with staff thereof applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer. (bd) The Offer shall expire at Parent will provide or cause to be provided to Merger Subsidiary on a timely basis the Initial Expiry Timefunds necessary to accept for payment, except and pay for, Shares that (i) the Offer may be extended one or more times Merger Subsidiary becomes obligated to a date or dates no later than 60 days following the date on which the Initial Expiry Time occursaccept for payment, at the sole discretion of the Offerorand pay for, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; . (e) Merger Subsidiary shall accept for payment, and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza pay for, Shares deposited under in accordance with the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1;8.01, and subject to the Company having complied with its obligations set forth in Section 1.02(b), Merger Sub shall, and Acquiror shall cause Merger Sub to, on or before the date that is ten (10) Business Days after the date of the execution of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Acquiror to cause Merger Sub to, accept for payment and pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer are subject only to the satisfaction or waiver (if permitted by Section 1.01(c) below) of the conditions set forth in Annex I (the “Offer Conditions”) and are not subject to any other conditions (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement). On the terms and subject to the Offer Conditions, Merger Sub shall, and Acquiror shall cause Merger Sub to, (x) consummate the Offer in accordance with its terms and (y) accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (as defined below) and in compliance with applicable Law (as defined below). The acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Acquiror shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing all funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions (other than the Minimum Condition) are for the sole benefit of Acquiror and Merger Sub, and, to the extent permitted by applicable Law, Acquiror and Merger Sub may waive, to the extent permitted by applicable Law, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Acquiror and Merger Sub only with the prior written consent of the Company. Acquiror and Merger Sub expressly reserve the right to waive, to the extent permitted by applicable Law, any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Acquiror and Merger Sub shall not: (i) subject to Section 3.07, decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition in a manner that is adverse to the holders of Shares, (iv) waive or amend the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereofMinimum Condition, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion amend any other term of the Offer and in a manner that is adverse to the mailing holders of the applicable Offer Documents; Shares, (vi) extend or otherwise change the Caza Expiration Date (as defined below) except as required or permitted by Section 1.01(e), or (vii) provide a “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (d) On the date the Offer is commenced, Merger Sub shall, and Acquiror shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any exhibits, supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. Subject to Section 6.02, the Company hereby consents to the inclusion of the recommendation of the Company Board shall have resolved to recommend that the Caza Shareholders Company’s stockholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse tender all of their Shares pursuant to the Offer; Offer (viithe “Company Board Recommendation”) in the Caza Board Offer Documents. Merger Sub shall, and Acquiror shall cause Merger Sub to, cause the Offer Documents and the filing and dissemination thereof to comply in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Acquiror and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.01(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have issued a Deposit Period News Release become false or misleading in a form satisfactory any material respect, and Acquiror and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Offerorholders of Shares, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply in each case as and to the Offerextent required by applicable Law. Acquiror and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Acquiror, and Merger Sub or their counsel may receive from time to time from the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, SEC or any registration requirement its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the Offeror shares issued pursuant thereto;SEC with respect to the Offer Documents, Acquiror and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Acquiror and Merger Sub shall give reasonable consideration to any comments provided by the Company. Acquiror and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (ixe) no cease trade orderSubject to the terms and conditions set forth in the Offer Documents, injunction or other prohibition the Offer shall exist or have been commenced or threatened against remain open until midnight, New York City time, at the Offeror making end of the Offer, taking up or paying 20th business day (for Caza Shares deposited purposes of this Section 1.01(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; is commenced (xthe “Initial Expiration Date”) no lawor, regulation, policy, judgment, decision, order, ruling or directive (whether or not having if the force period of law) time for which the Offer is open shall have been proposedextended pursuant to, enactedand in accordance with, promulgatedthis Section 1.01(e) or as may be required by applicable Law, amended the time and date to which the Offer has been so extended (the Initial Expiration Date or appliedsuch later time and date to which the Offer has been extended in accordance with this Section 1.01(e) or applicable Law, which in the judgment “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the OfferorOffer Conditions shall not have been satisfied or waived in accordance with this Agreement, acting reasonablyMerger Sub shall, would prohibit the Offeror from making or completing the Offer; (xi) no Person and Acquiror shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing cause Merger Sub to, extend the Offer or have a Material Adverse Effect; for successive periods of not more than twenty (xii20) no Person shall have made an Acquisition Proposal which Business Days per extension (as defined below) (the Caza Board has determined length of such period to be a Superior Proposal; (xiii) determined by Merger Sub), or for such longer period as the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required parties may agree, in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror order to permit the satisfaction of the OfferorOffer Conditions (it being understood, acting reasonablefor the avoidance of doubt, including that the Offer shall not be extended pursuant to this clause (i) if requiredall Offer Conditions have been satisfied or waived in accordance with this Agreement), and (ii) Merger Sub shall, and Acquiror shall cause Merger Sub to, extend the consent Offer for any period required by any applicable Law, rule, regulation, interpretation or position of any regulatory body governing the operations SEC or its staff or rules of Caza with respect the Nasdaq Stock Market applicable to the change Offer; provided that, in the case of control of Caza clauses (i) and (ii), Merger Sub shall not in any direct or indirect transfer of ownership of any license such that event be required to, and without the Offeror Company’s prior written consent shall not, extend the Offer beyond the Outside Date (as defined below). Nothing in this Section 1.01(e) shall be able deemed to continue impair, limit or otherwise restrict in any manner the right of the Company, Acquiror or Merger Sub to operate Caza’s business terminate this Agreement pursuant to Section 8.01. In the event that this Agreement is terminated pursuant to the licenses terms hereof, Merger Sub shall, and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; Acquiror shall cause Merger Sub to, promptly (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to any event within one (1) Business Day of such termination) terminate the Offeror, and without any cost, obligation Offer. If the Offer is terminated or further action required withdrawn by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan DocumentsMerger Sub, or any related security agreement or other agreementthis Agreement is terminated in accordance with Section 8.01, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement acceptance for payment of Shares tendered in connection with the Offer; (xvi) Caza , Merger Sub shall, and Acquiror shall have delivered cause Merger Sub to, promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, all tendered Shares to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);registered holders thereof.

The Offer. (a) The Offeror Subject to the provisions of this Agreement, as promptly as practicable, and in any event no more than ten Business Days, after the date of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all ; provided that Parent and Merger Subsidiary may waive any of the outstanding Caza Shares conditions to the Offer (including any Caza Shares that are issued after other than the date Minimum Condition, which may not be waived without the prior written consent of the Company) and may make changes in the terms and conditions of the Offer and except that, without the prior written consent of the Company, no change may be made to the Expiry Time on form of consideration to be paid, no decrease in the exercise Offer Price or surrender the number of Caza Options Shares sought in the Offer may be made, no change which imposes additional conditions to the Offer or Caza Warrants), on the basis modifies any of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed in any manner adverse to by the parties in writing. The term “Offer” shall include holders of the Offer as it Shares may be amendedmade and neither Parent nor Merger Subsidiary may extend the Offer, varied or extended except in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to Section 2.01(c). (b) On the date of commencement of the Offer, including amendments thereafter Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the "Schedule TO"), which shall comply in all material respects with the provisions of applicable federal securities laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the "Offer Documents"). The Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by Securities Laws or Lawsapplicable federal securities laws. In conducting the Offer, the Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange Act and any other applicable laws necessary to be complied with in connection with the Offer. The Offer Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company's stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.01. The Company and its counsel shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel given a reasonable opportunity to review and its financial advisors with a draft copy of comment on the Offer Documents prior to their finalization filing with the SEC. Parent and mailing Merger Subsidiary agree to provide the Company, and to consult with the Company and its counsel regarding, any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly after receipt thereof and any responses thereto. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for their review use in the Offer Documents if and commentto the extent that it shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by law. (c) The initial scheduled expiration date of the Offer shall be 20 Business Days after the date of its commencement. Notwithstanding the foregoing, Parent and Merger Subsidiary shall have the right to extend the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times from time to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurstime if, at the sole discretion any scheduled expiration date of the OfferorOffer, if any of the conditions of to the Offer set forth in Schedule Annex A are shall not have been satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if waived, until such conditions are satisfied or waived; provided that if any of the conditions to the Offer are not satisfied or waived at on any scheduled or extended expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer, if such condition or conditions could reasonably be expected to be satisfied prior to ten Business Days following the time initial scheduled expiration date of the Offer; provided further that if the conditions set for expiry forth in clauses (x) or (y) of the first sentence of Annex A hereto are not satisfied or waived or the condition set forth in clause (z) of Annex A is not satisfied or waived as a result of the occurrence of any of the events described in subparagraphs (b) or (g) thereon on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall extend the Offer at the request of the Company (but in no event shall Parent and Merger Subsidiary be obligated to extend expiration of the Offer and pursuant to this clause (i) beyond August 15, 2004), (ii) for any period required by any rule, regulation, interpretation or position of the Offeror has, SEC or the staff thereof applicable to the extent legally permittedOffer or any period required by applicable law, concurrently with (iii) on one or before more occasions (all such extension taken up and paid occasions aggregating not more than ten Business Days) beyond the latest expiration that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, all of the conditions to Merger Subsidiary's obligations to accept for all Caza payment Shares then validly are satisfied or waived, but the number of Shares tendered (and not properly withdrawn) pursuant to the Offer, together with Shares then owned by Parent, represents less than 90% of the outstanding Shares on a fully diluted basis; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions provided, however, that Parent's decision to extend the Offer are satisfied or waived such that in the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make case of this clause (iii) shall constitute a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule clauses (d) and (f) on Annex A heretoand of its right to terminate the Agreement under Sections 8.01(b), (d), (j) or (k), (iv) on up to two occasions (for a period not to exceed ten Business Days on each occasion) if an Adverse Market Change shall have occurred and be continuing on the initial or any extended expiration date of the Offer, and (v) for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate (collectively, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn"Subsequent Period") pursuant to Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Parent and Merger Subsidiary shall also have the right to extend the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereofaccordance with Section 8.01(f). (d) The Offeror will instruct Subject to the depositary under terms and conditions of the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably requestthis Agreement, as Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the number of Caza Offer as soon as possible after the expiration thereof; provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any Subsequent Period. Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the funds necessary to purchase any Shares that have been tendered (and not withdrawn) under Merger Subsidiary becomes obligated to purchase pursuant to the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall Price may be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed increased by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) Parent without the consent of any regulatory body governing the operations of Caza with respect to Company, in which case the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror Offer shall be able to continue to operate Caza’s business pursuant to extended, without the licenses and authorizations consent of Caza post-closing in a similar fashion and with the same license terms and conditions Company, as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);applicable law.

The Offer. The Holdings Borrower shall: (a) The Offeror shallcomply with the Financial Services Act of 1986 and the Companies Act 1985 and all other applicable laws and regulations relevant in ▇▇▇ ▇▇▇▇ext of the Recommended Cash Offers, including (subject to any waivers by the terms Panel) compliance in all material respects with the Code and conditions of this Agreement, make an offer (the “Offer”) to purchase all Listing Rules of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.London Stock Exchange; (b) The Offer shall expire at provide the Initial Expiry TimeAdministrative Agent (in sufficient copies for the Lenders) with copies of all material documents, except that (i) the Offer may be extended one notices or more times to a date announcements received or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth issued by it in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior relation to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with Recommended Cash Offers (whether dated or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied issued after or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following date hereof) and with such other information regarding the date that such Caza Shares are taken up by progress of the Offeror.Recommended Cash Offers as it may reasonably request; (c) The Offeror maysave as required by the Code or any law or regulation, not issue any press release or make any statement or announcement during the course of the Recommended Cash Offers which contains any information or statement concerning the Credit Documents or the Finance Parties without first obtaining the prior approval of the information or statement from the Administrative Agent; (d) promptly give notices under Section 429 of the Companies Act 1985 in its sole discretion, vary respect of the Ordinary Shares upon the conditions cont▇▇▇▇▇ ▇▇ the Companies Act 1985 for the giving of those notices being satisfied; (e) not increase the price per Share under the Recommended Cash Offers above the level agreed between the Holdings Borrower and the Lender from time to time unless required by law or by order of court; (f) not waive any condition, or amend any material term or condition of the Offer for Recommended Cash Offers unless the Administrative Agent has given its benefitprior consent, provided that the Offeror Administrative Agent shall consent in respect of any waiver the Panel requires the Holding Borrower to give pursuant to Rule 13 of the Code; (g) not, without the prior consent of Caza: (i) impose conditions the Administrative Agent, declare the Recommended Cash offers unconditional as to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form acceptances unless valid acceptances of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that Recommended Cash Offers have been tendered received in respect of Shares which amount to more than 90 per cent of the Shares (and not withdrawncomprising more than 90 per cent of the voting rights attaching to all shares in the Sterling Borrower) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to issue at the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transactiondeclaration; and (bh) each not purchase any Shares if to do so would mean that it must make a mandatory offer under Rule 9 of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Code.

The Offer. (a) The Offeror Within ten business days (as such term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, “Business Days”) after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub to, (and the Company shall cooperate with Merger Sub to) commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) an offer to purchase all outstanding shares of Common Stock of the Company at the purchase price of $16.00 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, on the date of commencement of the Offer but after affording the Company and its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and cause such documents to be disseminated to holders of shares of Common Stock, as required by Rule 14d-4 promulgated under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall consummate the Offer, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer hereof and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Sharethereof. The Offer shall be made Documents will comply in accordance all material respects with this Agreement, Securities Laws and the provisions of all applicable Law, and shall be subject only Federal securities Laws. Subject to the conditions set forth in Schedule A hereto terms and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date this Agreement and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A heretoAnnex B hereto (the “Tender Offer Conditions”), the Offeror Parent shall cause Merger Sub to, and Merger Sub shall, upon the expiration of the Offer, accept for payment, and pay for (after giving effect to the extent legally permittedany required withholding or stock transfer Tax), take-up all Caza Shares shares of Common Stock validly tendered (and not properly withdrawn) pursuant to the Offer at and not validly withdrawn on the Expiry Time Acceptance Date. The obligation of Merger Sub to accept for payment and shall to pay for any shares of Common Stock validly tendered shall be subject solely to the satisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such seller. No shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up of Common Stock held by the OfferorCompany or its Subsidiaries shall be tendered pursuant to the Offer. (cb) The Offeror mayParent on behalf of Merger Sub expressly reserves the right from time to time, subject to Section 1.1(c) and Section 1.1(d), in its sole discretion, vary or to waive any term Tender Offer Condition, to increase the Per Share Amount or condition to make any other changes in the terms and conditions of the Offer for its benefitOffer; provided, provided that the Offeror shall not, without the prior written consent of Caza: the Company, Merger Sub shall not (i) decrease the Per Share Amount or change the form of consideration payable in the Offer (other than by adding consideration), (ii) decrease the number of shares of Common Stock to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex B), (iv) impose additional conditions to the Offer or modify any conditions to the Offer in a manner adverse to the holders of shares of Common Stock, (v) make any change in the Offer that would require an extension or delay of the then current Expiration Date; provided, however, that this clause (v) shall not limit the right of Parent and Merger Sub to extend the Expiration Date as required or permitted by Section 1.1(d), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, except for those conditions set forth in Schedule A hereto; the Minimum Condition) or (iivii) change the form modify or amend any other term of the Offer, in the case of clauses (vi) and (vii), in any manner adverse to the holders of shares of Common Stock in their capacities as holders of shares of Common Stock. (c) No agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company SEC Filings that is included or incorporated by reference in, the Offer Documents. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect. Parent and Merger Sub shall cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be promptly disseminated to the Company’s stockholders, in each case as and to the extent required by applicable Federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto) before they are filed with the SEC. Parent and Merger Sub shall give reasonable and good faith consideration to any comments or other additions, deletions or changes made by the Company and its counsel with respect to any Offer Documents. Parent and Merger Sub shall provide the Company with (in writing, if written), and shall consult with the Company regarding, any comments (written or oral) that may be paid for each Caza Share (unless received by Parent, Merger Sub or their counsel from the consideration includes consideration in addition SEC or its staff with respect to the consideration required Offer Documents promptly after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to be offered pursuant to review and comment upon any proposed responses before they are filed with the provisions hereof)SEC. (d) The Offeror will instruct initial expiration date of the depositary Offer shall be at midnight, New York City time, on the 20th Business Day following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to advise Caza from and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 7.1 hereof. Notwithstanding the foregoing, unless this Agreement is terminated in accordance with ARTICLE SEVEN, Merger Sub, without Parent or Merger Sub obtaining the consent of the Company, (i) shall extend the Expiration Date for any period required by the rules and regulations of the SEC or the NYSE AMEX (“NYSE AMEX”) applicable to the Offer, including in connection with an increase in the Per Share Amount, (ii) shall extend the Expiration Date if, on any then scheduled Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by Parent, for such periods of up to ten Business Days at a time to (or such other period as shall be approved by the Company) which such period of time as Caza Merger Sub may deem reasonably request necessary, but, except as provided in Section 1.1(d)(iii) or as required by the rules and in such manner as Caza may reasonably request, as regulations of the SEC or NYSE AMEX applicable to the Offer (including in connection with an increase in the Per Share Amount), in no event may the Expiration Date be extended pursuant to this clause (ii) to a date later than the Outside Date, and (iii) may extend the Expiration Date beyond the Outside Date for up to a period not to exceed the 13th Business Day after the last to occur of any date on which (w) the Company shall have publicly announced the receipt of an Acquisition Proposal in the event such announcement is made less than ten Business Days prior to the Outside Date, (x) the Company publicly announces its reaffirmation of its approval or recommendation of the Offer following the public announcement of the receipt of any Acquisition Proposal in the event that such reaffirmation or announcement is made less than ten Business Days prior to the Outside Date, (y) an Adverse Recommendation Change has occurred less than ten Business Days prior to the Outside Date or (z) the Company advises Parent of an Acquisition Proposal in accordance with Section 5.3(d) if such advisement is received by Parent less than ten Business Days prior to the Outside Date. Except as expressly provided in this Section 1.1(d), Parent shall not extend the Offer if all of the Tender Offer Conditions are satisfied or waived and it is permitted under applicable Law to accept for payment and pay for validly tendered shares of Common Stock that are not validly withdrawn. Nothing in this Section 1.1(d) shall affect any termination rights in ARTICLE SEVEN. (e) In the event the Acceptance Date occurs but Merger Sub does not acquire a sufficient number of Caza Shares that have been shares of Common Stock to enable a Short-Form Merger to occur pursuant to Section 2.7 hereof, Merger Sub may (in its sole discretion), until the Outside Date, provide a “subsequent offering period” for a number of days to be determined by Parent but not less than three nor more than 20 Business Days in accordance with Rule 14d-11 promulgated under the Exchange Act. (f) Promptly upon the satisfaction or waiver by Merger Sub of the Tender Offer Conditions in accordance with Section 1.1(b), Parent shall cause Merger Sub to, and Merger Sub shall, (i) as soon as practicable after the Expiration Date, accept for payment and pay for all shares of Common Stock validly tendered (and not withdrawnproperly withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (ii) under on the Acceptance Date, deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Per Share Amount for all such accepted shares of Common Stock and (iii) as soon as practicable following such deposit, cause the Paying Agent to pay for all shares of Common Stock so accepted for payment. Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (eg) The Offeror’s obligation Promptly after the Acceptance Date, the Company shall take all action requested by Parent necessary to make the Offer and elect to deliver the Offer Documents to the Caza Shareholders is conditional upon: (ibe treated as a “controlled company” as defined by Section 801(a) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in NYSE AMEX Company Guide and make any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities necessary filings and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection disclosures associated with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);status.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Article VI, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as reasonably practicable but in no event later than the date that is ten (10) days after the date of the initial public announcement of this Agreement, commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any Shares pursuant to the Offer is subject only to the satisfaction or waiver (as provided in Section 12.1;1.1(c)) of the conditions set forth in Annex A (the “Offer Conditions”) (without limiting the right of Merger Sub to terminate, extend or modify the Offer in accordance with the terms of this Agreement) and not to any other conditions. On the terms and subject to the Offer Conditions and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer (the “Tendered Shares”) as soon as practicable after the Expiration Date (provided that if the Expiration Date is the Outside Date, such acceptance shall occur on the Outside Date) and in compliance with applicable Law. The acceptance for payment of Shares pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on the date of the Offer Closing funds necessary to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer and this Agreement. (c) The Offer Conditions are for the sole benefit of Parent and Merger Sub, and Parent and Merger Sub may waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Condition, which may be waived by Parent and Merger Sub only with the prior written consent of the Company. Parent and Merger Sub expressly reserve the right to waive any of the Offer Conditions, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not: (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend any Offer Condition, (iv) waive or amend the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereofMinimum Condition, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion amend any other term of the Offer and in a manner that is adverse to the mailing holders of the applicable Offer Documents; Shares, or (vi) extend (or make any other amendment that would have the Caza effect of extending) the Expiration Date (as defined below) except as required or permitted by Section 1.1(e). (d) On the date the Offer is commenced, Merger Sub shall, and Parent shall cause Merger Sub to, file with the U.S. Securities and Exchange Commission (the “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to be disseminated to the holders of Shares as, and to the extent, required by applicable Law. The Company hereby consents to the inclusion of the recommendation of the Company Board shall have resolved to recommend that the Caza Shareholders Company’s stockholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse tender their Shares pursuant to the Offer; Offer (viithe “Company Recommendation”) in the Caza Board Offer Documents provided that there has not been a Company Adverse Recommendation Change or an Intervening Event Recommendation Change. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply as to form in all material respects with the requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Shares that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(d), including communication of the Offer to the record and beneficial holders of Shares. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have issued a Deposit Period News Release become false or misleading in a form satisfactory any material respect, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Offerorholders of Shares, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply in each case as and to the Offerextent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel in writing with any written comments (and shall orally describe any oral comments) that Parent, and Merger Sub or their counsel may receive from time to time from the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, SEC or any registration requirement its staff with respect to the Offer Documents promptly after receipt of such comments. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the holders of Shares, or responding to any comments of the Offeror shares issued pursuant thereto;SEC with respect to the Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (ixe) no cease trade orderSubject to the terms and conditions set forth in the Offer Documents, injunction or other prohibition the Offer shall exist or have been commenced or threatened against remain open until 12:01 a.m., New York City time, on the Offeror making the Offer, taking up or paying twenty-first (21st) business day (for Caza Shares deposited purposes of this Section 1.1(e) calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; is commenced (xthe “Initial Expiration Date”) no lawor, regulation, policy, judgment, decision, order, ruling or directive (whether or not having if the force period of law) time for which the Offer is open shall have been proposedextended pursuant to, enactedand in accordance with, promulgatedthis Section 1.1(e) or as may be required by applicable Law, amended the time and date to which the Offer has been so extended (the Initial Expiration Date or appliedsuch later time and date to which the Offer has been extended in accordance with this Section 1.1(e), which in the judgment “Expiration Date”). Notwithstanding the foregoing, (i) if, on the then-effective Expiration Date, any of the OfferorOffer Conditions have not been satisfied or waived, acting reasonablyMerger Sub shall, would prohibit the Offeror from making or completing the Offer; (xi) no Person and Parent shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing cause Merger Sub to, extend the Offer or have a Material Adverse Effect; for successive periods of not more than five (xii5) no Person shall have made an Acquisition Proposal which business days (the Caza Board has determined length of such period to be a Superior Proposal; (xiii) determined by Parent or Merger Sub in their sole discretion), or for such longer period as the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required parties may agree, in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror order to permit the satisfaction of the OfferorOffer Conditions, acting reasonableand (ii) Merger Sub shall, including (if required) and Parent shall cause Merger Sub to, extend the consent Offer for any period required by any rule, regulation, interpretation or position of any regulatory body governing the operations of Caza with respect SEC or its staff applicable to the change Offer or necessary to resolve any comments of control the SEC or its staff applicable to the Offer or the Offer Documents; provided that, in the case of Caza clauses (i) and (ii), Merger Sub shall not in any direct or indirect transfer of ownership of any license such that event be required to, and without the Offeror Company’s prior written consent shall not, extend the Offer beyond the Outside Date. Except as provided in the immediately preceding sentence, Parent and Merger Sub shall not extend the Offer. Nothing in this Section 1.1(e) shall be able deemed to continue impair, limit or otherwise restrict in any manner the right of the Company, Parent or Merger Sub to operate Caza’s business terminate this Agreement pursuant to Article VI. In the event that this Agreement is terminated pursuant to the licenses terms hereof, Merger Sub shall, and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; Parent shall cause Merger Sub to, promptly (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to any event within one (1) business day of such termination) terminate the Offeror, and without any cost, obligation Offer. If the Offer is terminated or further action required withdrawn by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan DocumentsMerger Sub, or any related security agreement or other agreementthis Agreement is terminated in accordance with Article VI, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement acceptance for payment of Shares tendered in connection with the Offer; (xvi) Caza , Merger Sub shall, and Parent shall have delivered cause Merger Sub to, promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered Shares to the Offeror, registered holders thereof. Merger Sub shall not withdraw the Offer unless this Agreement has been terminated in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment accordance with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Article VI.

The Offer. The Merger Agreement provides that Purchaser, as assignee to all the rights and obligations of Flowers Bakeries under the Merger Agreement, will commence the Offer as promptly as practicable (aand in any event within 10 business days) The Offeror shall, after the execution of the Merger Agreement. Purchaser’s obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15 — “Certain Conditions of the Offer.” Subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15 — “Certain Conditions of the Offer,” the Merger Agreement provides that Purchaser will accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer as promptly as practicable on or after the Expiration Date. Parent and Purchaser expressly reserved the right to increase the Offer Price, to make other changes in the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the waive conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter except that Tasty Baking’s prior written approval is required for Parent and Purchaser to: • reduce the number of Shares subject to the Offer; • reduce the Offer Price; • change, modify or waive the Minimum Condition; • add to the conditions to the Offer, other than the Minimum Condition, or modify or change any condition to the Offer in a manner adverse in any material respect to any of Tasty Baking’s shareholders; • except as required by Securities Laws or Laws. The Offer shall be prepared provided for in the English language. Notwithstanding Merger Agreement, extend or otherwise change the foregoingexpiration date of the Offer; • change the form of consideration payable in the Offer; or • amend, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy modify or supplement any other term of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result a manner adverse in any material cost respect to Tasty Baking’s shareholders. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer. Specifically, the Merger Agreement provides that: • Purchaser will extend the Offer to the Offerorextent required by applicable law or the rules, regulations, interpretations or positions of the SEC or its staff. No fractional Offeror Shares will be issued. Any holder • Purchaser may extend the Offer for successive periods of Caza Shares that would otherwise be entitled up to 10 business days each (or for a fractional Offeror Share will be entitled period up to receive 20 business days with Tasty Baking’s prior written consent) until the nearest whole number of Caza Shares. In calculating such fractional interestOutside Date, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire if at the Initial Expiry Time, except that (i) then scheduled Expiration Date all of the conditions to the Offer may be extended have not been satisfied or waived by Parent or Purchaser. • Purchaser will extend the Offer on one or more times occasion for a period of up to a date or dates no later than 60 7 business days following if requested by Tasty Baking until the date on which the Initial Expiry Time occursOutside Date, if at the sole discretion then scheduled Expiration Date all of the Offeror, if the conditions of to the Offer set forth have not been satisfied or waived by Parent or Purchaser. After acceptance for payment of Shares in Schedule A are the Offer, Purchaser may provide a Subsequent Offering Period not satisfied at the date and time at which the Offer would otherwise expire to exceed 10 business days in accordance with its terms or if such conditions are satisfied or waived at or Rule 14d-11 under the Exchange Act. Purchaser is required 19 Table of Contents to immediately accept for payment, and promptly pay for, all Shares validly tendered in any Subsequent Offering Period. Purchaser has agreed that it will not terminate the Offer prior to any scheduled Expiration Date without the time set for expiry written consent of Tasty Baking, except if the Merger Agreement is terminated pursuant to its terms. If Purchaser terminates or withdraws the Offer in accordance with the terms of the Merger Agreement or the Merger Agreement is terminated pursuant to its terms, then Purchaser is required to promptly terminate the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for Depositary will return all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; 9.1 and the Company is prepared in accordance with Section 2.2(a) to file with the SEC, and to disseminate to the Stockholders, the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable (ivbut in no event later than 10 Business Days) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to after the date hereof, Merger Sub shall, and none Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act), the Offer. (b) The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and pay for any shares of Company Common Stock pursuant to the Offer are subject to the terms and the satisfaction or waiver (as provided in Section 2.1(c) below) of the Lock-up Agreements shall have been breached conditions set forth in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; Annex I (v) the Offeror shall have received from all applicable government entities “Offer Conditions”). On the terms and regulatory authorities, including from subject to the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the mailing Offer (the “Tendered Shares”) promptly on or after the Expiration Date (and in any event within three business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act)). The acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the applicable Offer Documents;is referred to in this Agreement as the “Offer Closing,” and the date and time at which the Offer Closing occurs is referred to in this Agreement as the “Acceptance Time.” Parent shall provide, or cause to be provided, to Merger Sub on a timely basis funds necessary to purchase and pay for any and all shares of Company Common Stock that Merger Sub becomes obligated to accept for payment and purchase pursuant to the Offer. Parent and Merger Sub shall, and each of Parent and Merger Sub shall ensure that all of their respective controlled Affiliates shall, tender any shares of Company Common Stock held by them into the Offer. (vic) Parent and Merger Sub expressly reserve the Caza Board shall have resolved right to recommend that the Caza Shareholders accept waive any of the Offer Conditions other than the Minimum Condition, to increase the Offer Price or to make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided that, unless otherwise provided in this Agreement or previously approved by the Company in writing, Parent and Merger Sub shall not have withdrawn such recommendation not: (i) decrease the Offer Price or changedchange the form of consideration payable in the Offer, modified (ii) decrease the maximum number of shares of Company Common Stock subject to or qualified such recommendation sought to be purchased in the Offer, (iii) impose conditions on the Offer in addition to the Offer Conditions or amend, modify or supplement any condition in a manner adverse to the Offer;Stockholders, (iv) waive, modify or amend the Minimum Condition, (v) amend any other term of the Offer in a manner that is materially adverse to the Stockholders or (vi) extend or otherwise change the Expiration Date except as required or permitted by Section 2.1(e). The Offer may not be terminated prior to the Expiration Date, unless this Agreement is terminated or withdrawn in accordance with Section 9.1. (viid) On the Caza Board date the Offer is commenced, Merger Sub shall, and Parent shall have issued cause Merger Sub to, file with the SEC a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply Tender Offer Statement on Schedule TO with respect to the Offer, which Tender Offer Statement shall include an offer to purchase, letter of transmittal, summary advertisement and other required ancillary offer documents (such Schedule TO and the Offeror documents included therein pursuant to which the Offer will not be subject made, together with any supplements or amendments thereto, the “Offer Documents”) and cause the Offer Documents to dual compliance be disseminated to the Stockholders to the extent required by applicable Law. The Company hereby consents to the inclusion of the Company Recommendation in the Offer Documents. Merger Sub shall, and Parent shall cause Merger Sub to, cause the Offer Documents to comply in all material respects with the tender-offer regimes in Canada Exchange Act, the rules and regulations thereunder, and other requirements of applicable Law. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company, the Company Subsidiaries and the United States Stockholders that may be required to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 2.1(d), including communication of Americathe Offer to the record and beneficial Stockholders. Each of the parties agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and to correct any material omissions therefrom, and Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to the Stockholders, in each case as and to the extent required by applicable Law. Parent and Merger Sub shall provide the Company and its counsel with any comments (including a summary of any oral comments) that Parent, Merger Sub or any registration requirement their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Except from and after a Company Adverse Recommendation Change or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with any disclosures by Parent or Merger Sub in response to any public announcement expressly permitted by Section 7.8(f), prior to the making or completion filing of the Offer; Offer Documents (xivincluding any amendment or supplement thereto) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making SEC or completing the Offer by the Offeror dissemination thereof to the satisfaction Stockholders, or responding to any comments of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza SEC with respect to the change Offer Documents, Parent and Merger Sub shall provide the Company with a reasonable opportunity to review and comment on such Offer Documents or response, and Parent and Merger Sub shall give reasonable consideration to any comments provided by the Company. Parent and Merger Sub shall use reasonable best efforts to respond promptly to any such SEC comments. (e) Unless extended or earlier terminated pursuant to and in accordance with the terms of control this Agreement, the Offer shall remain open until midnight, New York City time, at the end of Caza the 20th business day (for purposes of this Section 2.1(e), calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, this Agreement or as may be required by applicable Law, the time and date to which the Offer has been so extended (the Initial Expiration Date or such later time and date to which the Offer has been extended in accordance with this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (i) if on the then-effective Expiration Date, the Minimum Condition has not been satisfied or any direct of the other Offer Conditions have not been satisfied or indirect transfer waived by Parent or Merger Sub if permitted hereunder, then Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer on one or more occasions in consecutive increments of ownership not more than 10 Business Days each (the length of such period to be determined by Parent and Merger Sub in their discretion), or for such longer period as the parties may agree in order to permit the satisfaction of such Offer Conditions (subject to the right of Parent or Merger Sub to waive any license Offer Conditions, other than the Minimum Condition); provided that, if all Offer Conditions other than the Minimum Condition have been satisfied or waived, Merger Sub shall not be required to extend the Offer pursuant to this clause (i) for more than 20 Business Days and (ii) Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for the minimum period required by applicable Law, interpretation or position of the SEC or its staff or NASDAQ or its staff; provided that Merger Sub shall not in any event be required to extend the Offer beyond the Outside Date. In the event that this Agreement is validly terminated pursuant to Section 9.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within 24 hours of such that termination), irrevocably and unconditionally terminate the Offeror Offer, shall be able to continue to operate Caza’s business not acquire any shares of Company Common Stock pursuant to the licenses Offer and authorizations shall cause any depositary acting on behalf of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior Merger Sub to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns)return, in writing and in a form acceptable accordance with applicable Law, all Tendered Shares to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);registered holders thereof.

The Offer. 4.1 The Offer is made in respect of and comprises any and all Shares, but the Company shall not be entitled to accept the Offer in respect of any of its treasury shares. 4.2 Subject only to: (a) The Offeror shall, subject to the terms and conditions Offeror’s receipt of this Agreement, make an offer (the “Offer”) to purchase all a final approval of the outstanding Caza Shares Draft Offer Document (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect amended pursuant to Clause 4.4 hereof) from the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.DFSA; and (b) The Offer shall expire at simultaneous Publication of the Initial Expiry TimeBoard Recommendation in accordance with Clause 6.1 hereof; Parent hereby warrants, except undertakes and covenants to the Company and the Board that (i) the Offeror will make the Offer and Publish the Offer Document as soon as possible following the final approval by the DFSA of the Draft Offer Document (as may be extended one amended pursuant to Clause 4.4) in accordance with all applicable law, rules and regulations and (ii) it has, and that the Offeror will have, all necessary corporate approvals in accordance with its constituent documents, articles of association and other corporate documentation as well as applicable law, rules and regulations necessary in order for Parent, through its control as sole direct or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion indirect shareholder of the Offeror, if and the conditions Offeror to make and (subject only to satisfaction or waiver of the Offer set forth in Schedule A are not satisfied at Conditions) to Complete the date Offer. Furthermore, the Offeror hereby warrants, undertakes and time at which covenants to the Company and the Board that the Offeror will make the Offer would otherwise expire and Publish the Offer Document as soon as possible following the final approval by the DFSA of the Draft Offer Document (as may be amended pursuant to Clause 4.4) in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer all applicable law, rules and the Offeror hasregulations, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under when making the Offer, the Offeror will have all necessary corporate approvals in accordance with its constituent documents, articles of association and other corporate documentation as well as with applicable law, rules and regulations necessary in order for it to make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered (subject to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, Conditions) to Complete the Offer. 4.3 Parent and the Offeror shallwarrant, undertake and covenant to the extent legally permittedCompany and the Board that: (a) The Offer is being made for the Offeror’s own account and on behalf of Parent; and (b) Neither the Offeror nor Parent has entered into any agreement, takeletter of intent, or understanding (whether orally or in writing), nor has the Offeror or Parent had any discussions, with any third party (other than the Offeror or Affiliates of the Offeror) that such third party (i) shall become a co-up all Caza Shares validly tendered shareholder, directly or indirectly, in the Company or any Group company, or (and not properly withdrawnii) pursuant to shall acquire any assets, directly or indirectly, of or from the Group, following Completion. 4.4 The terms of the Offer at are set out in the Expiry Time Draft Offer Document. The terms and conditions of the Offer shall pay for such shares as soon as practicable thereafternot be amended without the consent of the Board, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror.except: (ca) The That the Offeror mayshall have the right, in its sole discretion, vary to (i) increase the Per Share Offer Price to be paid by Offeror pursuant to the Offer or waive any term or condition otherwise improve the terms of the Offer for its benefitin favour of the Company’s shareholders as compared with the Draft Offer Document, (ii) amend the Minimum Acceptance to reduce the amount of Shares required to satisfy such Condition (but not below 80 per cent of the Shares disregarding the Company’s treasury shares, if any, at the expiration of the Offer Period) without the consent of the Board, (iii) extend the Offer Period in accordance with Clause 4.7 below, and (iv) waive any of the other Conditions, in each case (except as provided that the Offeror shall not, in (ii) above) without the prior written consent of Caza: the Board; (b) If the DFSA requests changes to the Draft Offer Document in order for the DFSA to approve the Draft Offer Document in accordance with the Take Over Order, in which case (i) impose conditions each of the Parties reserves the right, in its sole discretion after consultation with the other Parties, to independently verify or challenge the Offer except for those conditions set forth in Schedule A hereto; or DFSA’s position, (ii) change the form Parties shall in good faith negotiate any required changes in the Draft Offer Document and this Agreement, it being agreed and understood that this Agreement and the terms and conditions of the consideration to be paid for each Caza Share (unless Offer set out in the consideration includes consideration in addition Draft Offer Document and this Agreement shall remain as intact and as close as legally permissible to the consideration required contents thereof originally intended by the Parties and (iii) the Board reserves, in accordance with Clause 6.1, its right not to issue the Board Recommendation; and (c) In case of any discrepancies or inconsistencies between the terms of the Offer set out in this Agreement and in the Draft Offer Document (or if the Draft Offer Document is not completed at the signing of this Agreement), this Agreement shall prevail and the Draft Offer Document shall be offered pursuant amended and completed accordingly. The Parties agree that in the event of any inconsistencies between the English and any Danish version of the Draft Offer Document, the wording of the English version shall prevail until the earlier of the point in time when (i) the Parties agree on the wording of the Danish version of the Draft Offer Document and (ii) the Danish version of the Draft Offer Document has been finally approved by the DFSA, and the Danish version of the Offer Document shall prevail from that point in time. 4.5 Parent and the Offeror hereby represent to the provisions hereof). Board (dincluding each individual member thereof) The Offeror will instruct and the depositary under Executive Management that the content of the Offer Document (other than information provided by the Company and its Representatives specifically for insertion into the Offer Document, which shall include information made public by the Company) shall be, in all material respects, true, correct and not misleading. The Board (and each individual member of the Board) and the Executive Management shall be entitled to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as disclose this representation to the number public and/or any court of Caza Shares that have been tendered (competence if any claims or criticism are raised against the Board Recommendation or otherwise against the Board’s and not withdrawn) under the Executive Management’s involvement in the Offer and the process leading to the making and Publication of the Offer. 4.6 The Offer is and will be subject to and conditional upon the following, and only the following, conditions (ethe “Conditions”) The being satisfied, or waived by Offeror’s obligation to make , acting in accordance with this Agreement and otherwise in its sole discretion, as of the expiry of the Offer Period (or, in the case of subclause (b), immediately following such event): (a) That the Offeror owns, or has received valid acceptances of the Offer, in respect of an aggregate of more than 90 per cent of the Shares (excluding the Company’s treasury shares, if any) and to deliver voting rights in the Company as of the expiry of the Offer Documents to Period (the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time“Minimum Acceptance”); (iib) Caza shall That the Board has not have breached withdrawn or modified the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation Recommendation in a manner adverse to the Offeror or the Offer (it being agreed that the (i) Board recommending the Company’s shareholders to accept an Acquisition Proposal or (ii) failing to express an overall recommendation of the Offer as compared to the Acquisition Proposal, in each case in a statement issued by the Board in relation thereto pursuant to section 14 of the Take Over Order, shall be deemed to be an adverse recommendation to the Offeror and the Offer); (viic) That there is no change in or binding undertaking to amend or change the Caza share capital of the Company or its articles of association and that there have been no announcements of proposals of the Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonablyrelation hereto; (viiid) That the tender offer rules under Company does not (and does not agree to) sell or in any other way dispose of any of its holding of treasury shares (except for any such disposals, prior to the securities Laws expiry of the United States Offer Period, in connection with the exercise of America will any of the share options set out in Schedule 12); (e) That the Company does not apply (and does not agree to) issue any or authorize the issuance of any securities in respect of, exercisable or exchangeable for, directly or indirectly convertible into, in lieu of or in substitution for shares of the Company; (f) That the Offeror has obtained any necessary approvals and clearances from the relevant competition authorities in the European Union and China to Complete the Offer, and the Offeror will not be subject to dual compliance with applicable waiting period under the tender▇▇▇▇-offer regimes in Canada and the United States ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of America1976, as amended, has expired or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant theretobeen terminated; (ixg) no cease trade order, injunction That Completion is not precluded or other prohibition shall exist materially threatened or have been commenced impeded by any legislation adopted after the date of this Agreement or threatened against the Offeror making the Offer, taking up by any decision of a court or paying for Caza Shares deposited under the Offer or completing governmental authority of competence on a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or basis which is not related to any filing and/or submission of information having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making made or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or given as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior order to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with Complete the Offer; (xvih) Caza That after the date of this Agreement neither the Company nor any of its Subsidiaries have entered into any agreements or commitments, whether in one or more transactions, involving (i) divestitures of any business or tangible or intangible assets (other than such assets as are sold as part of the Group’s ordinary course of business), or (ii) acquisitions of any business (including any assets comprising a business) or securities, whether through a merger, demerger, contribution (including to a joint venture) or otherwise, in either case for an aggregate amount or an enterprise value in excess of DKK 250,000,000 in any transaction or related series of transactions or DKK 500,000,000 in the aggregate or which would have the effect of preventing the Offeror from obtaining the approvals for Completion referred to in Clause 4.6(f) or (iii) acquisitions of any business or operations outside of the enzymes and specialty food and feed ingredients businesses currently conducted by the Group; (i) That the Company has not breached its obligations pursuant to Clause 8.6 in a manner which is material to the Company and its Subsidiaries, taken as a whole; it being agreed and understood that any events, matters or circumstances beyond the reasonable control of the Company or arising of out applicable law, rules and regulations or any contractual arrangement, agreements or instruments to which any member of the Group or its assets are bound shall not be taken into account when determining whether this Condition is fulfilled or not; and (j) That no Material Adverse Effect shall have delivered occurred after the date of this Agreement. 4.7 In the event that at the time the Offer would otherwise be scheduled to expire (i) any of the Conditions have not been satisfied or waived, (ii) a “competing bid” (as such term is defined in the Take Over Order, article 16) has been publicly announced and not withdrawn, (iii) the Minimum Acceptance is waived or amended in accordance with Clause 4.4(a), or (iv) such action is required by applicable law, rules or regulations, the Offeror may extend the Offer Period from time to time beyond such Offer expiration date in accordance with applicable law, rules and regulations (it being understood and agreed that (a) in the event that a competing bid has been publicly announced and not withdrawn, Offeror may extend the Offer Period so that it expires simultaneously with the expiry of the offer period (or any extensions thereof) for such competing bid and (b) in the event the Minimum Acceptance is waived or amended in accordance with Clause 4.4(a), Offeror may extend the Offer Period so at least 14 days remain in the Offer Period after such waiver or amendment or as otherwise required by applicable law, rules or regulations). Without limiting the preceding sentence, the Offeror shall be obligated to extend the Offer Period (including by way of applying for any possible extension of the Offer Period in accordance with the Take Over Order) (i) if at the expiration thereof all Conditions (other than the Conditions set forth in Clauses 4.6(a), 4.6(f) or 4.6(g)) have been satisfied or waived and, at such time, either the Condition in Clause 4.6(f) and/or the Condition in Clause 4.6(g) is not satisfied, or (ii) one time following announcement that the Conditions set forth in Clause 4.6(f) and 4.6(g) have been satisfied. Any extension by the Offeror shall be for a period such that, after giving effect to the Offerorextension, a period of no less than the longer of 14 calendar days and 10 Business Days remains in the Offer. Notwithstanding anything in this Agreement to the contrary, the Offeror may not, and shall not be required to, extend the Offer Period beyond 31 October 2011, unless otherwise agreed to by the Parties, and the Offer shall terminate on such date (if not theretofore terminated or expired). For the avoidance of doubt, the Offer Period may be extended by one or more occasions. 4.8 In the event a competing bid (as such term is defined in the Take Over Order, article 16) is publicly made by a third party (i) at a price higher than the Per Share Offer Price or (ii) on terms otherwise more favourable to the shareholders of the Company when compared to the Offer and, in the case of clause (ii), the Board has recommended such competing bid (and in any such case, the Offeror has not matched such competing offer after a form satisfactory to period of five (5) Business Days), any acceptances of the Offer shall be cancelled. Except as otherwise provided above, shareholder acceptances of the Offer may not be withdrawn or cancelled without the consent of the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued within ten business days after the date of this Agreement, the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer. On the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and prior this Agreement, the Purchaser shall accept for payment all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Expiry Time on Offer as soon as practicable after the exercise or surrender Expiration Date and shall pay the Offer Price for all such shares of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza ShareCompany Common Stock as soon as practicable after acceptance and in compliance with applicable laws. The obligation of the Parent and the Purchaser to accept for payment and pay the Offer Price for shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed Annex I to by this Agreement (the parties in writing“Offer Conditions”). The term “Offer” shall include first time that the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror Purchaser accepts for payment shares of Company Common Stock validly tendered and Caza shall cooperate in making on a timely basis any filings with respect not properly withdrawn pursuant to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of referred to herein as the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated“Acceptance Time.” (b) The initial expiration date of the Offer shall expire at be the 20th business day after commencement of the Offer (determined in accordance with Rules 14d-1(g)(3) and 14d-2 under the Exchange Act) (such date and the time on which the Offer expires on such date, the “Initial Expiry TimeExpiration Date”). The Purchaser expressly reserves the right, except that subject to compliance with the Exchange Act, to waive, amend or modify any term or condition of the Offer in its sole discretion; provided, however, that, without the prior written consent of the Company, the Purchaser shall not: (i) change the form of consideration payable in the Offer, decrease the Offer may be extended one Price or more times to a date or dates no later than 60 days following decrease the date on which the Initial Expiry Time occurs, at the sole discretion number of the Offeror, if the conditions shares of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) Company Common Stock sought pursuant to the Offer; and ; (ii) if extend the Statutory Minimum Condition is satisfied Expiration Date except (A) as required by applicable law (including for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the other conditions “SEC”) or the staff thereof), (B) that if, immediately prior to the scheduled Expiration Date, any condition to the Offer are has not been satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offerwaived, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror Purchaser may, in its sole discretion, vary extend the Expiration Date for one or waive any term or condition more periods (not in excess of ten business days each) but in no event later than the Offer for its benefitOutside Date, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (iiC) change the form of in connection with an increase in the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, so as to comply with applicable rules and regulations of the number SEC; provided, however, that, subject to the right of Caza Shares the Parent and the Purchaser to terminate this Agreement in accordance with Section 9.1, if immediately prior to any scheduled Expiration Date, one or more Offer Conditions have not been satisfied or waived by the Parent or the Purchaser, then at the request of the Company, the Parent shall cause the Purchaser to extend the Expiration Date for one or (as needed) more consecutive periods of five business days each (or such shorter period as the Company may agree or such longer period as the Company and the Parent may agree) in order to permit the satisfaction of any such Offer Condition, except that if immediately prior to any scheduled Expiration Date, all Offer Conditions (except the Minimum Condition) have been tendered (satisfied or waived by the Parent or the Purchaser, then the Parent’s obligations to extend the Expiration Date shall be limited to causing the Purchaser to extend the Expiration Date for one period of ten business days to permit the satisfaction of the Minimum Condition, and if at the end of such ten business day period, the Minimum Condition continues to not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, to causing the Purchaser to extend the Expiration Date for one additional period of ten business days to permit the satisfaction of the Minimum Condition, after which, if the Minimum Condition remains unsatisfied, the Purchaser shall not be required to extend the Expiration Date (it being understood that, in its reasonable discretionno event, with its due diligence investigations of Caza and shall the Caza Subsidiaries, which shall Parent or the Purchaser be completed by required to extend the Offeror prior Expiration Date to a date that is later than the Outside Date notwithstanding anything to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity contrary in this Agreement); (iii) this Agreement shall not have been terminated in accordance with Section 12.1waive or change the Minimum Condition; (iv) amend any term of the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior Offer in any manner materially adverse to the date hereof, and none Company or to holders of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result shares of any default by any Locked-up Shareholder;Company Common Stock; or (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or impose any registration requirement with respect condition to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which set forth in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Annex I.

The Offer. (a) The Offeror Subject to the provisions of this Agreement, as promptly as practicable, and in any event no more than ten Business Days, after the date of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder (the “Exchange Act”)), the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement, make an offer (. Parent and Merger Subsidiary expressly reserve the “Offer”) right to purchase all waive any of the outstanding Caza Shares conditions to the Offer to the extent legally permissible (including other than the Minimum Condition (as defined in Annex A), which may not be waived without the prior written consent of the Company), to increase the price per Share payable in the Offer and to make any Caza Shares that are issued after other changes in the date terms and conditions of the Offer and except that, without the prior written consent of the Company, no change may be made to the Expiry Time on Offer that would alter form of consideration to be paid, no decrease in the exercise Offer Price or surrender the number of Caza Options Shares sought in the Offer may be made, no change which imposes additional conditions to the Offer or Caza Warrants), on the basis modifies any of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule Annex A hereto and such other conditions as mutually agreed in any manner adverse to by the parties in writing. The term “Offer” shall include holders of the Offer as it Shares may be amendedmade and neither Parent nor Merger Subsidiary may extend the Offer, varied or extended except in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to Section 1.01(c). (b) On the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the Securities and Exchange Commission (“SEC”) a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the “Schedule TO”), which shall comply in all material respects with the provisions of applicable federal securities laws, and shall contain (including amendments thereafter as an exhibit) or incorporate by reference the offer to purchase relating to the Offer and forms of the related letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the “Offer Documents”). The Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by Securities Laws or Lawsapplicable federal securities laws. In conducting the Offer, the Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange Act and any other applicable laws necessary to be complied with in connection with the Offer. The Offer Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be reasonably required or requested in connection with any action contemplated by this Section 1.01. The Company and its counsel shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel given a reasonable opportunity to review and its financial advisors with a draft copy of comment on the Offer Documents prior to their finalization filing with the SEC. Parent and mailing Merger Subsidiary agree to provide the Company, and to consult with the Company and its counsel regarding, any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly after receipt thereof and any responses thereto. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for their review use in the Offer Documents if and comment. Notwithstanding to the foregoingextent that it shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by law. (c) Subject to the terms and conditions hereof, the Offer may provide shall remain open until midnight, New York City time, on the date that is 20 Business Days after the date the Offer is only being made in jurisdictions where permitted commenced; provided, however, that without the consent of the Company, Parent and that Merger Subsidiary shall have the Offeror Shares shall only be distributed right to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require extend the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times from time to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurstime if, at the sole discretion any scheduled expiration date of the OfferorOffer, if any of the conditions of to the Offer set forth in Schedule Annex A are shall not have been satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if earlier waived, until such conditions are satisfied or waived earlier waived; provided that if only the condition set forth in clause (y) of the first sentence of Annex A hereto is not satisfied or earlier waived, Parent and Merger Subsidiary shall extend the Offer at or prior the request of the Company (but in no event shall Parent and Merger Subsidiary be obligated to the time set for expiry extend expiration of the Offer pursuant to this clause (i) beyond September 30, 2004); and provided further that Parent and Merger Subsidiary shall, upon the Offeror haswritten request of the Company, extend the Offer for one or more periods not to exceed an aggregate of fifteen Business Days if, as of any expiration date, all of the conditions set forth in clause (z) are not satisfied, but such conditions are reasonably capable of being satisfied in such period, (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the extent legally permittedOffer or any period required by applicable law, concurrently with (iii) on one or before more occasions (all such extension taken up and paid occasions aggregating not more than ten Business Days) beyond the latest expiration that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, all of the conditions to Merger Subsidiary’s obligations to accept for all Caza payment Shares then are satisfied or earlier waived, but the number of Shares validly tendered (and not properly withdrawn) pursuant to the Offer, together with Shares then owned by Parent, represents less than 90% of the outstanding Shares on a fully diluted basis; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions provided, however, that Parent’s decision to extend the Offer are satisfied or waived such that in the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make case of this clause (iii) shall constitute a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule clauses (d) and (f) (excluding any willful or intentional breach of any material obligation of the Company) on Annex A heretoand of its right to terminate the Agreement under Sections 7.01(b), (d), (k) or (l) and (iv) for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate (collectively, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn“Subsequent Period”) pursuant to Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Parent and Merger Subsidiary shall also have the right to extend the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereofaccordance with Section 7.01(f). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as Subject to the number of Caza Shares that have been tendered (terms and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board this Agreement, Merger Subsidiary shall, and Parent shall have resolved cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to recommend that the Caza Shareholders accept the Offer as soon as practicable after the expiration thereof (but in any event within three Business Days); provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any Subsequent Period. Parent shall not have withdrawn such recommendation provide or changed, modified or qualified such recommendation in cause to be provided to Merger Subsidiary on a manner adverse timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions provisions of this Agreement, make an offer (as promptly as practicable but in no event later than five business days after the “Offer”) to purchase all public announcement of the outstanding Caza Shares (including any Caza Shares that are issued after execution of this Agreement, Acquisition shall commence the date Offer. The obligation of Acquisition to consummate the Offer and prior accept for payment, and pay for, any shares of Common Stock of ▇▇▇▇▇▇▇▇, par value $1.00 per share (the "▇▇▇▇▇▇▇▇ Shares" and each holder thereof, a "▇▇▇▇▇▇▇▇ Shareholder") tendered pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only solely to the conditions set forth in Schedule EXHIBIT A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it (any of which may be amendedwaived by Acquisition in its sole discretion). Acquisition reserves the right to modify the terms of the Offer, varied or extended in accordance with this Agreement. The Offeror and Caza except that, without the consent of ▇▇▇▇▇▇▇▇, Acquisition shall cooperate in making on a timely basis any filings with respect not (i) reduce the number of ▇▇▇▇▇▇▇▇ Shares subject to the Offer, including amendments thereafter (ii) reduce the price per ▇▇▇▇▇▇▇▇ Share to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in EXHIBIT A, (iv) except as required by Securities Laws provided in this Section 1.01(a) below, extend the Offer, (v) change the form of consideration payable in the Offer, or Laws(vi) make any other change in the terms of the Offer adverse to the ▇▇▇▇▇▇▇▇ Shareholders. The initial expiration date of the Offer shall be prepared November 20, 1997. Acquisition may extend the Offer in accordance with applicable law, but if the English language. Notwithstanding conditions set forth in EXHIBIT A are satisfied as of the foregoingthen scheduled expiration date of the Offer, the Offer may provide that be extended only with the prior written consent of ▇▇▇▇▇▇▇▇ or as required by law. If the conditions set forth in EXHIBIT A are not satisfied or waived by Acquisition as of the scheduled expiration date, Acquisition shall extend the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy from time to time until the earlier of the consummation of the Offer Documents prior or December 31, 1997 (provided that Acquisition shall not be obligated to their finalization and mailing for their review and commentmake any such extension, if a reasonable, well-informed person would conclude that any such condition is incapable of being satisfied by December 31, 1997). Notwithstanding the foregoing, Any individual extension of the Offer may provide that shall be for a period of no more than 10 business days. Subject to the conditions set forth in this Agreement, Acquisition shall pay for all ▇▇▇▇▇▇▇▇ Shares validly tendered and not withdrawn pursuant to the Offer is only being made in jurisdictions where permitted and that immediately after the Offeror Shares shall only be distributed to holders expiration of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedOffer. (b) The ▇▇▇▇▇▇▇▇ will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer shall expire at the Initial Expiry Timeany Shares beneficially owned by it. For purposes of this Section 1.01 only, except that "Subsidiaries" means, as to any Person (as defined below): (i) any corporation of which at least a majority of the Offer may be extended outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more times to of its Subsidiaries; (ii) any limited liability company, partnership or joint venture in which such Person or Subsidiary of such Person is a date managing member, general partner or dates no later than 60 days following joint venturer or of which a majority of the date on which the Initial Expiry Time occurs, partnership or other ownership interests are at the sole discretion time owned by such Person and/or one or more of its Subsidiaries; or (iii) any entity which is controlled (as defined below) by such Person or any of its Subsidiaries. For all other purposes of this Agreement, "Subsidiaries" shall have the Offeror, if the conditions of the Offer meaning therefor set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry Article III hereof. For purposes of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices"Person" means any individual, directorships corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity and employment (B) "control" (including, with Caza correlative meanings, "controlled by" and each Caza Subsidiary"under common control with") means possession, and that any agreement between such directly or indirectly, of power to direct or cause the direction of the management or policies of a Person and Caza (whether through the ownership of securities or any Caza Subsidiary in connection with such Person’s employment partnership or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such terminationother ownership interests, by contract or otherwise);.

The Offer. (a) The Offeror Subject to the provisions of this Agreement, as promptly as practicable following the date hereof, and in any event not later than 10 business days after the date hereof, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, commence and consummate the Offer and accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement; PROVIDED that except for the Minimum Condition (as defined in Annex A), make an offer which may not be waived by Parent and Merger Subsidiary without the Company's consent, which consent may be withheld in the Company's sole judgment, (provided the “Offer”) Company shall consent to a waiver of the Minimum Condition to enable Merger Subsidiary to purchase all of Shares owned by the outstanding Caza Shares (including Principal Shareholder and tendered into the Offer) Parent and Merger Subsidiary may waive any Caza Shares that are issued after other conditions to the date Offer and may make changes in the terms and conditions of the Offer except that, without the prior written consent of the Company, no decrease in the per share price or the number of Shares sought in the Offer may be made and prior no change may be made (i) to the Expiry Time on the exercise or surrender form of Caza Options or Caza Warrants)consideration to be paid, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only (ii) which imposes conditions to the conditions Offer in addition to those set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect (iii) that is otherwise adverse to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following On the date on which the Initial Expiry Time occurs, at the sole discretion of commencement of the OfferorOffer, if Parent and Merger Subsidiary shall file with the conditions SEC a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the "SCHEDULE TO"), which shall comply with the provisions of applicable federal securities laws, and shall contain or incorporate by reference the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior offer to the time set for expiry of purchase relating to the Offer and forms of the Offeror hasrelated letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the "OFFER DOCUMENTS"). The Company will promptly supply to Parent and Merger Subsidiary in writing, for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act and the rules and regulations thereunder or otherwise appropriate to be included in the Offer Documents. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before their being filed with the SEC. Parent and Merger Subsidiary agree to provide the Company and its counsel any comments or communications, written or oral, which Parent, Merger Subsidiary or their counsel may receive from the staff of the SEC with respect to the Offer Documents promptly upon receipt thereof. Each of Parent and Merger Subsidiary, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by either of them for use in the Offer Documents if and to the extent legally permittedthat it shall become false or misleading, concurrently and Parent and Merger Subsidiary shall take all steps necessary to cause the Offer Documents as so corrected to be filed with or before such extension taken up the SEC and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant disseminated to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement shareholders of the foregoing matters Company as and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up required by the Offerorapplicable laws. (c) The Offeror may, in its sole discretion, vary or waive any term or condition initial scheduled expiration date of the Offer for shall be 20 business days after the date of its benefitcommencement. Notwithstanding the foregoing, provided that Parent and Merger Subsidiary shall have the Offeror shall notright, without the prior consent of Caza: the Company, to extend the Offer, (i) impose from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer except shall not have been satisfied or waived, for those a period of time until such conditions set forth in Schedule A heretoare satisfied or waived; PROVIDED that notwithstanding anything to the contrary, if any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall be required to extend the Offer until such condition or conditions are satisfied or waived unless such condition or conditions could not reasonably be expected to be satisfied by the Termination Date, (ii) change the form for any period required by any rule, regulation, interpretation or position of the consideration to be paid for each Caza Share (unless SEC or the consideration includes consideration in addition staff thereof applicable to the consideration Offer or any period required by applicable law and (iii) for one or more subsequent offering periods of up to be offered an additional 20 business days in the aggregate (a "SUBSEQUENT PERIOD") pursuant to Rule 14d-11 of the provisions hereof)Exchange Act. (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as Subject to the number of Caza Shares that have been tendered (terms and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board this Agreement, Merger Subsidiary shall, and Parent shall have resolved cause Merger Subsidiary to, accept for payment for Shares validly tendered and not withdrawn pursuant to recommend that the Caza Shareholders accept the Offer as soon as it is legally permitted to do so under applicable law and to promptly pay for such Shares; PROVIDED that Merger Subsidiary shall, and Parent shall not have withdrawn such recommendation cause Merger Subsidiary to, accept immediately and pay promptly for all Shares as they are tendered during a Subsequent Period. Parent shall provide or changed, modified or qualified such recommendation in cause to be provided to Merger Subsidiary on a manner adverse timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror Subject to the provisions of this Agreement, as promptly as practicable, and in any event no more than seven (7) Business Days, after the date of this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all ; provided that Parent and Merger Subsidiary may waive any of the outstanding Caza Shares conditions to the Offer (including any Caza Shares that are issued after except for the date Minimum Tender Condition which may not be waived without the prior written consent of the Company) and may make changes in the terms and conditions of the Offer and except that, without the prior written consent of the Company, (i) no change may be made to the Expiry Time on form of consideration to be paid, (ii) no decrease in the exercise Offer Price or surrender the number of Caza Options Shares sought in the Offer may be made, (iii) no change which imposes additional conditions to the Offer or Caza Warrants), on the basis modifies any of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Annex A in any manner adverse to the holders of the Shares may be made and (iv) neither Parent nor Merger Subsidiary may extend the Offer, except in accordance with Section 2.1(c) or 2.1(e). (b) On the date of commencement of the Offer, Parent and Merger Subsidiary shall file with the SEC a Tender Offer Statement on Schedule A hereto TO (as amended and such supplemented from time to time, the “Schedule TO”), which shall comply in all material respects with the provisions of applicable federal securities Laws, and shall contain the offer to purchase relating to the Offer and forms of the related letter of transmittal and other conditions appropriate documents (which documents, as mutually agreed amended or supplemented from time to time, are referred to herein collectively as the “Offer Documents”). Parent and the Merger Subsidiary further agree to disseminate the Offer Documents to holders of Shares as and to the extent required by applicable federal securities Laws. In conducting the Offer, Parent and the Merger Subsidiary shall comply in all material respects with the provisions of the Exchange Act and any other applicable Laws necessary to be complied with in connection with the Offer. The Company shall promptly furnish to Parent and Merger Subsidiary all information concerning the Company and its Subsidiaries and the Company’s stockholders that may be required or reasonably requested in connection with any action contemplated by this Section 2.1. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the parties Company and its counsel. Parent and Merger Subsidiary agree to provide the Company (i) any comments that may be received from the SEC or its staff (whether written or oral) with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to participate in writingthe response of Parent and Merger Subsidiary to these comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC. Each of Parent, Merger Subsidiary and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Merger Subsidiary further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and be disseminated to holders of Shares, in each case, as and to the extent required by Law. (c) The initial scheduled expiration date of the Offer shall be midnight, New York City time, on the twentieth Business Day after (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) the date of its commencement (such initial date, or if and only if the expiration time and date is extended as authorized in this Agreement, such date as so extended, the “Expiration Date”); provided, however, that Merger Subsidiary shall: (i) from time to time extend the Offer for one or more periods of up to 10 Business Days each, the length of each such period to be determined by Merger Subsidiary in its sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Tender Condition and the conditions and requirements set forth on Annex A (other than conditions which by their nature are to be satisfied at the closing of the Offer), shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement or (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. Subject to the terms and conditions of the Offer and this Agreement, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, accept for payment and pay for Shares validly tendered and not withdrawn pursuant to the Offer as soon as possible after the Expiration Date. (d) If fewer than 90% of the issued and outstanding Shares are accepted for payment pursuant to the Offer by the Expiration Date, then Merger Subsidiary may, and at the request of the Company, shall, and upon any such request of the Company, Parent shall cause Merger Subsidiary to, provide for one or more subsequent offering periods of up to an additional twenty (20) Business Days in the aggregate (collectively, the “Subsequent Period”) pursuant to Rule 14d-11 of the Exchange Act; provided that Merger Subsidiary shall immediately accept and promptly pay for all Shares as they are tendered during any Subsequent Period. (e) Notwithstanding the above, in no event shall Merger Subsidiary be required to, or shall Parent be required to cause Merger Subsidiary to, extend the Offer beyond the End Date (as defined in Section 8.1(b)(i)). In no event shall Merger Subsidiary extend the Offer beyond the End Date without the consent of the Company. The term “Offer” shall include the Offer may not be terminated prior to its scheduled Expiration Date (as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been is terminated in accordance with Section 12.1;8.1. (ivf) Parent shall provide or cause to be provided to Merger Subsidiary on a timely basis the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior funds necessary to the date hereof, and none of the Lock-up Agreements shall have been breached in purchase any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required Shares that Merger Subsidiary becomes obligated to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse purchase pursuant to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shallYamana shall promptly publicly announce its intention to amend the Original Offer, subject to the terms and conditions set forth below, to increase the consideration payable thereunder to 2.235 Yamana Common Shares and C$7.00 in cash for each Share. The conditions of this Agreementthe Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation and Extension shall also contain an amendment to Section 13 of the Offer portion of the Circular to replace the phrase "in its sole discretion" with the phrase "in its reasonable discretion". Yamana will not be required to make the Offer in any jurisdiction where it would be illegal to do so. (b) Yamana shall prepare the Notice of Variation and Extension in both the English and French languages and amendments to the Schedule TO and the Form F-10, make an offer in all material respects in accordance with applicable securities laws in Canada, the United States and the United Kingdom, including the 1933 Act and the 1934 Act (collectively, "Applicable Securities Laws"). Yamana shall mail the “Offer”Notice of Variation and Extension in accordance with Applicable Securities Laws to each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on September 28, 2007 (such time on such date being referred to purchase herein as the "Latest Mailing Time"); provided, however, that if the mailing of the Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors' Circular referred to in Section 2.1(h)(v) as well as any information pertaining to Meridian that is necessary for the completion of the Notice of Variation and Extension by Yamana, then the Latest Mailing Time shall be extended to 11:59 p.m. on the second business day following the date on which Meridian supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Notice of Variation and Extension and the filing of the amendment to the Schedule TO, Yamana shall provide Meridian with a reasonable opportunity to review and comment on such documents, recognizing that whether or not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the outstanding Caza Shares (including any Caza Shares that are issued after conditions to the date Offer set out in Schedule A hereto shall have been satisfied or waived, Yamana shall take up and pay for all of the Shares tendered under the Offer promptly and prior in any event no later than two business days following the time at which it becomes entitled to take up such Shares under the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. Offer pursuant to applicable Laws. (e) The Offer shall be made in accordance with this Agreement, Applicable Securities Laws and applicable Lawshall expire not earlier than midnight (Toronto time) (which for the avoidance of doubt, and shall be subject only to mean the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy end of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations day) on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder later of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occursOctober 12, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; 2007 and (ii) if the Statutory Minimum Condition date that is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited 10 business days (as determined in accordance with Rule 14d-1 under the Offer, ▇▇▇▇ ▇▇▇) following the Offeror will make a public announcement mailing of the foregoing matters Notice of Variation and Extension in respect of the Offer; provided that, Yamana shall extend the period during which Caza Shares may be deposited and tendered under the Offer (such time, as it may be extended, is referred to herein as the "Expiry Time"). Yamana shall use all reasonable efforts to consummate the Offer, subject to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the terms and conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (hereof and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offerorthereof. (cf) The Offeror Yamana may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefit, Offer; provided that the Offeror Yamana shall not, without the prior consent of Caza: Meridian, increase or decrease the Minimum Deposit Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (iother than to increase the total consideration per Share or add additional consideration) impose or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition other than the Minimum Deposit Condition) in a manner which is adverse to the Shareholders. (g) If at the Expiry Time all of the conditions to the Offer except for those conditions set forth out in Schedule A hereto; hereto shall have been satisfied or (ii) change waived but the form number of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered Shares validly deposited pursuant to the provisions hereofOffer and not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall be 20 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), in either case to permit Shareholders who had not tendered their Shares prior to the Expiry Time to so tender. (dh) The Offeror will instruct obligation of Yamana to amend the depositary under the Original Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional uponon the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its sole discretion (other than the condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of Meridian) without prejudice to any other right it may have under this Agreement: (i) the Offeror obligations of Yamana hereunder shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior not have been terminated pursuant to the Latest Mailing TimeSection 7.1; (ii) Caza no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall not have breached occurred that would render it impossible for one or more of the Exclusivity Agreementconditions set out on Schedule A hereto to be satisfied; (iii) this Agreement assurances satisfactory to Yamana, acting reasonably, shall not have been terminated in accordance with Section 12.1received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Lock-up Agreements Meridian Board of Directors shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend unanimously recommended that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse that has substantially the same effect or taken any other action or made any other public statement in connection with the Offer subsequent to the date of this Agreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Yamana for mailing with the Notice of Variation and Extension an amended directors' circular (the "Directors' Circular") unanimously recommending that Shareholders accept the Offer; (viivi) Yamana shall not have the Caza Board shall have issued a Deposit Period News Release in a form satisfactory right to terminate this Agreement pursuant to Section 7.1(f) without giving effect to the Offeror, acting reasonably;cure period provided therein); and (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ixvii) no cease trade order, injunction or other prohibition at Law shall exist or have been commenced or threatened against the Offeror Yamana making the Offer, Offer or taking up or paying for Caza Shares deposited under the Offer or completing Offer. Prior to printing the Directors' Circular, Meridian shall provide Yamana with a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no lawreasonable opportunity to review and comment on it, regulation, policy, judgment, decision, order, ruling or directive (recognizing that whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offerorsuch comments are appropriate will be determined by Meridian, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person . The Directors' Circular shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have include a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion copy of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction written fairness opinion of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit BMO ▇▇▇▇▇▇▇ ▇▇▇▇▇ Inc. and for the benefit of its respective successors and assigns)▇▇▇▇▇▇▇, in writing and in a form acceptable Sachs & Co. referred to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);below.

The Offer. (a) The Offeror shallMerger Agreement provides that Purchaser will commence the Offer as promptly as practicable, and in any event on or before June 26, 2015. Purchaser’s obligation to accept for payment and pay for Shares validly tendered in the Offer is subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer.” Subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15 — “Conditions to the Offer,” the Merger Agreement provides that Purchaser will, and Parent will cause Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn in the Offer on or promptly after the Expiration Date, as may be extended pursuant to the terms of the Merger Agreement. Acceptance of payment for Shares pursuant to and subject to the conditions of the Offer, which shall occur on July 27, 2015 unless we extend the Offer pursuant to the terms of the Merger Agreement, is referred to herein as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to herein as the “Offer Closing Date.” Parent and Purchaser expressly reserve the right to increase the Offer Price, to make other changes in the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the waive conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter except that Dealertrack’s prior written approval is required for Parent and Purchaser to: • decrease the Offer Price; • change the form of consideration payable in the Offer; • change the number of Shares to be purchased in the Offer; • amend or waive the Minimum Condition, the Termination Condition, the Antitrust Law Condition or the Governmental Authority Condition; • add any condition to the Offer or any term that is adverse to the holders of Shares; • extend the Expiration Date except as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall the Merger Agreement; • provide Caza, its counsel and its financial advisors with for a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire “subsequent offering period” in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited Rule 14d-11 promulgated under the OfferExchange Act; or • modify, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction supplement or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in amend any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any other term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the holders of Shares. The Merger Agreement contains provisions to govern the circumstances in which Purchaser is required or permitted to extend the Offer and Parent is required to cause Purchaser to extend the Offer; (vii) . Specifically, the Caza Board shall have issued a Deposit Period News Release in a form satisfactory Merger Agreement provides that: • If any Offer Condition has not been satisfied or, to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply extent waivable by Parent or Purchaser pursuant to the OfferMerger Agreement, waived by Parent or Purchaser, Purchaser shall (and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to Parent shall cause Purchaser to) extend the Offer for successive periods of up to 5 business days each (or any up to 20 business days if Parent so desires and Dealertrack consents in writing prior to such extension), the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force length of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined each such period to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from determined by Parent in its shareholders (including if required disinterested shareholder approval) and board of directors required sole discretion in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror order to permit the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Conditions.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions hereof, Suncor agrees to amend the Original Offer by (i) increasing the price offered per COS Share to 0.28 of this Agreementa Suncor Share; (ii) replacing the conditions to the Original Offer with the conditions set out in Schedule A; (iii) extending the expiry time under the Original Offer to 4:00 p.m. (Calgary time) on February 5, make an offer 2016, or such later date as Suncor may require not to exceed ten days from the date on which the Suncor Notice of Variation is delivered pursuant to Section 1.1(c) (the “"Amended Expiry Time"); and (iv) removing the requirement of Suncor to provide the Mandatory Extension Period pursuant to the Offer”) , such removal only to purchase all be effective concurrently with the waiver or suspension of the outstanding Caza Shares (including any Caza Shares that are issued after operation of the date COS 2013 Rights Plan and the COS 2015 Rights Plan in respect of the Offer and provided that Suncor has provided written notice to COS that more than 90% of the COS Shares (on a fully-diluted basis) were tendered to the Offer on or prior to February 2, 2016. For greater certainty, no additional payment will be made for any Rights and no amount of consideration to be paid by Suncor for the Expiry Time on COS Shares will be allocated to any Rights associated with any COS Shares deposited to the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share Offer and taken up and paid for each Caza Shareby Suncor. The obligations of Suncor to take up and pay for COS Shares tendered to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other A. Forthwith upon the conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy completion of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding being satisfied, Suncor shall issue a news release announcing the foregoing, same (the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated“Announcement”). (b) The Offer Suncor shall expire at have the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occursright, at the its sole discretion of the Offerorand subject to compliance with Applicable Securities Laws, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms to extend, or if such conditions are satisfied or waived at or prior to further extend, the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza COS Shares may be deposited under the Offer and, in the event Suncor takes up COS Shares deposited to the Offer, Suncor shall make the Announcement and, following the Initial Take-up Time and tendered to unless the conditions in Section 1.1(a)(iv) are met, shall extend the time during which COS Shares may be deposited under the Offer for a period of not less than ten days Business Days after the date of such announcement. Subject Announcement (the “Mandatory Extension Period”), the Amended Expiry Time, as it may be so extended, being the "Expiry Time". (c) Provided that this Agreement has not otherwise been terminated, Suncor shall notify the Depositary of the variation and extension of the Original Offer pursuant to Section 1.1(a) and mail the Suncor Notice of Variation prepared in the English and French languages to the satisfaction or waiver registered holders of the conditions set forth COS Shares and holders of securities convertible into COS Shares in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares accordance with Applicable Securities Laws as soon as reasonably practicable thereafter, and, after the conditions in Section 1.2 are satisfied or waived by Suncor and in any eventevent not later than 11:59 p.m. (Calgary time) on January 29, 2016 (such time on such date being referred to herein as the "Latest Mailing Time"). However, if the mailing of the Suncor Notice of Variation is delayed by reason of: (i) an injunction or before order made by a court or Governmental Entity of competent jurisdiction; or (ii) any failure of a condition in Sections 1.2(a) or 1.2(b) to be satisfied, for which written notice of such failure has been given to COS by Suncor, then, provided that such injunction or order is being contested or appealed or such failure of such condition is rectified within five (5) Business Days following notice thereof, as applicable, then the third Latest Mailing Time shall be extended for a period ending on the fifth (5th) Business Day following the date on which such injunction or order ceases to be in effect or such cure is effected, as applicable. If such injunction, order or failure of a condition continues in effect by such time, then Suncor may elect not to proceed with making the Offer in the manner contemplated herein or providing the Suncor Notice of Variation in connection therewith. COS and its advisors shall be given an opportunity to review and comment on the Suncor Notice of Variation, and any supplements or amendments thereto, prior to its filing and printing, recognizing that whether or not such Caza Shares comments are taken up appropriate will be determined by the OfferorSuncor, acting reasonably. (cd) The Offeror COS acknowledges and agrees that Suncor may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefitor extend the Expiry Time; provided, provided however, that the Offeror Suncor shall not, without the prior written consent of CazaCOS: (i) waive the Minimum Condition or amend the Minimum Condition to a level below more than 50% of the outstanding COS Shares (on a fully-diluted basis); (ii) except as contemplated in Section 1.1(a)(iv), waive the Mandatory Extension Period; (iii) decrease the consideration per COS Share or change the form of consideration payable under the Offer (other than to add additional consideration); (iv) decrease the number of COS Shares in respect of which the Offer is made; or (v) impose additional conditions to the Offer except for those or otherwise vary the Offer (or any terms or conditions set forth thereof) in Schedule A hereto; a manner which is adverse to the COS Shareholders (it being understood that a waiver, in whole or (ii) change the form in part, of any condition of the consideration Offer in accordance with this Agreement and any extension of the Expiry Time, shall not be considered to be paid for each Caza Share (unless the consideration includes consideration in addition adverse to the consideration required to be offered pursuant to the provisions hereofCOS Shareholders). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation Subject to make Section 1.1(d), Suncor agrees that, provided all of the conditions to the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, set out in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements Schedule A shall have been duly executed satisfied or waived, Suncor shall take up and delivered by pay for all the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza COS Shares deposited tendered under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or as soon as reasonably possible and in any event not having later than three Business Days following the force of law) shall have been proposed, enacted, promulgated, amended or applied, time at which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing it becomes entitled to take up such COS Shares under the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);applicable Laws.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, Article VIII and none of the Lock-up Agreements events or conditions set forth in Annex A shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities occurred and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer be existing and shall not have withdrawn such recommendation been waived in writing by Parent or changedMerger Sub (the conditions set forth in Annex A, modified the “Tender Offer Conditions”), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer on August 31, 2007. Without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price or qualified such recommendation change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose conditions to the Offer in addition to the Tender Offer Conditions, waive or amend the Minimum Condition or amend any other term of the Offer in a manner which is materially adverse to the Company Shareholders; provided that Merger Sub expressly reserves the right to increase the Offer Price and to waive any of the Tender Offer Conditions, other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer;. (viib) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the OfferMerger Sub shall, and the Offeror will not be subject to dual compliance Parent shall cause Merger Sub to, file with the tender-offer regimes in Canada U.S. Securities and Exchange Commission (the United States of America, or any registration requirement “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer or any on the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under date that the Offer is commenced, which Tender Offer Statement shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or completing amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Shareholders in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and Merger Sub agree that the Offer Documents shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company Shareholders and on the Acceptance Date, shall not contain any untrue statement of a Compulsory Acquisition material fact or a Subsequent Acquisition Transaction; (x) omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no lawcovenant, regulationagreement, policyrepresentation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Offer Documents. The Company, judgment, decision, order, ruling or directive (whether or not having Parent and Merger Sub each agree promptly to correct any information provided by it for use in the force of law) Offer Documents if and to the extent that it shall have been proposedbecome false or misleading in any material respect, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing and Parent further agrees to take all steps necessary to cause the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined Documents as so corrected to be a Superior Proposal; (xiii) filed with the Offeror SEC and disseminated to the Company Shareholders to the extent required by applicable Law. The Company shall have received promptly furnish to Parent and Merger Sub all information concerning the Company that is required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required or reasonably requested by Parent or Merger Sub in connection with the making or completion obligations relating to the Offer Documents contained in this Section 1.01(b). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto in advance of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection filing with the making SEC or completing dissemination to the Offer Company Shareholders, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Offeror to Company and its counsel. Parent and Merger Sub shall (i) provide the satisfaction of the Offeror, acting reasonable, including (if required) the consent Company and its counsel with a copy of any regulatory body governing written comments or telephonic notification of any oral comments Parent or Merger Sub may receive from the operations of Caza SEC or its staff (the “SEC Staff”) with respect to the change of control of Caza Offer as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any direct or indirect transfer of ownership such comments, and (iii) provide the Company and its counsel with a copy of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses written responses thereto and authorizations telephonic notification of Caza post-closing in a similar fashion any oral responses thereto of Parent and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation Merger Sub or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; andtheir counsel. (c) Caza Subject to the terms and conditions thereof, the Institutional Investor acknowledge Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) Business Day beginning with (and agree including) the date that the Offeror Offer is relying on such agreement commenced (determined in connection accordance with Rule 14d-1(g) (3) under the Exchange Act) (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the following provisions of this sentence or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer; (xvi) Caza , as so extended may expire; provided, however, that Merger Sub shall have delivered the right, in its sole discretion, but not the obligation to (i) extend the Offer for one or more periods of not more than five Business Days each if, at the scheduled Expiration Date, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) if all of the Tender Offer Conditions are satisfied but the number of shares of Company Common Stock that have been validly tendered and not withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to twenty (20) Business Days to acquire outstanding shares of Company Common Stock. Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or of the Staff applicable to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Offer.

The Offer. (a) Parent shall cause Purchaser to, and Purchaser shall, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as soon as reasonably practicable after the date of this Agreement, but in no event later than the fifteenth (15th) Business Day after the date of this Agreement. Notwithstanding the foregoing, Purchaser shall not be required to commence the Offer if the Company shall not be prepared to file with the SEC immediately following commencement of the Offer, and to disseminate to holders of shares of Company Common Stock, the Schedule 14D-9. The Offeror date on which Purchaser commences the Offer, within the meaning of Rule 14d-2 under the Exchange Act, is referred to in this Agreement as the “Offer Commencement Date.” The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that is disseminated to any and all of the holders of shares of Company Common Stock and contains the terms and conditions set forth in this Agreement and in Annex A. In the Offer, each share of Company Common Stock accepted by Purchaser in accordance with the terms of the Offer shall, subject to the adjustments set forth in Section 2.1(d) and Section 2.1(g), be exchanged for the right to receive the Transaction Consideration. Subject to the prior satisfaction of the Minimum Tender Condition and the satisfaction, or waiver by Parent or Purchaser, of the other Offer Conditions (to the extent such waiver is permitted by Section 1.1(c)), after the expiration of the Offer (as it may extended in accordance with Section 1.1(d)), Purchaser shall (and Parent shall cause Purchaser to) accept for payment all shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered for settlement or satisfaction of such guarantee) as soon as practicable after Purchaser is permitted to do so under applicable Law (the “Acceptance Time”), and promptly (within the meaning of Section 14e-1(c) promulgated under the Exchange Act) pay for all shares of Company Common Stock that are validly tendered and not validly withdrawn in the Offer. Without limiting the generality of the foregoing, Parent shall provide or cause to be provided to Purchaser on a timely basis the funds and shares of Parent QVC Series A Stock necessary to pay for any shares of Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer; provided, however, that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any shares of Company Common Stock if, as a result, Purchaser would acquire less than the number of shares of Company Common Stock necessary to satisfy the Minimum Tender Condition. The consideration in the Offer payable in respect of each share of Company Common Stock validly tendered and not withdrawn in the Offer shall be paid net to the holder thereof in cash and shares of Parent QVC Series A Stock, subject to reduction for any applicable withholding taxes payable in respect thereof. The Company shall register (and shall instruct its transfer agent to register) the transfer of the shares of Company Common Stock accepted for payment by Purchaser effective immediately after the Acceptance Time. (b) The obligation of Purchaser to accept for exchange (and the obligation of Parent to cause Purchaser to accept for exchange) shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to: (i) the condition (the “Minimum Tender Condition”) that there shall have been validly tendered (and not validly withdrawn) prior to the expiration of the Offer that number of shares of Company Common Stock which, upon the consummation of the Offer (for the avoidance of doubt, assuming that the shares of Class B Common Stock validly tendered (and not validly withdrawn) will convert to shares of Class A Common Stock at the time of the consummation of the Offer), when added to any shares of Company Common Stock owned by Purchaser, would represent at least a majority of the voting power of the sum of (x) the aggregate voting power of the shares of Company Common Stock outstanding immediately after the consummation of the Offer, plus (y) the aggregate voting power of the shares of Company Common Stock issuable to holders of Company Options from which the Company has received notices of exercise prior to the consummation of the Offer (and as to which shares of Company Common Stock have not yet been issued to such exercising holders of Company Options) (excluding, for purposes of determining whether a sufficient number of shares have been tendered in the Offer to satisfy the Minimum Tender Condition, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been “received,” as such term is defined in Section 251(h) of the DGCL, by the depositary for the Offer pursuant to such procedures); and (ii) the other conditions set forth in Annex A (such other conditions, together with the Minimum Tender Condition, the “Offer Conditions”). (c) Purchaser expressly reserves the right, in its sole discretion, to waive or make any other changes to the terms and conditions of this Agreementthe Offer; provided, make an offer (however, that without the “Offer”) to purchase all prior written consent of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)Company, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that neither Parent nor Purchaser shall: (i) the Offer may be extended one amend, waive or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver modify any of the conditions set forth in Schedule A heretoclauses (a), the Offeror shall(h)(i), to the extent legally permitted(h)(ii), take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to or (j) of Annex A (provided, that Parent shall (and shall cause Purchaser to) waive the Offer except for those conditions set forth in Schedule clause (h)(i) and (h)(ii) of Annex A heretoupon the written request of the Company); or (ii) change the Offer to (A) change the form or amount of the consideration to be paid delivered by Purchaser pursuant to the Offer; provided, however, that Parent or Purchaser may increase the amount of such consideration (irrespective of form) in good faith so long as such increase is not for each Caza Share the purpose of delaying the Acceptance Time, provided that in no event shall such increase reduce the Initial Exchange Ratio, (unless B) change the consideration includes consideration number of shares of Company Common Stock to be purchased in the Offer, (C) impose conditions to the Offer in addition to the consideration required to be offered pursuant Offer Conditions or amend or modify any of the existing Offer Conditions, (D) except as provided in Section 1.1(d), extend the expiration time of the Offer beyond the initial expiration time of the Offer or (E) otherwise amend the Offer in a manner that is adverse (other than in an immaterial or de minimis way) to the provisions hereof)holders of Company Common Stock. (d) The Offeror will instruct Offer shall initially be scheduled to expire at 12:00 midnight, New York City time, on the depositary date that is twenty (20) Business Days following the Offer Commencement Date (calculated as set forth in Rule 14d-1(g)(3) and Rule 14e-1(a) under the Exchange Act) (such initial expiration time and date, or such subsequent time and date to which the expiration of the Offer is extended pursuant to and in accordance with this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the Parties’ respective termination rights under Section 7.1, (i) if, at the time as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been waived, then Purchaser shall (and Parent shall cause Purchaser to) extend the Offer on one or, if necessary, more occasions, for additional successive periods of up to ten (10) Business Days per extension (with the length of such periods to be determined by Parent), until all Offer Conditions are satisfied or validly waived in order to permit the Acceptance Time to occur; provided, however, that in no event shall Purchaser or Parent be required or permitted to extend the Offer to advise Caza a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii); and (ii) Purchaser shall (and Parent shall cause Purchaser to) extend the Offer from time to time as Caza may reasonably request and in such manner as Caza may reasonably requestfor any period required by any applicable Laws or any rule, as regulation, interpretation or position of the SEC or the staff of the SEC or the Nasdaq applicable to the number Offer; provided, however, that in no event shall Purchaser or Parent be required, or permitted, to extend the Offer to a date later than the Outside Date, other than (A) any such extension requested by Parent or Purchaser and consented to by the Company, (B) any such extension requested by the Company, to the extent Parent or Purchaser would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii) or (C) any such extension requested by Parent or Purchaser, to the extent the Company would be prohibited from terminating this Agreement pursuant to Section 7.1(b)(iii). For the avoidance of Caza Shares that doubt, if, at the Expiration Date of the Offer, all of the Offer Conditions have been tendered (satisfied or waived in writing by Parent or Purchaser and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall has not have otherwise been terminated in accordance with Section 12.1; its terms, Purchaser shall (ivand Parent shall cause Purchaser to) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereofpromptly accept for exchange, and none of deliver the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXVTransaction Consideration for, all waivers, rulings, consents, approvals or orders, if any, required to permit the making shares of Company Common Stock validly tendered and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have validly withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect pursuant to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection accordance with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan this Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror Provided that this Agreement shall not have been terminated in accordance with Article VIII and that none of the events set forth in Annex A hereto shall have occurred and be continuing, within ten Business Days after the date hereof, Merger Sub shall, and Parent shall cause Merger Sub (and the Company shall cooperate with Parent and Merger Sub) to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase all outstanding shares of Common Stock of the Company at the purchase price of $8.60 per share of Common Stock (such price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, upon commencement of the Offer but after affording the Company reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, in each case in connection with the Offer (the “Offer Documents”), and shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. Subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer Agreement and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule Annex A heretohereto (the “Tender Offer Conditions”), the Offeror Merger Sub shall, upon the expiration of the Offer, accept for payment, and pay for (after giving effect to the extent legally permittedany required withholding Tax), take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at and not withdrawn on the Expiry Time Acceptance Date. The obligation of Merger Sub to accept for payment and shall to pay for any Shares validly tendered shall be subject solely to the satisfaction of the Tender Offer Conditions. The Per Share Amount shall be net to the seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza seller. No Shares are taken up held by the OfferorCompany or its Subsidiaries shall be tendered pursuant to the Offer. For the avoidance of doubt, the parties hereto agree that Restricted Shares may be tendered in the Offer and be acquired by Parent or Merger Sub pursuant to the Offer. (cb) The Offeror mayParent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1.1(c) and 1.1(d), in its sole discretion, vary or to waive any term Tender Offer Condition, to increase the Per Share Amount or condition to make any other changes in the terms and conditions of the Offer for its benefitOffer, provided that the Offeror shall notthat, without the prior written consent of Caza: the Company, Merger Sub shall not and Parent shall cause Merger Sub not to (i) impose conditions to decrease the Offer except for those conditions set forth in Schedule A hereto; Per Share Amount or (ii) change the form of consideration payable in the consideration Offer, (ii) decrease the number of Shares sought to be paid for each Caza Share purchased in the Offer, (unless iii) amend or waive satisfaction of the consideration includes consideration Minimum Condition (as defined in addition Annex A), (iv) impose additional conditions to the consideration Offer, (v) make any change in the Offer that would require an extension or delay of the then current Expiration Date (other than an increase in the Per Share Amount); provided, however, that this clause (v) shall not limit the right of Parent and Merger Sub to extend the Expiration Date as required or permitted by Section 1.1(d), (vi) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions, other than the Minimum Condition), or (vii) modify or amend any other term of the Offer, in the case of this clause (vii), in any manner (A) adverse to the holders of Shares or (B) that would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect. (c) No agreement or representation hereby is made or shall be made by Parent or Merger Sub with respect to information supplied by the Company expressly for inclusion in, or with respect to Company information derived from the Company’s public SEC filings that is included or incorporated by reference in, the Offer Documents. Parent, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be offered pursuant filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the provisions hereofextent required by applicable Federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto), and shall provide any comments thereon as promptly as practicable after receipt thereof, before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (d) The Offeror will instruct the depositary under initial expiration date of the Offer to advise Caza from time to time shall be the twentieth business day (as Caza may reasonably request and such term is defined in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawnRule 14d-1(g)(3) under the Exchange Act, “Business Day”) following the commencement of the Offer (determined using Rules 14d-1(g)(3) and 14d-2 promulgated under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Merger Sub shall not and Parent agrees that it shall cause Merger Sub to not terminate or withdraw the Offer other than in connection with the effective termination of this Agreement in accordance with Section 8.1 hereof. Notwithstanding the foregoing, Merger Sub may, without Parent or Merger Sub obtaining the consent of the Company, (i) extend the Expiration Date for any period required by the rules and regulations of the SEC or the NASDAQ applicable to the Offer, including in connection with an increase in the Per Share Amount, (ii) extend the Expiration Date if on any then scheduled Expiration Date, any of the Tender Offer Conditions is not satisfied or waived by Parent, for such periods for up to five (5) Business Days at a time (or such longer period as shall be approved by the Company) as Merger Sub may deem reasonably necessary, but, except as provided in Section 1.1(d)(iii) or as required by the rules and regulations of the SEC or the NASDAQ applicable to the Offer (including in connection with an increase in the Per Share Amount), in no event may the Expiration Date be extended to a date later than the End Date, or (iii) extend the Expiration Date beyond the End Date for up to a period not to exceed the period which ends on the 15th Business Day after the date that either (w) the Company shall have publicly announced the receipt of a Company Acquisition Proposal in the event such announcement is made less than ten Business Days prior to the End Date, (x) the Company publicly announces its reaffirmation of its approval or recommendation of the Offer following the public announcement of the receipt of any Company Acquisition Proposal in the event that such reaffirmation or announcement is made less than ten Business Days prior to the End Date, (y) the Board of Directors shall have withdrawn or adversely modified, made a public statement or taken a public position inconsistent with the Recommendation at any time within ten Business Days prior to the End Date or (z) any Notice of Superior Proposal is given by the Company in accordance with Section 6.3(e) if such notice is received by Parent less than ten Business Days prior to the End Date. Except as expressly provided in this Section 1.1(d), Parent shall not extend the Offer if all of the Tender Offer Conditions are satisfied or waived and it is permitted under applicable Law to accept for payment and pay for validly tendered Shares that are not validly withdrawn. (e) The Offeror’s obligation In the event the Acceptance Date occurs but Merger Sub does not acquire a sufficient number of Shares to make enable a Short-Form Merger to occur pursuant to Section 2.8 hereof, Merger Sub may (in its sole discretion), and Parent may (in its sole discretion) cause Merger Sub to, provide a “subsequent offering period” for a number of days to be determined by Parent but not less than three nor more than 20 Business Days in accordance with Rule 14d-11 under the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon:Exchange Act. (if) Promptly upon the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations satisfaction or waiver by Merger Sub of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated Tender Offer Conditions in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof1.1(b), Merger Sub shall, and none of Parent shall cause Merger Sub to, (i) as soon as practicable after the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from Expiration Date, accept for payment and pay for all applicable government entities Shares validly tendered and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have properly withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect pursuant to the Offer or any (the Offeror shares issued pursuant thereto; (ix) no cease trade orderdate of acceptance for payment, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns“Acceptance Date”), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver timeii) on the day immediately prior to Acceptance Date, deposit with the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement depositary engaged by Merger Sub in connection with the Offer; , cash in U.S. dollars sufficient to pay the aggregate Per Share Amount for all such accepted Shares and (xviiii) Caza as soon as practicable following such deposit, cause the depositary to pay for all Shares so accepted for payment. Parent shall have delivered provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Offer.

The Offer. (a) The Offeror shall, subject to Merger Agreement provides for the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date making of the Offer and prior as provided in this Offer to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza SharePurchase. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writingCompany Board of Directors. The term “Offer” Merger Agreement provides that Parent shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to designate a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interestdirectors, all Caza Shares held rounded up to the next whole number, of the Company Board of Directors equal to the product of the total number of directors on the Company Board of Directors (giving effect to the directors designated by Parent) multiplied by a registered holder fraction of which the numerator shall be aggregated. the number of Shares which Parent and its subsidiaries (bincluding Purchaser) beneficially own at that time, and the denominator shall be the total number of Shares then outstanding. The Offer Directors so designated by Parent shall expire at the Initial Expiry Time, except that take office immediately after (i) the Offer may be extended one purchase of and payment for any Shares by Parent or more times to any of its subsidiaries as a date or dates no later than 60 days following the date on result of which the Initial Expiry Time occurs, Parent and its subsidiaries owns beneficially at the sole discretion least a majority of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza then outstanding Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if compliance with Section 14(f) of the Statutory Minimum Condition Exchange Act and Rule 14f-1 promulgated thereunder, whichever shall occur later. In furtherance thereof, the Company shall, upon request of Parent, use its best efforts promptly either to increase the size of the Company Board of Directors or to secure the resignations of such number of its incumbent directors, or both, as is satisfied necessary to enable such designees of Parent to be so elected or appointed to the Company Board of Directors, and the other conditions Company shall take all actions available to the Offer are satisfied Company to cause such designees of Parent to be so elected or waived appointed. At such that the Offeror takes up the Caza Shares deposited under the Offertime, the Offeror will make a public announcement of Company shall, if requested by Parent, also take all action necessary to cause persons designated by Parent to constitute the foregoing matters and extend the period during which Caza Shares may be deposited and tendered same percentage (rounded up to the Offer for a period next whole number) as is on the Company Board of not less than ten days after the date Directors of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to each committee of the Offer except for those conditions set forth in Schedule A hereto; or Company Board of Directors, (ii) change the form each board of directors (or similar body) of each of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request Company's subsidiaries and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this each committee (or similar body) of each such board. The Merger Agreement shall not have been terminated in accordance with provides that the Company will promptly take, at its expense, all actions required pursuant to Section 12.1; (iv14(f) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached Exchange Act and Rule 14f-1 promulgated thereunder in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) order to fulfill its obligations under the Offeror shall have received from all applicable government entities and regulatory authoritiesprior paragraph, including from mailing to shareholders the TSXV, all waivers, rulings, consents, approvals or orders, if any, information required by such Section 14(f) and Rule 14f-1 as is necessary to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined enable Parent's designees to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making elected or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror appointed to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);the

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions of this Agreement, make Devon shall mail to holders of And▇▇▇▇▇ ▇▇ares and And▇▇▇▇▇ ▇▇tions as soon as practicable but in any event not later than 11:59 p.m. (Calgary time) on September 12, 2001, an offer (the “Offer”) to purchase all of the outstanding Caza Shares And▇▇▇▇▇ ▇▇ares (including the associated Rights) including any Caza Shares that are issued after the date of the Offer and prior And▇▇▇▇▇ ▇▇ares which may become outstanding pursuant to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants)outstanding And▇▇▇▇▇ ▇▇tions, on the basis for a price of 0.16 of an Offeror Share $40.00 in cash for each Caza Share. The Offer And▇▇▇▇▇ ▇▇are which offer shall be made in accordance with this Agreement, the Act and Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by (the parties in writing. The "Offer", which term “Offer” shall include any amendments to, or extensions of, such Offer, including, without limitation, increasing the Offer as it consideration, removing or waiving any condition or extending the date by which And▇▇▇▇▇ ▇▇ares may be amended, varied or extended in accordance with this Agreementtendered). The Offeror Devon and Caza shall And▇▇▇▇▇ ▇▇all cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter on a timely basis as required by Securities Laws or Laws. The Offer shall be prepared in both the English language. Notwithstanding the foregoingand French languages and in accordance with this Agreement, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable lawAct and Securities Laws. The Offeror Devon shall provide Caza, its counsel and its financial advisors with And▇▇▇▇▇ ▇▇th a draft copy of the Offer Documents prior to their finalization and mailing for their its review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) Devon may make the Offer itself or through any direct or indirect subsidiary. In the event that a Devon subsidiary makes or participates in the making of the Offer, the term "Devon" as used herein shall include such subsidiary, other than in Article 5 where the term "Devon" shall not include such subsidiary, but Devon shall continue to be liable to And▇▇▇▇▇, ▇s principal obligor, for such subsidiary's obligations hereunder and for any default by such subsidiary in the performance of its obligations hereunder. (c) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occursextended, at the sole discretion of the OfferorDevon, if the conditions of the Offer thereto set forth in Schedule A hereto are not satisfied at on the date and time at which the Offer would otherwise expire expires and if Devon determines, acting reasonably, that there is a reasonable prospect that the conditions of the Offer may not be satisfied prior to the Expiry Time. In addition, in accordance with its terms or if such conditions are satisfied or waived at or the event that any appropriate regulatory approval is not obtained prior to the time set for expiry of the Offer and the Offeror hasis scheduled to terminate, to the extent legally permittedunless such approval has been denied, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such Devon agrees that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror it will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten 10 days after past the date Initial Expiry Time pending receipt of such announcementapproval, provided that Devon shall not be required to extend the Offer past December 31, 2001 or such later date as may be mutually agreed in writing by And▇▇▇▇▇ ▇▇d Devon. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up Devon shall within three days accept for payment and pay for all Caza Shares And▇▇▇▇▇ ▇▇ares validly tendered (and not properly withdrawn) pursuant to the Offer at Offer. Each of Devon and And▇▇▇▇▇ ▇▇all use all commercially reasonable efforts to consummate the Expiry Time Offer, subject to the terms and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offerorconditions thereof. (cd) The Offeror It is agreed that Devon may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, benefit provided that if Devon takes up and pays for any And▇▇▇▇▇ ▇▇ares it shall acquire not less than the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares Minimum Required Shares. Devon agrees that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza it shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on amend any term or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);condition of

The Offer. (a) The Offeror Subject to the provisions of this Agreement, as promptly as practicable following the date hereof, and in any event not later than 10 business days after the date hereof, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, commence, within the meaning of Rule l4d-2 under the Exchange Act, the Offer. The obligation of Merger Subsidiary to, and of Parent to cause Merger Subsidiary to, commence and consummate the Offer and accept for payment and pay for any Shares tendered shall be subject only to the satisfaction of the conditions set forth in Annex A and to the terms and conditions of this Agreement; provided that except for the Minimum Condition (as defined in Annex A), make an offer which may not be waived by Parent and Merger Subsidiary without the Company's consent, which consent may be withheld in the Company's sole judgment, (provided the “Offer”) Company shall consent to a waiver of the Minimum Condition to enable Merger Subsidiary to purchase all of Shares owned by the outstanding Caza Shares (including Principal Shareholder and tendered into the Offer) Parent and Merger Subsidiary may waive any Caza Shares that are issued after other conditions to the date Offer and may make changes in the terms and conditions of the Offer except that, without the prior written consent of the Company, no decrease in the per share price or the number of Shares sought in the Offer may be made and prior no change may be made (i) to the Expiry Time on the exercise or surrender form of Caza Options or Caza Warrants)consideration to be paid, on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only (ii) which imposes conditions to the conditions Offer in addition to those set forth in Schedule Annex A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect (iii) that is otherwise adverse to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following On the date on which the Initial Expiry Time occurs, at the sole discretion of commencement of the OfferorOffer, if Parent and Merger Subsidiary shall file with the conditions SEC a Tender Offer Statement on Schedule TO (as amended and supplemented from time to time, the "Schedule TO"), which shall comply with the provisions of applicable federal securities laws, and shall contain or incorporate by reference the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior offer to the time set for expiry of purchase relating to the Offer and forms of the Offeror hasrelated letter of transmittal and other appropriate documents (which documents, as amended or supplemented from time to time, are referred to herein collectively as the "Offer Documents"). The Company will promptly supply to Parent and Merger Subsidiary in writing, for inclusion in the Offer Documents, all information concerning the Company required under the Exchange Act and the rules and regulations thereunder or otherwise appropriate to be included in the Offer Documents. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before their being filed with the SEC. Parent and Merger Subsidiary agree to provide the Company and its counsel any comments or communications, written or oral, which Parent, Merger Subsidiary or their counsel may receive from the staff of the SEC with respect to the Offer Documents promptly upon receipt thereof. Each of Parent and Merger Subsidiary, on the one hand, and the Company, on the other hand, shall promptly correct any information provided by either of them for use in the Offer Documents if and to the extent legally permittedthat it shall become false or misleading, concurrently and Parent and Merger Subsidiary shall take all steps necessary to cause the Offer Documents as so corrected to be filed with or before such extension taken up the SEC and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant disseminated to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement shareholders of the foregoing matters Company as and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up required by the Offerorapplicable laws. (c) The Offeror may, in its sole discretion, vary or waive any term or condition initial scheduled expiration date of the Offer for shall be 20 business days after the date of its benefitcommencement. Notwithstanding the foregoing, provided that Parent and Merger Subsidiary shall have the Offeror shall notright, without the prior consent of Caza: the Company, to extend the Offer, (i) impose from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer except shall not have been satisfied or waived, for those a period of time until such conditions set forth in Schedule A heretoare satisfied or waived; provided that notwithstanding anything to the contrary, if any of the conditions to the Offer is not satisfied or waived on any scheduled expiration date of the Offer, Parent and Merger Subsidiary shall be required to extend the Offer until such condition or conditions are satisfied or waived unless such condition or conditions could not reasonably be expected to be satisfied by the Termination Date, (ii) change the form for any period required by any rule, regulation, interpretation or position of the consideration to be paid for each Caza Share (unless SEC or the consideration includes consideration in addition staff thereof applicable to the consideration Offer or any period required by applicable law and (iii) for one or more subsequent offering periods of up to be offered an additional 20 business days in the aggregate (a "Subsequent Period") pursuant to Rule 14d-11 of the provisions hereof)Exchange Act. (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as Subject to the number of Caza Shares that have been tendered (terms and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board this Agreement, Merger Subsidiary shall, and Parent shall have resolved cause Merger Subsidiary to, accept for payment for Shares validly tendered and not withdrawn pursuant to recommend that the Caza Shareholders accept the Offer as soon as it is legally permitted to do so under applicable law and to promptly pay for such Shares; provided that Merger Subsidiary shall, and Parent shall not have withdrawn such recommendation cause Merger Subsidiary to, accept immediately and pay promptly for all Shares as they are tendered during a Subsequent Period. Parent shall provide or changed, modified or qualified such recommendation in cause to be provided to Merger Subsidiary on a manner adverse timely basis the funds necessary to purchase any Shares that Merger Subsidiary becomes obligated to purchase pursuant to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shallBarrick shall promptly publicly announce its intention to amend the Original Offer, subject to the terms and conditions set forth below, to increase the consideration payable thereunder to, at the election of this Agreementa Shareholder, $22.50 in cash or 0.8269 of a Barrick Common Share plus $0.05 in cash, in each case subject to pro ration as described in the Original Offer, provided that the maximum cash consideration will be $1,343,618,621 and the maximum share consideration will be 333,180,480 Barrick Common Shares (in each case calculated on a fully diluted basis). Barrick will continue to offer the "Rollover Option", as defined and described in the Original Offer. The conditions of the Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation shall also contain an amendment to Section 13(e) of the Offer portion of the Circular to replace the phrase "in its sole discretion" with the phrase "in its reasonable discretion". Barrick will not be required to make an offer the Offer in any jurisdiction where it would be illegal to do so. (b) Barrick shall mail the “Offer”Notice of Variation in accordance with the Securities Act (Ontario) and regulations thereunder and all other applicable securities laws, including the applicable securities laws of the United States, (collectively, "Applicable Securities Laws") to purchase each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on January 5, 2006 (such time on such date being referred to herein as the "Latest Mailing Time"); provided, however, that if the mailing of the Notice of Variation is delayed by reason of Placer Dome not having provided to Barrick the Directors' Circular referred to in Section 2.1(h)(vi) as well as any information pertaining to Placer Dome that is necessary for the completion of the Notice of Variation by Barrick, or not having provided Barrick with such other assistance in the preparation of the Notice of Variation as may be reasonably requested by Barrick in order that the Notice of Variation comply in all material respects with Applicable Securities Laws, then the Latest Mailing Time shall be extended to 11:59 p.m. on the fifth business day following the date on which Placer Dome supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Notice of Variation, Barrick shall provide Placer Dome and its counsel with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Barrick, acting reasonably. (d) Barrick agrees that, provided all of the outstanding Caza Shares (including any Caza Shares that are issued after conditions to the date Offer set out in Schedule A hereto shall have been satisfied or waived, Barrick shall take up and pay for all of the Shares tendered under the Offer promptly and prior in any event no later than two business days following the time at which it becomes entitled to take up such Shares under the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. Offer pursuant to applicable Laws. (e) The Offer shall be made in accordance with this Agreement, Applicable Securities Laws and applicable Lawshall expire not earlier than midnight (Toronto time) on January 19, 2006 and shall be not later than the 20th day following the Latest Mailing Time, subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed right of Barrick to by extend from time to time the parties in writing. The term “Offer” shall include period during which Shares may be deposited under the Offer (such time, as it may be amendedextended, varied or extended in accordance with this Agreementis referred to herein as the "Expiry Time"). The Offeror and Caza Barrick shall cooperate in making on a timely basis any filings with respect use all reasonable efforts to consummate the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedterms and conditions hereof and thereof. (bf) The Offer shall expire at the Initial Expiry Time, except It is understood and agreed that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror Barrick may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefit, Offer; provided that the Offeror Barrick shall not, without the prior consent of CazaPlacer Dome, increase or decrease the Minimum Tender Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the maximum cash consideration or maximum share consideration, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Share and/or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty, subject to Section 2.1(g), does not include a waiver of a condition) in a manner which is adverse to the Shareholders. (g) Barrick may waive the Minimum Tender Condition only if: (i) impose conditions there shall have been validly deposited pursuant to the Offer except for those conditions set forth in Schedule A hereto; and not withdrawn at the Expiry Time that number of Shares which constitutes at least 60% of the Shares outstanding calculated on a fully diluted basis, or (ii) change Barrick obtains such relief from the form of the consideration United States Securities and Exchange Commission as may be necessary to be paid for each Caza Share (unless the consideration includes consideration in addition allow Barrick to the consideration required to be offered take up Shares on more than one date and there shall have been validly deposited pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under Offer and not withdrawn at an expiry date of the Offer that number of Shares which constitutes at least 50% of the Shares outstanding calculated on a fully diluted basis. In the circumstances described in clause (ii), subject to advise Caza from Applicable Securities Laws, Barrick will use its commercially reasonable efforts to extend the time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as for deposits to the number Offer after any such take-up to permit Shareholders holding, in the aggregate, 66⅔% of Caza the Shares that have been tendered (and not withdrawn) under outstanding calculated on a fully diluted basis to accept the Offer. (eh) The Offeror’s obligation of Barrick to make amend the Original Offer and to deliver the Offer Documents to the Caza Shareholders is conditional uponon the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Barrick and any or all of which may be waived by Barrick in whole or in part in its sole discretion (other than the condition set out in Section 2.1(h)(iv) below, which must be waived if Barrick has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(ix) below, which may be waived only with the consent of Placer Dome) without prejudice to any other right it may have under this Agreement and which conditions shall be deemed to have been waived by the making of the amended Offer: (i) the Offeror obligations of Barrick hereunder shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior not have been terminated pursuant to the Latest Mailing TimeSection 7.1; (ii) Caza the Barrick Common Shares to be issued to Shareholders shall have been conditionally approved for listing on the TSX and Barrick shall not have breached been advised that such Barrick Common Shares would not be approved for listing, subject to notice of issuance, by the Exclusivity AgreementNYSE; (iii) this Agreement no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Barrick, a Barrick Subsidiary or any Person acting jointly or in concert with Barrick) shall not have been terminated in accordance with Section 12.1occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iv) the Lock-up Agreements assurances satisfactory to Barrick, acting reasonably, shall have been duly executed received by Barrick that all waivers, rulings or orders necessary for Barrick to amend the Original Offer and delivered by the Locked-up Shareholders on or prior to mail to the date hereof, and none Shareholders the Notice of the Lock-up Agreements shall Variation have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholderwill be obtained from all applicable securities commissions or other regulatory authorities; (v) the Offeror Placer Dome Board of Directors shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend unanimously recommended that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse that has substantially the same effect or taken any other action or made any other public statement in connection with the Offer inconsistent with such recommendation; (vi) the Placer Dome Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Barrick for mailing with the Notice of Variation an amended directors' circular (the "Directors' Circular") unanimously recommending that Shareholders accept the Offer; (vii) the Caza Board Placer Dome shall have issued a Deposit Period News Release complied in a form satisfactory to the Offeror, acting reasonablyall respects with its covenants in Section 6.2 and in all material respects with its other covenants in this Agreement; (viii) all representations and warranties of Placer Dome set forth in this Agreement shall be true and correct in all material respects at the tender offer rules under the securities Laws time of the United States making of America will not apply to the amended Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto;; and (ix) no cease trade order, injunction or other prohibition at Law shall exist or have been commenced or threatened against the Offeror Barrick making the Offer, Offer or taking up or paying for Caza Shares deposited under the Offer or completing Offer. Prior to printing the Directors' Circular, Placer Dome shall provide Barrick with a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no lawreasonable opportunity to review and comment on it, regulation, policy, judgment, decision, order, ruling or directive (recognizing that whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offerorsuch comments are appropriate will be determined by Placer Dome, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person . The Directors' Circular shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have include a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion copy of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction written fairness opinion of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit CIBC World Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and for the benefit of its respective successors and assigns)▇▇▇▇▇▇▇, in writing and in a form acceptable Sachs & Co. referred to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);below.

The Offer. (a) The Offeror shallCompany will, subject as soon as practicable after the Registration Statement shall have become effective under the Securities Act, commence the Offer by mailing copies of the Prospectus/Consent Solicitation Statement, the relevant Supplements, the Consent Card and other Solicitation materials to the terms and conditions of this Agreement, make an offer Partners (the “Offer”) time of commencement of such mailing being referred to purchase all herein as the "Time of the outstanding Caza Shares (including any Caza Shares Mailing"); provided, however, that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall no mailing will be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to unless the conditions covenants set forth in Schedule A hereto and such other conditions as mutually agreed Section 10 hereof to by be satisfied at the parties in writing. The term “Offer” Time of Mailing shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents have been satisfied prior to their finalization and mailing for their review and comment. Notwithstanding or concurrently with the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws commencement of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offerormailing. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that time specified as the "Approval Date" in the Prospectus/Consent Dealer Manager Agreement Cris▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇urities 3/97 2 3 Solicitation Statement (i) the Offer may which Approval Date shall be extended one or more times to a date or dates no later than at least 60 days following the date on that the mailing is completed), unless extended by the Company with your consent, which consent shall not be unreasonably withheld, as also provided in the Initial Expiry Time occurs, at the sole discretion Prospectus/Consent Solicitation Statement. The materials to be distributed to each of the Offeror, if the conditions Partners will consist of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions a letter relating to the Offer are satisfied or waived such that accompanied by copies of the Offeror takes up the Caza Shares deposited under the OfferProspectus/Consent Solicitation Statement, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered Supplement relating to the Offer for Partnership of which such Partner is an investor, a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A heretoConsent Card and other soliciting materials, including a question and answer supplement, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition use of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror which will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with approval by counsel to the tender-offer regimes in Canada Company and the United States of Americaby your counsel. The documents to be distributed as aforesaid, or any registration requirement with respect other documents relating to the Offer or the Consolidation distributed by or on behalf of the Company, the Sponsor or the Partnerships and any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction public announcements or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under advertisements relating to the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no lawthe Consolidation, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer collectively approved by the Offeror Company, counsel to the satisfaction of Company, the OfferorSponsor, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza you and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeroryour counsel, and without any costsuch materials, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it as such materials may be entitledamended, under any of modified or supplemented from time to time, are hereinafter referred to collectively as the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the "Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Materials."

The Offer. (a) The Offeror shall, 2.1 On the basis of the representations and warranties contained in this Agreement and subject to its terms and conditions, the Book Running Lead Manager hereby agrees to manage the Offer solely and on the terms and conditions of as contained in this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) 2.2 The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror Company shall not, without the prior consent written approval of Caza: (i) impose conditions to the Book Running Lead Manager, file the Offer except for those conditions set forth Document (whether Draft Red ▇▇▇▇▇▇▇ Prospectus or Red ▇▇▇▇▇▇▇ Prospectus or Prospectus) with SEBI, Stock Exchange, the Registrar of Companies or any other authority whatsoever. For the purposes of this Agreement, the terms “Draft Red ▇▇▇▇▇▇▇ Prospectus” and “Red ▇▇▇▇▇▇▇ Prospectus” and “Prospectus” shall include the preliminary or final offering memorandum. Also, the terms “Draft Red ▇▇▇▇▇▇▇ Prospectus” and “Red ▇▇▇▇▇▇▇ Prospectus” and “Prospectus” shall include any amendments or supplements to any such prospectus or any notices, corrections, corrigendum or notices in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof)connection therewith. (d) 2.3 The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfiedCompany, in its reasonable discretionconsultation with the Book Running Manager, with its due diligence investigations shall decide the terms of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, Price Band, Anchor Investor Bid / Offer Period, Bid / Offer Opening Date and Bid / Offer Closing Date, including any revisions thereof, Anchor Investor Allocation Price and the Offeror will not final Offer Price (which final Offer Price shall, for the avoidance of doubt, be subject to dual compliance binding on the Selling Shareholders) 2.4 The Company shall enter into a market making agreement with the tender-offer regimes in Canada Market Maker and the United States of AmericaBook Running Lead Manager in relation to compulsory market making by the Market Maker 2.5 Further, or any registration requirement with respect to the Offer or any Book Running lead manager may be represented on the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required of the issuer subject to the agreement between the issuer and the lead manager(s) who have the responsibility of market making in connection terms of Regulation 261 of SEBI ICDR Regulations, 2018 2.6 The Company acknowledges and takes cognizance of the deemed agreement of the Company with the making or completion SCSBs for purposes of the ASBA process in the Offer; (xiv) 2.7 The Company shall comply with corporate governance norms required under the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection listing agreement with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);NSE.

The Offer. (a) The Offeror shall, subject to Within two business days after the terms and conditions date of this Agreement, make an offer Merger Sub shall (and Parent shall cause Merger Sub to): (i) commence (within the “Offer”meaning of Rule 14d-2 under the Securities Exchange Act) the Offer to purchase for cash all of Company Shares at the outstanding Caza Shares Offer Price (including any Caza Shares that are issued after the date of such commencement, the “Offer Commencement Date”), (ii) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and prior supplements thereto and including exhibits thereto, the “Schedule TO”) that shall include the summary term sheet required thereby and, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments or supplements thereto, the “Offer Documents”) in compliance with Section 14(d) of the Exchange Act and all other provisions of applicable securities laws and (iii) cause the Offer Documents to be disseminated to holders of Company Shares to the Expiry Time extent required by applicable federal securities laws. Parent and Merger Sub shall use reasonable best efforts to cause the Offer Documents to comply in all material respects with the Exchange Act and all other applicable laws. Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to review and comment upon the Offer Documents before they are filed with the SEC or disseminated to the holders of Company Shares, and Parent and Merger Sub shall give due consideration to all the additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. Parent and Merger Sub shall give the Company and its counsel a reasonable opportunity to review and comment on any such written responses before they are submitted to the exercise SEC or surrender its staff, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Each of Caza Options Parent and Merger Sub shall respond promptly to any comments of the SEC or Caza Warrants), on its staff with respect to the basis of 0.16 of an Offeror Share for each Caza ShareOffer Documents or the Offer. (b) The Offer Documents shall contain the terms set forth in this Agreement. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be is subject only to the conditions set forth in Schedule A Annex I hereto and such other conditions as mutually agreed (the “Offer Conditions”). Merger Sub expressly reserves the right to by the parties in writing. The term “Offer” shall include waive any of the Offer Conditions and to make any change in the terms of or conditions to the Offer; provided that, without the prior written consent of the Company, Merger Sub shall not: (i) waive or change the Minimum Condition (as it may defined in Annex I); (ii) decrease the Offer Price; (iii) change the form of consideration to be amendedpaid in the Offer; (iv) decrease the number of Company Shares sought in the Offer; (v) impose additional Offer Conditions or other requirements to the Offer; (vi) otherwise amend, varied modify or supplement any of the Offer Conditions or terms of the Offer in a manner that adversely affects, or could reasonably be expected to adversely affect, the holders of the Company Shares; or (vii) extend or otherwise change the expiration date of the Offer in a manner other than as permitted or required by this Agreement. (c) Unless extended pursuant to and in accordance with the terms of this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to , the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared expire at midnight (New York City time) on the date that is 20 business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the English languageExchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right (and at the request of the Company shall be required) to extend the Offer (i)for one or more successive periods of 5 Business Days (or such other number of Business Days as may provide that be jointly determined by Merger Sub and the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide CazaCompany) if, its counsel and its financial advisors with a draft copy at the scheduled or extended expiration date of the Offer, any of the Offer Documents prior Conditions (other than conditions which by their nature are to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Acceptance Time) shall not have been satisfied or waived, until such Offer would otherwise expire in accordance with its terms or if such conditions Conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawnif permitted hereunder) pursuant to the Offer; and (ii) if for any period required by any rule, regulation, interpretation or position of the Statutory Minimum Condition is satisfied and SEC or the other conditions staff thereof applicable to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offerany period otherwise required by applicable Legal Requirement, the Offeror will make a public announcement provided however that, in each case (of the foregoing matters clauses (i) and (ii)): (x) Merger Sub may not extend the period during which Caza Shares may be deposited and tendered to Offer beyond the Offer for a period of not less than ten date that is 120 days after the date of such announcement. Subject this Agreement (the “End Date”); (y) Merger Sub shall not be required to extend the satisfaction or waiver Offer beyond the date that is 30 days after the date that all of the conditions set forth in Schedule A hereto, Offer Conditions (other than the Offeror shallMinimum Condition and those that by their nature are to be satisfied at the expiration of the Offer) have been satisfied or, to the extent legally permittedpermissible, take-up all Caza Shares validly tendered have been waived by Merger Sub; and (and not properly withdrawnz) pursuant to no such individual extension of the Offer at shall be for a period of more than five Business Days. Following expiration of the Expiry Time and shall pay for such shares as soon as practicable thereafterOffer, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror Merger Sub may, in its sole discretion, vary or waive any term or condition provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof)Exchange Act. (d) The Offeror will instruct Subject to the depositary under terms and conditions set forth in this Agreement and to the satisfaction or waiver (if permitted hereunder) of the Offer to advise Caza from time to time as Caza may reasonably request Conditions, Merger Sub shall, and Parent shall cause it to, consummate the Offer in such manner as Caza may reasonably requestaccordance with its terms and accept for payment and pay for, as promptly as practicable (i) after the expiration of the Offer (regardless of Subsequent Offering Periods), all Company Shares validly tendered and not withdrawn pursuant to the number of Caza Offer and (ii) all Company Shares that have been validly tendered in the Subsequent Offering Period (and not withdrawn) the time at which Company Shares are first accepted for payment under the Offer, the “Acceptance Time” and the date on which Company Shares are first accepted for payment under the Offer, the “Acceptance Date”). The obligation of Merger Sub (and of Parent to cause Merger Sub) to accept for payment, and pay the Offer Price for, each Company Share validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to the satisfaction, or waiver (to the extent permitted hereunder) by Parent or Merger Sub, of each of the Offer Conditions. (e) The Offeror’s obligation to make Merger Sub shall not terminate the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to any scheduled expiration date without the Latest Mailing Time; (ii) Caza shall not have breached prior written consent of the Exclusivity Agreement; (iii) Company except in the event that this Agreement shall not have been is terminated in accordance with Section 12.1;its terms. (ivf) Each of Parent, Merger Sub and the Lock-up Agreements Company agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have been duly executed and delivered by the Locked-up Shareholders on become (or prior to the date hereof, and none of the Lock-up Agreements shall have been breached become known to be) false or misleading in any material respect. Parent and Merger Sub have used, and shall use, their reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in each case to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on any change to the Schedule TO and the Offer Documents each time before any such document is filed with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel with (i) any comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Sub or their counsel in any Locked-up Shareholder discussions or terminated as a result of any default by any Locked-up Shareholder;meetings with the SEC. (vg) the Offeror Parent shall have received from cause to be provided to Merger Sub all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved funds necessary to recommend purchase any Company Shares that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse Merger Sub becomes obligated to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply purchase pursuant to the Offer, and the Offeror will not be subject shall cause Merger Sub to dual compliance with the tender-offer regimes in Canada and the United States perform, on a timely basis, all of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited Merger Sub’s obligations under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan this Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shallBarrick shall promptly publicly announce its intention to amend the Original Offer, subject to the terms and conditions set forth below, to increase the consideration payable thereunder to, at the election of this Agreementa Shareholder, $22.50 in cash or 0.8269 of a Barrick Common Share plus $0.05 in cash, in each case subject to pro ration as described in the Original Offer, provided that the maximum cash consideration will be $1,343,618,621 and the maximum share consideration will be 333,180,480 Barrick Common Shares (in each case calculated on a fully diluted basis). Barrick will continue to offer the "Rollover Option", as defined and described in the Original Offer. The conditions of the Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation shall also contain an amendment to Section 13(e) of the Offer portion of the Circular to replace the phrase "in its sole discretion" with the phrase "in its reasonable discretion". Barrick will not be required to make an offer the Offer in any jurisdiction where it would be illegal to do so. (b) Barrick shall mail the “Offer”Notice of Variation in accordance with the Securities Act (Ontario) and regulations thereunder and all other applicable securities laws, including the applicable securities laws of the United States, (collectively, "Applicable Securities Laws") to purchase each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on January 5, 2006 (such time on such date being referred to herein as the "Latest Mailing Time"); provided, however, that if the mailing of the Notice of Variation is delayed by reason of Placer Dome not having provided to Barrick the Directors' Circular referred to in Section 2.1(h)(vi) as well as any information pertaining to Placer Dome that is necessary for the completion of the Notice of Variation by Barrick, or not having provided Barrick with such other assistance in the preparation of the Notice of Variation as may be reasonably requested by Barrick in order that the Notice of Variation comply in all material respects with Applicable Securities Laws, then the Latest Mailing Time shall be extended to 11:59 p.m. on the fifth business day following the date on which Placer Dome supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Notice of Variation, Barrick shall provide Placer Dome and its counsel with a reasonable opportunity to review and comment on it, recognizing that whether or not such comments are appropriate will be determined by Barrick, acting reasonably. (d) Barrick agrees that, provided all of the outstanding Caza Shares (including any Caza Shares that are issued after conditions to the date Offer set out in Schedule A hereto shall have been satisfied or waived, Barrick shall take up and pay for all of the Shares tendered under the Offer promptly and prior in any event no later than two business days following the time at which it becomes entitled to take up such Shares under the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. Offer pursuant to applicable Laws. (e) The Offer shall be made in accordance with this Agreement, Applicable Securities Laws and applicable Lawshall expire not earlier than midnight (Toronto time) on January 19, 2006 and shall be not later than the 20th day following the Latest Mailing Time, subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed right of Barrick to by extend from time to time the parties in writing. The term “Offer” shall include period during which Shares may be deposited under the Offer (such time, as it may be amendedextended, varied or extended in accordance with this Agreementis referred to herein as the "Expiry Time"). The Offeror and Caza Barrick shall cooperate in making on a timely basis any filings with respect use all reasonable efforts to consummate the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedterms and conditions hereof and thereof. (bf) The Offer shall expire at the Initial Expiry Time, except It is understood and agreed that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror Barrick may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefit, Offer; provided that the Offeror Barrick shall not, without the prior consent of CazaPlacer Dome, increase or decrease the Minimum Tender Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the maximum cash consideration or maximum share consideration, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Share and/or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty, subject to Section 2.1(g), does not include a waiver of a condition) in a manner which is adverse to the Shareholders. (g) Barrick may waive the Minimum Tender Condition only if: (i) impose conditions there shall have been validly deposited pursuant to the Offer except for those conditions set forth in Schedule A hereto; and not withdrawn at the Expiry Time that number of Shares which constitutes at least 60% of the Shares outstanding calculated on a fully diluted basis, or (ii) change Barrick obtains such relief from the form of the consideration United States Securities and Exchange Commission as may be necessary to be paid for each Caza Share (unless the consideration includes consideration in addition allow Barrick to the consideration required to be offered take up Shares on more than one date and there shall have been validly deposited pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under Offer and not withdrawn at an expiry date of the Offer that number of Shares which constitutes at least 50% of the Shares outstanding calculated on a fully diluted basis. In the circumstances described in clause (ii), subject to advise Caza from Applicable Securities Laws, Barrick will use its commercially reasonable efforts to extend the time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as for deposits to the number Offer after any such take-up to permit Shareholders holding, in the aggregate, 662/3% of Caza the Shares that have been tendered (and not withdrawn) under outstanding calculated on a fully diluted basis to accept the Offer. (eh) The Offeror’s obligation of Barrick to make amend the Original Offer and to deliver the Offer Documents to the Caza Shareholders is conditional uponon the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Barrick and any or all of which may be waived by Barrick in whole or in part in its sole discretion (other than the condition set out in Section 2.1(h)(iv) below, which must be waived if Barrick has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(ix) below, which may be waived only with the consent of Placer Dome) without prejudice to any other right it may have under this Agreement and which conditions shall be deemed to have been waived by the making of the amended Offer: (i) the Offeror obligations of Barrick hereunder shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior not have been terminated pursuant to the Latest Mailing TimeSection 7.1; (ii) Caza the Barrick Common Shares to be issued to Shareholders shall have been conditionally approved for listing on the TSX and Barrick shall not have breached been advised that such Barrick Common Shares would not be approved for listing, subject to notice of issuance, by the Exclusivity AgreementNYSE; (iii) this Agreement no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Barrick, a Barrick Subsidiary or any Person acting jointly or in concert with Barrick) shall not have been terminated in accordance with Section 12.1occurred that would render it impossible for one or more of the conditions set out on Schedule A hereto to be satisfied; (iv) the Lock-up Agreements assurances satisfactory to Barrick, acting reasonably, shall have been duly executed received by Barrick that all waivers, rulings or orders necessary for Barrick to amend the Original Offer and delivered by the Locked-up Shareholders on or prior to mail to the date hereof, and none Shareholders the Notice of the Lock-up Agreements shall Variation have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholderwill be obtained from all applicable securities commissions or other regulatory authorities; (v) the Offeror Placer Dome Board of Directors shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend unanimously recommended that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse that has substantially the same effect or taken any other action or made any other public statement in connection with the Offer inconsistent with such recommendation; (vi) the Placer Dome Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Barrick for mailing with the Notice of Variation an amended directors' circular (the "Directors' Circular") unanimously recommending that Shareholders accept the Offer; (vii) the Caza Board Placer Dome shall have issued a Deposit Period News Release complied in a form satisfactory to the Offeror, acting reasonablyall respects with its covenants in Section 6.2 and in all material respects with its other covenants in this Agreement; (viii) all representations and warranties of Placer Dome set forth in this Agreement shall be true and correct in all material respects at the tender offer rules under the securities Laws time of the United States making of America will not apply to the amended Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto;; and (ix) no cease trade order, injunction or other prohibition at Law shall exist or have been commenced or threatened against the Offeror Barrick making the Offer, Offer or taking up or paying for Caza Shares deposited under the Offer or completing Offer. Prior to printing the Directors' Circular, Placer Dome shall provide Barrick with a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no lawreasonable opportunity to review and comment on it, regulation, policy, judgment, decision, order, ruling or directive (recognizing that whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offerorsuch comments are appropriate will be determined by Placer Dome, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person . The Directors' Circular shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have include a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion copy of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction written fairness opinion of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit CIBC World Markets Inc., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Incorporated and for the benefit of its respective successors and assigns)▇▇▇▇▇▇▇, in writing and in a form acceptable Sachs & Co. referred to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);below.

The Offer. (a) The Offeror shallAs promptly as practicable after the date hereof, subject to but in no event later than the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued seventh Business Day after the date of the Offer first public announcement of the execution and prior to the Expiry Time on the exercise or surrender delivery of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Parent shall cause Merger Sub to commence (within the meaning of Rule 14d-2 under the Securities Laws and applicable LawExchange Act of 1934, as amended, and the rules and regulations thereunder (the “Exchange Act”)), and Merger Sub shall commence, the Offer. The obligation of Merger Sub to accept for payment and pay for shares of Company Common Stock validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to the those conditions set forth in Schedule Annex A hereto (any of which may be waived by Merger Sub in its sole discretion; provided, however, that, without the prior written consent of the Company, Parent and such other conditions Merger Sub shall not waive the Minimum Tender Condition). (b) As soon as mutually agreed to by practicable on the parties in writing. The term “Offer” shall include date of commencement of the Offer as it may be amended(within the meaning of Rule 14d-2 under the Exchange Act), varied or extended in accordance Parent and Merger Sub shall file with this Agreement. The Offeror the United States Securities and Caza shall cooperate in making on a timely basis any filings Exchange Commission (the “SEC”) with respect to the Offer a Tender Offer Statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which will comply as to form in all material respects with the provisions of applicable federal securities Laws and will contain an offer to purchase relating to the Offer and forms of related letters of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (which documents, together with any amendments, supplements or exhibits thereto, are referred to herein collectively as the “Offer Documents”), which shall be disseminated to the holders of shares of Company Common Stock as and to the extent required by the Exchange Act. Subject to the provisions of Section 7.3, the Schedule TO and the Offer Documents may include (and the Company hereby consents to the inclusion of) the Recommendation. Merger Sub may, but shall not be required to, provide guaranteed delivery procedures for the tender of shares of Company Common Stock in the Offer; provided, however, if Merger Sub provides guaranteed delivery procedures, for purposes of determining whether the Tender Condition has been satisfied, Parent and Merger Sub shall include for purposes of its determination thereof shares of Company Common Stock tendered in the Offer pursuant to guaranteed delivery procedures if and only if shares of Company Common Stock subject to such guarantees have been received by, or on behalf of, Merger Sub as of the Expiration Date. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and its Subsidiaries that is required by applicable Laws to be included in the Schedule TO or the Offer Documents. Parent, Merger Sub and the Company shall cooperate in good faith to determine and include the information regarding the Company that is necessary, reasonably appropriate, or otherwise reasonably requested by Parent for inclusion in the Schedule TO and the Offer Documents to satisfy applicable Laws. Each of Parent, Merger Sub and the Company shall promptly correct any information provided by it or on its behalf for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and to supplement the information contained in the Schedule TO and the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case, as and to the extent required by applicable Laws. Parent and Merger Sub shall take all steps necessary to cause the Schedule TO and the Offer Documents, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected, to be disseminated to the holders of Company Common Stock, in each case, as and to the extent required by applicable Laws. Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to the filing thereof with the SEC. Parent and Merger Sub shall provide in writing to the Company and its counsel any and all comments or other communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Schedule TO and the Offer Documents promptly after such receipt, and Parent and Merger Sub shall provide the Company and its counsel a reasonable opportunity to participate in the formulation of any response to any such comments of the SEC or its staff (including a reasonable opportunity to review and comment on any such response, to which Parent and Merger Sub shall give due consideration to any comments made by the Company and its counsel) and to participate in any discussions with the SEC or its staff regarding any such comments. (c) Each of Parent and Merger Sub expressly reserves the right to modify the terms of the Offer, including amendments thereafter except that neither Parent nor Merger Sub shall, without the prior written consent of the Company, (i) decrease the Offer Price payable in the Offer or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) change or modify the conditions to the Offer in a manner adverse to the Company or holders of shares of Company Common Stock, (iv) impose additional conditions to the Offer, (v) amend or waive the Minimum Tender Condition, (vi) amend any term of the Offer in any manner materially adverse to the Company or holders of shares of Company Common Stock, or (vii) extend the then Expiration Date of the Offer, except as required by Securities Laws or Laws. permitted in Section 1.1(d). (d) The Offer shall initially be prepared scheduled to expire at midnight (New York City time) on the 20th Business Day (calculated as set forth in Rule 14d-1(g)(3) under the English languageExchange Act) following the commencement of the Offer (the initial expiration date, or such subsequent date to which the expiration of the Offer is extended pursuant to and in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, Merger Sub shall extend the Expiration Date for any period required by the Exchange Act, the interpretations and positions of the SEC and its staff with respect thereto or the rules and regulations of the NASDAQ Stock Market, LLC (“Nasdaq”) applicable to the Offer or as may provide that be required by any other Governmental Entity. Unless this Agreement has been terminated in accordance with Article 9 (and subject to each party’s rights to terminate this Agreement in accordance with Article 9), if, at any scheduled Expiration Date, all of the conditions to the Offer set forth in Annex A shall not have been satisfied or earlier waived, Merger Sub shall extend the Offer and the Expiration Date to a date that is only being made not more than ten Business Days after such previously scheduled Expiration Date; provided, however, that Merger Sub shall not be required to extend the Offer and the Expiration Date to a date later than the Outside Date. Merger Sub shall not terminate or withdraw the Offer without the prior written consent of the Company, other than in jurisdictions where permitted by applicable lawconnection with the termination of this Agreement in accordance with Article 9. The Offeror In the event this Agreement is terminated pursuant to Article 9 prior to any scheduled Expiration Date, Merger Sub shall promptly (and in any event within 48 hours after such termination) irrevocably and unconditionally terminate the Offer. Merger Sub may not provide Caza, its counsel and its financial advisors with a draft copy “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. (e) Subject to the terms of the Offer Documents prior to their finalization and mailing for their review this Agreement and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders satisfaction or earlier waiver of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule Annex A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry as of the Offer Expiration Date, Merger Sub shall promptly, on or after the Expiration Date, accept for payment (such time of acceptance for payment, the “Acceptance Time”) and promptly (and in any event within two Business Days (calculated as set forth in Rule 14d-1(g)(3) under the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid Exchange Act)) pay for all Caza Shares then shares of Company Common Stock validly tendered (and not properly withdrawn) withdrawn pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions . Parent shall cause Merger Sub to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offerhave, on a timely basis, the Offeror will make a public announcement funds necessary to purchase all shares of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered Company Common Stock that Merger Sub becomes obligated to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) purchase pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, Article VIII and none of the Lock-up Agreements events or conditions set forth in Annex A shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities occurred and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer be existing and shall not have withdrawn such recommendation been waived in writing by Parent or changedMerger Sub (the conditions set forth in Annex A, modified the “Tender Offer Conditions”), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer as soon as reasonably practicable, but not later than twenty (20) Business Days after the date of this Agreement. Without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price or qualified such recommendation change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose conditions on the Offer in addition to the Tender Offer Conditions, waive or amend the Minimum Condition or, except as may be required by a Governmental Authority, amend any other term of the Offer in a manner that is materially adverse to the Company Stockholders. Notwithstanding the foregoing, Merger Sub expressly reserves the right to increase the Offer Price and to waive any of the Tender Offer Conditions, other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer;. (viib) Merger Sub shall, and Parent shall cause Merger Sub to, file with the Caza Board shall have issued U.S. Securities and Exchange Commission (the “SEC”) a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement statement on Schedule TO with respect to the Offer or any on the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under date that the Offer is commenced, which tender offer statement shall include an offer to purchase, form of letter of transmittal and form of notice of guaranteed delivery (together with any supplements or completing amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Stockholders in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and Merger Sub agree that the Offer Documents shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC, on the date first published, sent or given to the Company Stockholders and upon consummation of the Offer (including all applicable extensions and subsequent offering periods), shall not contain any untrue statement of a Compulsory Acquisition material fact or a Subsequent Acquisition Transaction; (x) omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no lawcovenant, regulationagreement, policyrepresentation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Offer Documents. The Company, judgment, decision, order, ruling or directive (whether or not having Parent and Merger Sub each agree promptly to correct any information provided by it for use in the force of law) Offer Documents if and to the extent that it shall have been proposedbecome false or misleading in any material respect, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing and Parent further agrees to take all steps necessary to cause the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined Documents as so corrected to be a Superior Proposal; (xiii) filed with the Offeror SEC and disseminated to the Company Stockholders to the extent required by applicable Law. The Company shall have received promptly furnish to Parent and Merger Sub all information concerning the Company that is required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required or reasonably requested by Parent or Merger Sub in connection with the making or completion obligations relating to the Offer Documents contained in this Section 1.01(b). The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto in advance of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection filing with the making SEC or completing dissemination to the Offer Company Stockholders, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Offeror to Company and its counsel. Parent and Merger Sub shall (i) provide the satisfaction of the Offeror, acting reasonable, including (if required) the consent Company and its counsel with a copy of any regulatory body governing the operations written comments or telephonic notification of Caza any oral comments with respect to the change of control of Caza Offer that Parent or Merger Sub may receive from the SEC or its staff (the “SEC Staff”) as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any direct or indirect transfer of ownership such comments, and (iii) provide the Company and its counsel with a copy of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses written responses thereto and authorizations telephonic notification of Caza post-closing in a similar fashion any oral responses thereto of Parent and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation Merger Sub or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; andtheir counsel. (c) Caza Subject to the terms and conditions thereof, the Institutional Investor acknowledge Offer shall remain open until midnight, New York City time, at the end of the 20th Business Day beginning with (and agree including) the date that the Offeror Offer is relying on such agreement commenced (determined in connection accordance with Rule 14d-2 under the Exchange Act) (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with this Section 1.01(c) or Section 1.01(d) or as may be required by applicable Law (in which event the term “Expiration Date” shall mean the latest time and date as the Offer; , as so extended, may expire); provided, however, that (xvii) Caza Merger Sub shall have delivered the right, in its sole discretion, but not the obligation to extend the Offer for one or more periods of not more than five (5) Business Days each if, at the scheduled Expiration Date, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) Merger Sub may, in its sole discretion, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to twenty (20) Business Days to acquire outstanding shares of Company Common Stock if all of the Tender Offer Conditions are satisfied, but the number of shares of Company Common Stock that have been validly tendered and not properly withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock. Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or of the SEC Staff applicable to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Offer.

The Offer. (a) The Offeror shall, subject Subject to the terms and conditions hereof, Suncor agrees to amend the Original Offer by (i) increasing the price offered per COS Share to 0.28 of this Agreementa Suncor Share; (ii) replacing the conditions to the Original Offer with the conditions set out in Schedule A; (iii) extending the expiry time under the Original Offer to 4:00 p.m. (Calgary time) on February 5, make an offer 2016, or such later date as Suncor may require not to exceed ten days from the date on which the Suncor Notice of Variation is delivered pursuant to Section 1.1(c) (the “Amended Expiry Time”); and (iv) removing the requirement of Suncor to provide the Mandatory Extension Period pursuant to the Offer”) , such removal only to purchase all be effective concurrently with the waiver or suspension of the outstanding Caza Shares (including any Caza Shares that are issued after operation of the date COS 2013 Rights Plan and the COS 2015 Rights Plan in respect of the Offer and provided that Suncor has provided written notice to COS that more than 90% of the COS Shares (on a fully-diluted basis) were tendered to the Offer on or prior to February 2, 2016. For greater certainty, no additional payment will be made for any Rights and no amount of consideration to be paid by Suncor for the Expiry Time on COS Shares will be allocated to any Rights associated with any COS Shares deposited to the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share Offer and taken up and paid for each Caza Shareby Suncor. The obligations of Suncor to take up and pay for COS Shares tendered to the Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other A. Forthwith upon the conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy completion of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding being satisfied, Suncor shall issue a news release announcing the foregoing, same (the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated“Announcement”). (b) The Offer Suncor shall expire at have the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occursright, at the its sole discretion of the Offerorand subject to compliance with Applicable Securities Laws, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms to extend, or if such conditions are satisfied or waived at or prior to further extend, the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza COS Shares may be deposited under the Offer and, in the event Suncor takes up COS Shares deposited to the Offer, Suncor shall make the Announcement and, following the Initial Take-up Time and tendered to unless the conditions in Section 1.1(a)(iv) are met, shall extend the time during which COS Shares may be deposited under the Offer for a period of not less than ten days Business Days after the date of such announcement. Subject Announcement (the “Mandatory Extension Period”), the Amended Expiry Time, as it may be so extended, being the “Expiry Time”. (c) Provided that this Agreement has not otherwise been terminated, Suncor shall notify the Depositary of the variation and extension of the Original Offer pursuant to Section 1.1(a) and mail the Suncor Notice of Variation prepared in the English and French languages to the satisfaction or waiver registered holders of the conditions set forth COS Shares and holders of securities convertible into COS Shares in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares accordance with Applicable Securities Laws as soon as reasonably practicable thereafter, and, after the conditions in Section 1.2 are satisfied or waived by Suncor and in any eventevent not later than 11:59 p.m. (Calgary time) on January 29, 2016 (such time on such date being referred to herein as the “Latest Mailing Time”). However, if the mailing of the Suncor Notice of Variation is delayed by reason of: (i) an injunction or before order made by a court or Governmental Entity of competent jurisdiction; or (ii) any failure of a condition in Sections 1.2(a) or 1.2(b) to be satisfied, for which written notice of such failure has been given to COS by Suncor, then, provided that such injunction or order is being contested or appealed or such failure of such condition is rectified within five (5) Business Days following notice thereof, as applicable, then the third Latest Mailing Time shall be extended for a period ending on the fifth (5th) Business Day following the date on which such injunction or order ceases to be in effect or such cure is effected, as applicable. If such injunction, order or failure of a condition continues in effect by such time, then Suncor may elect not to proceed with making the Offer in the manner contemplated herein or providing the Suncor Notice of Variation in connection therewith. COS and its advisors shall be given an opportunity to review and comment on the Suncor Notice of Variation, and any supplements or amendments thereto, prior to its filing and printing, recognizing that whether or not such Caza Shares comments are taken up appropriate will be determined by the OfferorSuncor, acting reasonably. (cd) The Offeror COS acknowledges and agrees that Suncor may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefitor extend the Expiry Time; provided, provided however, that the Offeror Suncor shall not, without the prior written consent of CazaCOS: (i) waive the Minimum Condition or amend the Minimum Condition to a level below more than 50% of the outstanding COS Shares (on a fully-diluted basis); (ii) except as contemplated in Section 1.1(a)(iv), waive the Mandatory Extension Period; (iii) decrease the consideration per COS Share or change the form of consideration payable under the Offer (other than to add additional consideration); (iv) decrease the number of COS Shares in respect of which the Offer is made; or (v) impose additional conditions to the Offer except for those or otherwise vary the Offer (or any terms or conditions set forth thereof) in Schedule A hereto; a manner which is adverse to the COS Shareholders (it being understood that a waiver, in whole or (ii) change the form in part, of any condition of the consideration Offer in accordance with this Agreement and any extension of the Expiry Time, shall not be considered to be paid for each Caza Share (unless the consideration includes consideration in addition adverse to the consideration required to be offered pursuant to the provisions hereofCOS Shareholders). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation Subject to make Section 1.1(d), Suncor agrees that, provided all of the conditions to the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, set out in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements Schedule A shall have been duly executed satisfied or waived, Suncor shall take up and delivered by pay for all the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza COS Shares deposited tendered under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or as soon as reasonably possible and in any event not having later than three Business Days following the force of law) shall have been proposed, enacted, promulgated, amended or applied, time at which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing it becomes entitled to take up such COS Shares under the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);applicable Laws.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1;8.1, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable following the execution of this Agreement, and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase all outstanding Shares at the Per Share Amount; provided, however, that such five (5) Business Day deadline to commence the Offer will be extended until such date as the Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex I (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1.1(c) and 1.1(d), to waive any Tender Offer Condition, increase the Per Share Amount, provided that without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior impose additional conditions to the date hereofOffer, and none (v) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions (other than the Minimum Condition)) or (vi) modify or amend any other term of the Lock-up Agreements shall have been breached Offer, in the case of this clause (vi), in any material respect by any Locked-up Shareholder manner (A) adverse to the holders of Shares or terminated (B) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect; provided that (A) the Minimum Condition may be lowered as a result of any default by any Locked-up Shareholder;the Company’s becoming Current (as defined in Annex I) without the Company’s consent as provided on Annex I hereto, and (B) Parent may, at its option and in its sole discretion, reduce the Minimum Condition to no less than a majority of the number of Shares outstanding assuming the full exercise of all options, rights and convertible securities (if any) with an exercise price of less than the Offer Price and the issuance of all Shares the Company is obligated to issue thereunder, in each case without the prior written consent of the Company. (vc) On the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion date of the Offer and the mailing commencement of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, Parent and the Offeror will not Merger Sub shall file or cause to be subject to dual compliance filed with the tender-offer regimes in Canada SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the United States of America, or any registration requirement “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the Offeror shares issued pursuant “Offer Documents”). Parent, Merger Sub and the Company each agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, use reasonable best efforts to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws as determined in Parent’s reasonable judgment. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto;) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (ixd) no cease trade order, injunction or other prohibition The Offer to Purchase shall exist or have been commenced or threatened against provide for an expiration date of the Offeror making the Offer, taking up or paying for Caza Shares deposited 20th Business Day (as defined in Rule 14d-1 under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; Exchange Act, “Business Day”) following (xand including the day of) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment commencement of the OfferorOffer (such date, acting reasonably, would prohibit or such subsequent date to which the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing expiration of the Offer is extended pursuant to and in accordance with the terms of this agreement, the “Expiration Date”). Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which withdraw the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required Offer other than in connection with the making effective termination of this Agreement in accordance with Section 8.1 hereof. Except as provided in this Section 1.1(d), Merger Sub shall not, and Parent shall cause Merger Sub not to, extend or completion delay the Expiration Date (or expiration time) without the prior written consent of the Company. Notwithstanding the foregoing, Merger Sub and Parent may, without receiving the consent of the Company, (A) extend the Expiration Date for any period required by applicable rules and regulations of the SEC, the NASDAQ Global Market (the “NASDAQ”) or any other stock exchange or automated quotation system applicable to the Offer;, or (B) in the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 8.1, if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to extend the Offer and the Expiration Date to a date that is not more than ten (10) Business Days after such previously scheduled Expiration Date; provided that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the End Date. In the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), Merger Sub may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a number of days to be determined by Parent which shall be not less than three (3) nor more than twenty (20) Business Days in the aggregate; provided that Merger Sub shall, and Parent shall cause Merger Sub to, immediately accept and promptly pay for all Shares tendered during the initial offering period and immediately accept and promptly pay for all Shares tendered during each such subsequent offering period, in each case in accordance with Rule 14d-11 under the Exchange Act. (xive) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror Subject solely to the satisfaction or waiver (to the extent permitted by this Agreement) by Merger Sub of the OfferorTender Offer Conditions, acting reasonableMerger Sub shall, including and Parent shall cause Merger Sub to, as soon as possible after the scheduled expiration of the Offer (if required) the consent of any regulatory body governing the operations of Caza as it may be extended in accordance with respect to the change of control of Caza Section 1.1(d)), accept for payment Shares validly tendered and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business not withdrawn pursuant to the licenses Offer (the date of acceptance for payment, the "Acceptance Date," and authorizations the time of Caza post-closing in a similar fashion acceptance for payment on the Acceptance Date, the "Acceptance Time") and with the same license terms and conditions as were in place prior promptly pay for such Shares. Parent shall or shall cause Merger Sub to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable provide or cause to be provided to the Offeror, and without Paying Agent on a timely basis the funds necessary to purchase any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right Shares that Merger Sub becomes obligated to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior purchase pursuant to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. 1.1 Subject to the provisions of the Support Agreement, not later than the Latest Mailing Time, Nucor shall cause the Offeror to mail the Offer in accordance with the terms of the Support Agreement. The Offer shall: (ai) The Offeror shalloffer not less than Cdn.$46.25 in cash for each Share; and (ii) expire not earlier than midnight (Toronto time) on the 35th day after the date of mailing of the Offer, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all right of the outstanding Caza Offeror to extend the period during which Shares (including any Caza Shares that are issued after the date of may be deposited under the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer (as it may be amended, varied or extended in accordance with this Agreementthe “Expiry Time”). The Offeror and Caza shall cooperate in making on a timely basis Notwithstanding any filings with respect other provision hereof, but subject to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in conditions of Section 2.1(2) of the English language. Notwithstanding the foregoingSupport Agreement, the Offer may provide that will permit the Subject Persons to tender to the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy through the use of the Offer Documents prior Holdco Alternative and the Subject Persons shall be permitted to their finalization and mailing for their review and commenteffect all transactions required to reorganize in order to accept the Holdco Alternative. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost Subject to the Offeror. No fractional Offeror Shares will be issued. Any holder satisfaction of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth as contemplated in Schedule A are not satisfied at Section 1.2 below, Nucor shall abide by and perform its obligations under this agreement, the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer Support Agreement and the Offer, including, but not limited to, causing the Offeror has, to the extent legally permitted, concurrently with or before such extension taken take-up and paid pay for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Subject Shares deposited under the OfferOffer (or, if applicable, acquire any Holdco Shares pursuant to and in accordance with the Offeror will make a public announcement terms and conditions of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawnHoldco Agreements) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, reasonably possible and, in any event, on or before the third Business Day not later than three (3) business days following the date that time at which the Offeror becomes obligated to take up such Caza Shares are taken up by under the OfferorOffer pursuant to the Securities Act (Ontario) and the regulations thereunder and other applicable securities laws (collectively, “Applicable Securities Laws”). 1.2 The obligation of Nucor to cause the Offeror to make the Offer and to take up and pay for the Subject Shares under the Offer (cor, if applicable, acquire any Holdco Shares pursuant to a Holdco Agreement) shall not be subject to any conditions, save and except for those conditions set out in the Support Agreement (and, in the case of any Holdco Shares, pursuant to the Holdco Agreement with the Subject Person). The conditions to the making of the Offer and of the Offer itself are for the sole benefit of Nucor or the Offeror and may be waived in whole or in part in their sole discretion. 1.3 Each Subject Person acknowledges and agrees that the Offeror may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefitOffer; provided that, provided that and the Offeror hereby covenants that, it shall not, without the prior written consent of Caza: (i) the Subject Persons and the Company, increase the Minimum Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer except for those conditions set forth in Schedule A hereto; is made or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary payable under the Offer (other than to advise Caza from time to time as Caza may reasonably request add additional forms of consideration) or in any other respect that is material and in such manner as Caza may reasonably request, as adverse to the number interests (including economic benefits) of Caza Shares the Subject Persons. It is further understood and agreed that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfiedmay, in its reasonable sole discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in waive any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and in whole or in part at any time that are for the mailing benefit of Nucor or the Offeror. 1.4 Nucor hereby covenants to pay to the Subject Person the highest price per Share paid to any other shareholder of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply Company pursuant to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with as the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, extended or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver varied from time to time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shallMerger Agreement provides that Merger Subsidiary will commence the Offer and that, subject to upon the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A heretoof the Offer, the Offeror shall, to the extent legally permitted, take-up Merger Subsidiary will purchase all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time Offer. The obligation of Merger Subsidiary to accept for payment and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before Shares validly tendered prior to the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition expiration of the Offer for its benefitis conditioned upon satisfaction of the Minimum Condition and the satisfaction or waiver of the conditions described in Annex A to the Merger Agreement. The Merger Agreement provides that Merger Subsidiary may not amend or waive the Minimum Condition, provided that or decrease the Offeror shall notOffer Price, without change the prior consent form of Caza: (i) impose consideration payable in the Offer, decrease the number of Shares sought in the Offer, add to or change conditions to the Offer except for those or make any other change in the terms or conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to Offer without the prior written consent of the Company. Notwithstanding the foregoing provisions, if on the scheduled expiration of the Offer (as it may be paid for each Caza Share (unless the consideration includes consideration in addition extended), all conditions to the consideration required Offer have not been satisfied or waived, the Offer may be extended from time to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary time, unless any applicable waiting period under the HSR Act has not expired or been terminated, in which case the Offer to advise Caza will be extended from time to time until the earlier of the consummation of the Offer or August 28, 2000. If an insufficient number of Shares are tendered pursuant to this Offer prior to the Expiration Date and the Merger Agreement is terminated as Caza may reasonably request a consequence of the failure to satisfy the Minimum Condition, the Company has agreed to pay Parent a termination fee of $1,000,000. STOCK OPTION AGREEMENT. The Merger Agreement provides that, if following a Subsequent Offering Period, if any, Merger Subsidiary has acquired Shares purchased in the Offer and in such manner as Caza may reasonably requestShares represent less than 90% of the Shares outstanding on a fully diluted basis, as Parent, Merger Subsidiary and the Company will enter into a stock option agreement, on customary terms, pursuant to which the Company will grant to Merger Subsidiary an option to purchase that number of Shares equal to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents that, when added to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in number of Shares owned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none affiliates immediately following expiration of the Lock-up Agreements shall have been breached Subsequent Offering Period, results in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion Merger Subsidiary's beneficially owning 90% of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in Shares then outstanding on a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);fully diluted basis.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Article VIII and that the Company has complied with its obligations under Section 12.1;1.2, as promptly as practicable after the date of this Agreement but in no event more than ten (10) business days after the date of this Agreement (or such later date as the parties may agree), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (ivb) Subject to the Lock-up Agreements terms and conditions of this Agreement and to the satisfaction, or waiver (to the extent permitted under this Agreement) by Purchaser, of the conditions set forth in Annex I (collectively, the “Offer Conditions”) as of the Expiration Date in accordance with Section 1.1(d), Purchaser shall have been duly executed promptly on or after the Expiration Date accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and delivered pay (by delivery of funds to the Locked-up Shareholders Depository Agent) for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Parent shall on or prior to the date hereofExpiration Date provide or cause to be provided to Purchaser, on a timely basis, the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective as promptly as practicable after the Offer Acceptance Time. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, and none of with consummation thereof subject to the Lock-up Agreements shall have been breached Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities terms and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and not inconsistent with the mailing terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the applicable Offer Documents; Company (viwhich consent may be withheld in the sole discretion of the Company), Purchaser shall not (A) the Caza Board shall have resolved to recommend that the Caza Shareholders accept decrease the Offer and shall not have withdrawn such recommendation Price other than in accordance with Section 1.1(f), (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or changed, modified supplement any of the terms of the Offer or qualified such recommendation the Offer Conditions in a manner adverse that adversely affects holders of Shares, (F) amend, modify or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Offer;Expiration Date, unless this Agreement is terminated in accordance with Article VIII. (viid) Unless extended pursuant to and in accordance with the Caza Board terms of this Agreement, the Offer shall have issued a Deposit Period News Release expire at one minute after 11:59 p.m. (Boston time) on the date that is twenty (20) business days (calculated in a form satisfactory accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) Notwithstanding any provision to the Offerorcontrary contained in this Agreement but subject to the parties’ respective rights to terminate the Agreement pursuant to Article VIII, acting reasonably; (viiii) the tender offer rules under the securities Laws if, as of the United States scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of America will not apply the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to 10 business days per extension, to permit such Offer Condition to be satisfied, (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Law, any interpretation or position of the SEC or the staff thereof or any rules and regulations of the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer, and (B) periods of up to 10 business days per extension, until any waiting period (and any extension thereof) applicable to the Offeror will consummation of the Offer under the HSR Act or any applicable foreign Antitrust Law shall have expired or been terminated, (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to 10 business days per extension, to permit such Offer Condition to be satisfied, and (iv) if the Company has delivered a Change of Status Notice to Parent, and the Company so requests, Purchaser shall extend the Offer on one or more occasions so that the Expiration Date does not occur earlier than two (2) business days immediately after the expiration of the Notice Period or Intervening Event Notice Period, as applicable; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8.1 and (y) the End Date (such earlier date, the “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, or (3) be permitted, without the prior written consent of the Company, which shall not be subject unreasonably withheld, or required by the Company, to dual compliance extend the Offer by periods exceeding an aggregate of 20 business days in the event that (x) the Company has not delivered to Parent a Change of Status Notice and (y) each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then scheduled Expiration Date and the Minimum Condition shall not have been satisfied as of such scheduled Expiration Date. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1. (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) Nothing in this Section 1.1 shall be deemed to impair, limit or otherwise restrict the right of the Company, Purchaser or Parent to terminate this Agreement pursuant to Section 8.1. In the event that this Agreement is terminated pursuant to the terms hereof, Purchaser shall (and Parent shall cause Purchaser to) as promptly as practicable irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the tender-SEC a tender offer regimes in Canada and the United States of America, or any registration requirement statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under incorporate by reference the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment to Purchase and form of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; related letter of transmittal and (xiii) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing cause the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to Purchase and related documents to be a Superior Proposal; disseminated to holders of Shares, in each case as and to the extent required by applicable Law. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (xiiiwhich together constitute the “Offer Documents”) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection filed by either Parent or Purchaser with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror SEC to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing comply in all material respects; (xv) respects with the Institutional Shareholder Exchange Act and Caza the rules and regulations thereunder and other applicable Laws. Each of Parent, Purchaser and the Company agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), become false or misleading in writing and in a form acceptable to the Offerorany material respect, and without any cost, obligation or Parent further action required by either agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreementShares, in each case, that would exist or arise from, in connection with or case as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);extent required by applicable Law. The Company

The Offer. (a) The Offeror shallYamana shall promptly publicly announce its intention to amend the Original Offer, subject to the terms and conditions set forth below, to increase the consideration payable thereunder to 2.235 Yamana Common Shares and C$7.00 in cash for each Share. The conditions of this Agreementthe Original Offer will be replaced by the conditions set out in Schedule A. The Notice of Variation and Extension shall also contain an amendment to Section 13 of the Offer portion of the Circular to replace the phrase “in its sole discretion” with the phrase “in its reasonable discretion”. Yamana will not be required to make the Offer in any jurisdiction where it would be illegal to do so. (b) Yamana shall prepare the Notice of Variation and Extension in both the English and French languages and amendments to the Schedule TO and the Form F-10, make an offer in all material respects in accordance with applicable securities laws in Canada, the United States and the United Kingdom, including the 1933 Act and the 1934 Act (collectively, “Applicable Securities Laws”). Yamana shall mail the Notice of Variation and Extension in accordance with Applicable Securities Laws to each registered holder of Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on September 28, 2007 (such time on such date being referred to herein as the “OfferLatest Mailing Time”); provided, however, that if the mailing of the Notice of Variation and Extension is delayed by reason of Meridian not having provided to Yamana the Directors’ Circular referred to in Section 2.1(h)(v) as well as any information pertaining to purchase Meridian that is necessary for the completion of the Notice of Variation and Extension by Yamana, then the Latest Mailing Time shall be extended to 11:59 p.m. on the second business day following the date on which Meridian supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Notice of Variation and Extension and the filing of the amendment to the Schedule TO, Yamana shall provide Meridian with a reasonable opportunity to review and comment on such documents, recognizing that whether or not such comments are appropriate will be determined by Yamana, acting reasonably. (d) Yamana agrees that, provided all of the outstanding Caza Shares (including any Caza Shares that are issued after conditions to the date Offer set out in Schedule A hereto shall have been satisfied or waived, Yamana shall take up and pay for all of the Shares tendered under the Offer promptly and prior in any event no later than two business days following the time at which it becomes entitled to take up such Shares under the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. Offer pursuant to applicable Laws. (e) The Offer shall be made in accordance with this Agreement, Applicable Securities Laws and applicable Lawshall expire not earlier than midnight (Toronto time) (which for the avoidance of doubt, shall mean the end of the day) on the later of (i) October 12, 2007 and shall be subject only to (ii) the conditions set forth date that is 10 business days (as determined in Schedule A hereto accordance with Rule 14d-1 under the 1▇▇▇ ▇▇▇) following the mailing of the Notice of Variation and such other conditions as mutually agreed to by the parties Extension in writing. The term “Offer” shall include respect of the Offer (such time, as it may be amendedextended, varied or extended in accordance with this Agreementis referred to herein as the “Expiry Time”). The Offeror and Caza Yamana shall cooperate in making on a timely basis any filings with respect use all reasonable efforts to consummate the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost subject to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregatedterms and conditions hereof and thereof. (bf) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror Yamana may, in its sole discretion, vary modify or waive any term or condition of the Offer for its benefit, Offer; provided that the Offeror Yamana shall not, without the prior consent of Caza: Meridian, increase or decrease the Minimum Deposit Condition, impose additional conditions to the Offer, decrease the consideration per Share, decrease the number of Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (iother than to increase the total consideration per Share or add additional consideration) impose or otherwise vary the Offer or any terms or conditions thereof (which for greater certainty does not include a waiver of a condition other than the Minimum Deposit Condition) in a manner which is adverse to the Shareholders. (g) If at the Expiry Time all of the conditions to the Offer except for those conditions set forth out in Schedule A hereto; hereto shall have been satisfied or (ii) change waived but the form number of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered Shares validly deposited pursuant to the provisions hereofOffer and not withdrawn at the Expiry Time is less than 90% of the Shares outstanding calculated on a fully diluted basis, Yamana will, subject to Applicable Securities Laws, provide a subsequent offering period of not less than 15 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), provided that if the number of shares validly deposited pursuant to the Offer and not withdrawn at the Expiry Time constitutes less than 662/3% of the Shares outstanding calculated on a fully diluted basis, such subsequent offering period shall be 20 business days (within the meaning of Rule 14d-1(g)(3) under the 1934 Act), in either case to permit Shareholders who had not tendered their Shares prior to the Expiry Time to so tender. (dh) The Offeror will instruct obligation of Yamana to amend the depositary under the Original Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional uponon the prior satisfaction of the following conditions, all of which conditions are included for the sole benefit of Yamana and any or all of which may be waived by Yamana in whole or in part in its sole discretion (other than the condition set out in Section 2.1(h)(iii) below, which must be waived if Yamana has failed to use its reasonable best efforts to obtain such assurances, and the condition set out in Section 2.1(h)(vi) below, which may be waived only with the consent of Meridian) without prejudice to any other right it may have under this Agreement: (i) the Offeror obligations of Yamana hereunder shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior not have been terminated pursuant to the Latest Mailing TimeSection 7.1; (ii) Caza no change, effect, event, circumstance, occurrence or state of facts (other than a change, effect, event, circumstance, occurrence or state of facts caused by Yamana, a Yamana Subsidiary or any Person acting jointly or in concert with Yamana) shall not have breached occurred that would render it impossible for one or more of the Exclusivity Agreementconditions set out on Schedule A hereto to be satisfied; (iii) this Agreement assurances satisfactory to Yamana, acting reasonably, shall not have been terminated in accordance with Section 12.1received by Yamana that all waivers, rulings or orders necessary for Yamana to amend the Original Offer and to mail to the Shareholders the Notice of Variation and Extension have been or will be obtained from all applicable securities commissions or other regulatory authorities; (iv) the Lock-up Agreements Meridian Board of Directors shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, and none of the Lock-up Agreements shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend unanimously recommended that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse that has substantially the same effect or taken any other action or made any other public statement in connection with the Offer subsequent to the date of this Agreement inconsistent with such recommendation; (v) the Meridian Board of Directors shall have prepared and approved in final form, printed for distribution to Shareholders and delivered to Yamana for mailing with the Notice of Variation and Extension an amended directors’ circular (the “Directors’ Circular”) unanimously recommending that Shareholders accept the Offer; (viivi) Yamana shall not have the Caza Board shall have issued a Deposit Period News Release in a form satisfactory right to terminate this Agreement pursuant to Section 7.1(f) without giving effect to the Offeror, acting reasonably;cure period provided therein); and (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and the Offeror will not be subject to dual compliance with the tender-offer regimes in Canada and the United States of America, or any registration requirement with respect to the Offer or any the Offeror shares issued pursuant thereto; (ixvii) no cease trade order, injunction or other prohibition at Law shall exist or have been commenced or threatened against the Offeror Yamana making the Offer, Offer or taking up or paying for Caza Shares deposited under the Offer or completing Offer. Prior to printing the Directors’ Circular, Meridian shall provide Yamana with a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no lawreasonable opportunity to review and comment on it, regulation, policy, judgment, decision, order, ruling or directive (recognizing that whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offerorsuch comments are appropriate will be determined by Meridian, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person . The Directors’ Circular shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have include a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required in connection with the making or completion copy of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror to the satisfaction written fairness opinion of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit BMO N▇▇▇▇▇▇ B▇▇▇▇ Inc. and for the benefit of its respective successors and assigns)G▇▇▇▇▇▇, in writing and in a form acceptable Sachs & Co. referred to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);below.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares 1.1.1 Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed 7.1 of this Agreement and delivered by the Locked-up Shareholders on or prior to the date hereof, and that none of the Lock-up Agreements events set forth in Annex I to this Agreement shall have been breached in any material respect by any Locked-up Shareholder or terminated occurred and be existing, Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as a result of any default by any Locked-up Shareholder; amended, and the rules and regulations thereunder (vthe "Securities Exchange Act")) the Offeror shall have received from all applicable government entities and regulatory authoritiesOffer as promptly as practicable, including from but in no event later than five business days following the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion first public announcement of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, and shall use reasonable efforts to complete the Offeror will not Offer. The obligation of Purchaser to accept for payment any Common Shares tendered shall be subject to dual compliance the satisfaction of only those conditions set forth in Annex I to this Agreement. The Per Share Amount payable in the Offer shall be net to each seller in cash, subject to reduction only for any applicable withholding or stock transfer taxes payable by the seller. The Company agrees that no Common Shares held by the Company or any Company Subsidiaries (as defined below) will be tendered pursuant to the Offer. 1.1.2 The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Annex I to this Agreement. As soon as practicable on the date the Offer is commenced, Purchaser shall file with the tender-offer regimes in Canada Securities and Exchange Commission (the United States of America"SEC") a Tender Offer Statement on Schedule TO (together with all amendments and supplements, or any registration requirement the "Schedule TO") with respect to the Offer that will comply in all material respects with the provisions of, and satisfy in all material respects the requirements of, Schedule TO and all applicable federal securities laws and will contain (including as an exhibit) or any the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under incorporate by reference the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment to Purchase and forms of the Offerorrelated letter of transmittal and summary advertisement (which documents, acting reasonablytogether with any supplements or amendments, would prohibit the Offeror from making and any other SEC schedule or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal form which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required is filed in connection with the making Offer and related transactions, are referred to collectively as the "Offer Documents"). Each of Parent, Purchaser and the Company agrees promptly to correct any information provided by it for use in the Schedule TO or completion the Offer Documents if and to the extent that the information shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Common Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable 2 opportunity to review and comment on any Offer Documents before they are filed with the SEC, and Parent and Purchaser shall consider in good faith any comments received timely. 1.1.3 Upon the terms and subject to the conditions of the Offer; (xiv) , Purchaser shall accept for payment and pay for Common Shares as soon as permitted under the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing terms of the Offer by and applicable law. 1.1.4 Purchaser expressly reserves the Offeror right to modify the satisfaction terms of the OfferorOffer, acting reasonableexcept that, including (if required) without the consent of any regulatory body governing the operations Company, Purchaser shall not (i) reduce the number of Caza with respect Common Shares subject to the change of control of Caza and Offer, (ii) reduce the Per Share Amount, (iii) impose any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant other conditions to the licenses and authorizations of Caza post-closing Offer other than the conditions set forth in a similar fashion and with Annex I to this Agreement (the same license terms and conditions as were in place prior "Offer Conditions") or modify the Offer Conditions (other than to Closing in all material respects; (xv) waive any Offer Conditions to the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assignsextent permitted by this Agreement), (iv) except as provided in writing and the next sentence, extend the Offer, (v) change the form of consideration payable in a form acceptable the Offer or (vi) amend any other term of the Offer in any manner adverse to the Offerorholders of Common Shares. Notwithstanding the foregoing, and Purchaser may, without any costthe consent of the Company, obligation (i) extend the Offer, if at the scheduled or further action required by either extended expiration date of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under Offer any of the Investment AgreementsOffer Conditions shall not be satisfied or waived, until such time as those conditions are satisfied or waived or (ii) extend the Existing Loan AgreementOffer for any period required by any rule, the Existing Loan Documentsregulation, interpretation or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result position of the Offer SEC or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior its staff applicable to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Article VIII and that the Company has complied with its obligations under Section 12.1;1.2, as promptly as practicable after the date of this Agreement but in no event more than ten (10) business days after the date of this Agreement (or such later date as the parties may agree), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. (ivb) Subject to the Lock-up Agreements terms and conditions of this Agreement and to the satisfaction, or waiver (to the extent permitted under this Agreement) by Purchaser, of the conditions set forth in Annex I (collectively, the “Offer Conditions”) as of the Expiration Date in accordance with Section 1.1(d), Purchaser shall have been duly executed promptly on or after the Expiration Date accept for payment (such time of acceptance for payment, the “Offer Acceptance Time”) and delivered pay (by delivery of funds to the Locked-up Shareholders Depository Agent) for all Shares validly tendered and not properly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Parent shall on or prior to the date hereofExpiration Date provide or cause to be provided to Purchaser, on a timely basis, the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective as promptly as practicable after the Offer Acceptance Time. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, and none of with consummation thereof subject to the Lock-up Agreements shall have been breached Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition and (iii) make any other changes in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities terms and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion conditions of the Offer and not inconsistent with the mailing terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the applicable Offer Documents; Company (viwhich consent may be withheld in the sole discretion of the Company), Purchaser shall not (A) the Caza Board shall have resolved to recommend that the Caza Shareholders accept decrease the Offer and shall not have withdrawn such recommendation Price other than in accordance with Section 1.1(f), (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares sought to be purchased in the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend, modify or changed, modified supplement any of the terms of the Offer or qualified such recommendation the Offer Conditions in a manner adverse that adversely affects holders of Shares, (F) amend, modify or waive the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. The Offer may not be terminated prior to the Offer;Expiration Date, unless this Agreement is terminated in accordance with Article VIII. (viid) Unless extended pursuant to and in accordance with the Caza Board terms of this Agreement, the Offer shall have issued a Deposit Period News Release expire at one minute after 11:59 p.m. (Boston time) on the date that is twenty (20) business days (calculated in a form satisfactory accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement (within the meaning of Rule 14d-2 under the Exchange Act) of the Offer (the “Initial Expiration Date”) or, in the event the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended pursuant to and in accordance with this Agreement, is referred to as the “Expiration Date”). (e) Notwithstanding any provision to the Offerorcontrary contained in this Agreement but subject to the parties’ respective rights to terminate the Agreement pursuant to Article VIII, acting reasonably; (viiii) the tender offer rules under the securities Laws if, as of the United States scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, Purchaser may, in its discretion (and without the consent of America will not apply the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to 10 business days per extension, to permit such Offer Condition to be satisfied, (ii) Purchaser shall extend the Offer from time to time for: (A) any period required by any Law, any interpretation or position of the SEC or the staff thereof or any rules and regulations of the NASDAQ Stock Market (“NASDAQ”) applicable to the Offer, and (B) periods of up to 10 business days per extension, until any waiting period (and any extension thereof) applicable to the Offeror will consummation of the Offer under the HSR Act or any applicable foreign Antitrust Law shall have expired or been terminated, (iii) if, as of the scheduled Expiration Date, any Offer Condition is not satisfied and has not been waived, at the request of the Company, Purchaser shall extend the Offer on one or more occasions for an additional period of up to 10 business days per extension, to permit such Offer Condition to be satisfied, and (iv) if the Company has delivered a Change of Status Notice to Parent, and the Company so requests, Purchaser shall extend the Offer on one or more occasions so that the Expiration Date does not occur earlier than two (2) business days immediately after the expiration of the Notice Period or Intervening Event Notice Period, as applicable; provided, however, that in no event shall Purchaser: (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in compliance with Section 8.1 and (y) the End Date (such earlier date, the “Extension Deadline”), (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company, or (3) be permitted, without the prior written consent of the Company, which shall not be subject unreasonably withheld, or required by the Company, to dual compliance extend the Offer by periods exceeding an aggregate of 20 business days in the event that (x) the Company has not delivered to Parent a Change of Status Notice and (y) each Offer Condition (other than the Minimum Condition) shall have been satisfied or waived as of any then scheduled Expiration Date and the Minimum Condition shall not have been satisfied as of such scheduled Expiration Date. Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1. (f) The Offer Price shall be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price shall provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) Nothing in this Section 1.1 shall be deemed to impair, limit or otherwise restrict the right of the Company, Purchaser or Parent to terminate this Agreement pursuant to Section 8.1. In the event that this Agreement is terminated pursuant to the terms hereof, Purchaser shall (and Parent shall cause Purchaser to) as promptly as practicable irrevocably and unconditionally terminate the Offer, shall not acquire any Shares pursuant to the Offer and shall cause any depository acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act), Parent and Purchaser shall (i) file with the tender-SEC a tender offer regimes in Canada and the United States of America, or any registration requirement statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that will contain or incorporate by reference the Offer to Purchase and form of the related letter of transmittal and (ii) cause the Offer to Purchase and related documents to be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. Parent and Purchaser agree that they shall cause the Schedule TO and all exhibits, amendments or supplements thereto (which together constitute the “Offer Documents”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws. Each of Parent, Purchaser and the Company agrees to promptly correct any information provided by it for use in the Offeror shares issued pursuant thereto; (ix) no cease trade orderOffer Documents if and to the extent that such information shall have become false or misleading in any material respect, injunction and Parent further agrees to use all reasonable efforts to promptly cause the Offer Documents as so corrected to be filed with the SEC and to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company shall promptly furnish in writing or otherwise make available to Parent, Purchaser or Parent’s legal counsel in writing any information concerning the Acquired Entities and, to the extent reasonably available to the Company, their stockholders or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; (x) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror equity owners that would prohibit the Offeror from making or completing the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors is required in connection with the making or completion of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer any action contemplated by the Offeror to the satisfaction of the Offeror, acting reasonable, including (if required) the consent of any regulatory body governing the operations of Caza with respect to the change of control of Caza and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses and authorizations of Caza post-closing in a similar fashion and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);this Section 1.1

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1; (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior to the date hereof, Article VIII and none of the Lock-up Agreements events or conditions set forth in Annex A shall have been breached in any material respect by any Locked-up Shareholder or terminated as a result of any default by any Locked-up Shareholder; (v) the Offeror shall have received from all applicable government entities occurred and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion of the Offer and the mailing of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer be existing and shall not have withdrawn such recommendation been waived in writing by Parent or changedMerger Sub (the conditions set forth in Annex A, modified the “Tender Offer Conditions”), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer on August 31, 2007. Without the prior written consent of the Company, Merger Sub shall not decrease the Offer Price or qualified such recommendation change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose conditions to the Offer in addition to the Tender Offer Conditions, waive or amend the Minimum Condition or amend any other term of the Offer in a manner which is materially adverse to the Company Shareholders; provided that Merger Sub expressly reserves the right to increase the Offer Price and to waive any of the Tender Offer Conditions, other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer;. (viib) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the OfferMerger Sub shall, and the Offeror will not be subject to dual compliance Parent shall cause Merger Sub to, file with the tender-offer regimes in Canada U.S. Securities and Exchange Commission (the United States of America, or any registration requirement “SEC”) a Tender Offer Statement on Schedule TO with respect to the Offer or any on the Offeror shares issued pursuant thereto; (ix) no cease trade order, injunction or other prohibition shall exist or have been commenced or threatened against the Offeror making the Offer, taking up or paying for Caza Shares deposited under date that the Offer is commenced, which Tender Offer Statement shall include an offer to purchase, form of transmittal letter and form of notice of guaranteed delivery (together with any supplements or completing amendments thereto, collectively, the “Offer Documents”) and, subject to the Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to the Company Shareholders in accordance with the applicable requirements of the U.S. federal securities Laws. Parent and Merger Sub agree that the Offer Documents shall comply in all material respects with the applicable U.S. federal securities Laws and, on the date first filed with the SEC and on the date first published, sent or given to the Company Shareholders and on the Acceptance Date, shall not contain any untrue statement of a Compulsory Acquisition material fact or a Subsequent Acquisition Transaction; (x) omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no lawcovenant, regulationagreement, policyrepresentation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company for inclusion or incorporation by reference in the Offer Documents. The Company, judgment, decision, order, ruling or directive (whether or not having Parent and Merger Sub each agree promptly to correct any information provided by it for use in the force of law) Offer Documents if and to the extent that it shall have been proposedbecome false or misleading in any material respect, enacted, promulgated, amended or applied, which in the judgment of the Offeror, acting reasonably, would prohibit the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing and Parent further agrees to take all steps necessary to cause the Offer or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which the Caza Board has determined Documents as so corrected to be a Superior Proposal; (xiii) filed with the Offeror SEC and disseminated to the Company Shareholders to the extent required by applicable Law. The Company shall have received promptly furnish to Parent and Merger Sub all information concerning the Company that is required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required or reasonably requested by Parent or Merger Sub in connection with the making or completion obligations relating to the Offer Documents contained in this Section 1.01(b) . The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents and any amendments thereto in advance of the Offer; (xiv) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection filing with the making SEC or completing dissemination to the Offer Company Shareholders, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Offeror to Company and its counsel. Parent and Merger Sub shall (i) provide the satisfaction of the Offeror, acting reasonable, including (if required) the consent Company and its counsel with a copy of any regulatory body governing written comments or telephonic notification of any oral comments Parent or Merger Sub may receive from the operations of Caza SEC or its staff (the “SEC Staff”) with respect to the change of control of Caza Offer as promptly as practicable after the receipt thereof, (ii) consult in good faith with the Company and its counsel prior to responding to any direct or indirect transfer of ownership such comments, and (iii) provide the Company and its counsel with a copy of any license such that the Offeror shall be able to continue to operate Caza’s business pursuant to the licenses written responses thereto and authorizations telephonic notification of Caza post-closing in a similar fashion any oral responses thereto of Parent and with the same license terms and conditions as were in place prior to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable to the Offeror, and without any cost, obligation Merger Sub or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior to the Take-up Date; andtheir counsel. (c) Caza Subject to the terms and conditions thereof, the Institutional Investor acknowledge Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) Business Day beginning with (and agree including) the date that the Offeror Offer is relying on such agreement commenced (determined in connection accordance with Rule 14d-1(g) (3) under the Exchange Act) (the “Expiration Date”), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the following provisions of this sentence or as may be required by applicable Law, in which event the term “Expiration Date” shall mean the latest time and date as the Offer; (xvi) Caza , as so extended may expire; provided, however, that Merger Sub shall have delivered the right, in its sole discretion, but not the obligation to (i) extend the Offer for one or more periods of not more than five Business Days each if, at the scheduled Expiration Date, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) if all of the Tender Offer Conditions are satisfied but the number of shares of Company Common Stock that have been validly tendered and not withdrawn in the Offer, together with any shares of Company Common Stock then owned by Parent, is less than 90% of the outstanding shares of Company Common Stock, commence a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) for three (3) to twenty (20) Business Days to acquire outstanding shares of Company Common Stock. Merger Sub shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or of the Staff applicable to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);Offer.

The Offer. (a) The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares Provided that are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall be made in accordance with this Agreement, Securities Laws and applicable Law, and shall be subject only to the conditions set forth in Schedule A hereto and such other conditions as mutually agreed to by the parties in writing. The term “Offer” shall include the Offer as it may be amended, varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any filings with respect to the Offer, including amendments thereafter as required by Securities Laws or Laws. The Offer shall be prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a draft copy of the Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, registration statement or similar document by the Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated. (b) The Offer shall expire at the Initial Expiry Time, except that (i) the Offer may be extended one or more times to a date or dates no later than 60 days following the date on which the Initial Expiry Time occurs, at the sole discretion of the Offeror, if the conditions of the Offer set forth in Schedule A are not satisfied at the date and time at which the Offer would otherwise expire in accordance with its terms or if such conditions are satisfied or waived at or prior to the time set for expiry of the Offer and the Offeror has, to the extent legally permitted, concurrently with or before such extension taken up and paid for all Caza Shares then validly tendered (and not properly withdrawn) pursuant to the Offer; and (ii) if the Statutory Minimum Condition is satisfied and the other conditions to the Offer are satisfied or waived such that the Offeror takes up the Caza Shares deposited under the Offer, the Offeror will make a public announcement of the foregoing matters and extend the period during which Caza Shares may be deposited and tendered to the Offer for a period of not less than ten days after the date of such announcement. Subject to the satisfaction or waiver of the conditions set forth in Schedule A hereto, the Offeror shall, to the extent legally permitted, take-up all Caza Shares validly tendered (and not properly withdrawn) pursuant to the Offer at the Expiry Time and shall pay for such shares as soon as practicable thereafter, and, in any event, on or before the third Business Day following the date that such Caza Shares are taken up by the Offeror. (c) The Offeror may, in its sole discretion, vary or waive any term or condition of the Offer for its benefit, provided that the Offeror shall not, without the prior consent of Caza: (i) impose conditions to the Offer except for those conditions set forth in Schedule A hereto; or (ii) change the form of the consideration to be paid for each Caza Share (unless the consideration includes consideration in addition to the consideration required to be offered pursuant to the provisions hereof). (d) The Offeror will instruct the depositary under the Offer to advise Caza from time to time as Caza may reasonably request and in such manner as Caza may reasonably request, as to the number of Caza Shares that have been tendered (and not withdrawn) under the Offer. (e) The Offeror’s obligation to make the Offer and to deliver the Offer Documents to the Caza Shareholders is conditional upon: (i) the Offeror shall be satisfied, in its reasonable discretion, with its due diligence investigations of Caza and the Caza Subsidiaries, which shall be completed by the Offeror prior to the Latest Mailing Time; (ii) Caza shall not have breached the Exclusivity Agreement; (iii) this Agreement shall not have been terminated in accordance with Section 12.1;8.1, Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable following the execution of this Agreement, and in any event within five (5) Business Days following the date of this Agreement (or such other later date as the parties may mutually agree in writing commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase all outstanding Shares at the Per Share Amount; provided, however, that such five (5) Business Day deadline to commence the Offer will be extended until such date as the Company is ready to file the Schedule 14D-9 on the same date as the commencement of the Offer. The Per Share Amount shall be net to the seller in cash, subject to reduction only for any applicable federal backup withholding or stock transfer taxes payable by the seller. The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment and to pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex I (the “Tender Offer Conditions”). The Company agrees that no Shares held by the Company or any of its Subsidiaries (other than any Shares held on behalf of third parties) will be tendered pursuant to the Offer. (b) Parent on behalf of Merger Sub expressly reserves the right from time to time, subject to Sections 1.1(c) and 1.1(d), to waive any Tender Offer Condition, increase the Per Share Amount, provided that without the prior written consent of the Company, Merger Sub shall not, and Parent shall cause Merger Sub not to (i) decrease the Per Share Amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) amend or waive satisfaction of the Minimum Condition (as defined in Annex I), (iv) the Lock-up Agreements shall have been duly executed and delivered by the Locked-up Shareholders on or prior impose additional conditions to the date hereofOffer, and none (v) modify or amend the Tender Offer Conditions (other than to waive such Tender Offer Conditions (other than the Minimum Condition)) or (vi) modify or amend any other term of the Lock-up Agreements shall have been breached Offer, in the case of this clause (vi), in any material respect by any Locked-up Shareholder manner (A) adverse to the holders of Shares or terminated (B) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect; provided that (A) the Minimum Condition may be lowered as a result of any default by any Locked-up Shareholder;the Company’s becoming Current (as defined in Annex I) without the Company’s consent as provided on Annex I hereto, and (B) Parent may, at its option and in its sole discretion, reduce the Minimum Condition to no less than a majority of the number of Shares outstanding assuming the full exercise of all options, rights and convertible securities (if any) with an exercise price of less than the Offer Price and the issuance of all Shares the Company is obligated to issue thereunder, in each case without the prior written consent of the Company. (vc) On the Offeror shall have received from all applicable government entities and regulatory authorities, including from the TSXV, all waivers, rulings, consents, approvals or orders, if any, required to permit the making and completion date of the Offer and the mailing commencement of the applicable Offer Documents; (vi) the Caza Board shall have resolved to recommend that the Caza Shareholders accept the Offer and shall not have withdrawn such recommendation or changed, modified or qualified such recommendation in a manner adverse to the Offer; (vii) the Caza Board shall have issued a Deposit Period News Release in a form satisfactory to the Offeror, acting reasonably; (viii) the tender offer rules under the securities Laws of the United States of America will not apply to the Offer, Parent and the Offeror will not Merger Sub shall file or cause to be subject to dual compliance filed with the tender-offer regimes in Canada SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the United States of America, or any registration requirement “Schedule TO”) with respect to the Offer which shall contain or incorporate by reference the offer to purchase (the “Offer to Purchase”) and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the Offeror shares issued pursuant “Offer Documents”). Parent, Merger Sub and the Company each agrees to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect and Merger Sub shall, and Parent further agrees to cause Merger Sub to, use reasonable best efforts to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws as determined in Parent’s reasonable judgment. The Company and its counsel shall be given a reasonable opportunity to review and comment on any Offer Documents (including each amendment or supplement thereto;) before they are filed with the SEC. Merger Sub shall, and Parent agrees to cause Merger Sub to, provide the Company with (in writing, if written), and to consult with the Company regarding, any comments (written or oral) that may be received by Parent, Merger Sub or their counsel from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt thereof. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses. (ixd) no cease trade order, injunction or other prohibition The Offer to Purchase shall exist or have been commenced or threatened against provide for an expiration date of the Offeror making the Offer, taking up or paying for Caza Shares deposited 20th Business Day (as defined in Rule 14d-1 under the Offer or completing a Compulsory Acquisition or a Subsequent Acquisition Transaction; Exchange Act, “Business Day”) following (xand including the day of) no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been proposed, enacted, promulgated, amended or applied, which in the judgment commencement of the OfferorOffer (such date, acting reasonably, would prohibit or such subsequent date to which the Offeror from making or completing the Offer; (xi) no Person shall have commenced any legal proceeding or regulatory action or proceeding against Caza or the Offeror that would prohibit the Offeror from making or completing expiration of the Offer is extended pursuant to and in accordance with the terms of this agreement, the “Expiration Date”). Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or have a Material Adverse Effect; (xii) no Person shall have made an Acquisition Proposal which withdraw the Caza Board has determined to be a Superior Proposal; (xiii) the Offeror shall have received all required approvals from its shareholders (including if required disinterested shareholder approval) and board of directors required Offer other than in connection with the making effective termination of this Agreement in accordance with Section 8.1 hereof. Except as provided in this Section 1.1(d), Merger Sub shall not, and Parent shall cause Merger Sub not to, extend or completion delay the Expiration Date (or expiration time) without the prior written consent of the Company. Notwithstanding the foregoing, Merger Sub and Parent may, without receiving the consent of the Company, (A) extend the Expiration Date for any period required by applicable rules and regulations of the SEC, the NASDAQ Global Market (the “NASDAQ”) or any other stock exchange or automated quotation system applicable to the Offer;, or (B) in the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of the Exchange Act. So long as the Offer and this Agreement have not been terminated pursuant to Section 8.1, if at any scheduled Expiration Date, the Tender Offer Conditions shall not have been satisfied or earlier waived, Merger Sub shall, and Parent shall cause Merger Sub to extend the Offer and the Expiration Date to a date that is not more than ten (10) Business Days after such previously scheduled Expiration Date; provided that Merger Sub shall not be required to, and Parent shall not be required to cause Merger Sub to, extend the Offer beyond the End Date. In the event the Acceptance Date occurs but Parent does not acquire a number of Shares sufficient to enable a Short Form Merger to occur (assuming exercise of the Top-Up Option in full), Merger Sub may provide one or more “subsequent offering periods” for the Offer in accordance with Rule 14d-11 under the Exchange Act for a number of days to be determined by Parent which shall be not less than three (3) nor more than twenty (20) Business Days in the aggregate; provided that Merger Sub shall, and Parent shall cause Merger Sub to, immediately accept and promptly pay for all Shares tendered during the initial offering period and immediately accept and promptly pay for all Shares tendered during each such subsequent offering period, in each case in accordance with Rule 14d-11 under the Exchange Act. (xive) the Offeror and Caza shall have each received all approvals, consents, licenses, exemptions and authorizations from all applicable Government Authorities that are necessary or required in connection with the making or completing the Offer by the Offeror Subject solely to the satisfaction or waiver (to the extent permitted by this Agreement) by Merger Sub of the OfferorTender Offer Conditions, acting reasonableMerger Sub shall, including and Parent shall cause Merger Sub to, as soon as possible after the scheduled expiration of the Offer (if required) the consent of any regulatory body governing the operations of Caza as it may be extended in accordance with respect to the change of control of Caza Section 1.1(d)), accept for payment Shares validly tendered and any direct or indirect transfer of ownership of any license such that the Offeror shall be able to continue to operate Caza’s business not withdrawn pursuant to the licenses Offer (the date of acceptance for payment, the “Acceptance Date,” and authorizations the time of Caza post-closing in a similar fashion acceptance for payment on the Acceptance Date, the “Acceptance Time”) and with the same license terms and conditions as were in place prior promptly pay for such Shares. Parent shall or shall cause Merger Sub to Closing in all material respects; (xv) the Institutional Shareholder and Caza shall have irrevocably agreed (for each of its own benefit and for the benefit of its respective successors and assigns), in writing and in a form acceptable provide or cause to be provided to the Offeror, and without Paying Agent on a timely basis the funds necessary to purchase any cost, obligation or further action required by either of them, that: (a) neither Caza nor any Caza Subsidiary shall have any obligation, and the Institutional Shareholder will not exercise any right Shares that Merger Sub becomes obligated to which it may be entitled, under any of the Investment Agreements, the Existing Loan Agreement, the Existing Loan Documents, or any related security agreement or other agreement, in each case, that would exist or arise from, in connection with or as a result of the Offer or any transaction in connection therewith, including, without limitation, any Subsequent Acquisition Transaction; and (b) each of the Investment Agreements shall terminate and be of no force and effect, as at 11:59 p.m. (Vancouver time) on the day immediately prior purchase pursuant to the Take-up Date; and (c) Caza and the Institutional Investor acknowledge and agree that the Offeror is relying on such agreement in connection with the Offer; (xvi) Caza shall have delivered to the Offeror, in a form satisfactory to the Offeror, acting reasonably, a separate resignation and release from and duly executed by, each of the directors and officers of Caza and the Caza Subsidiaries, whereby each such director and officer agrees that, effective as at or prior to the Effective Time, such Person thereby (A) resigns from all offices, directorships and employment with Caza and each Caza Subsidiary, and that any agreement between such Person and Caza or any Caza Subsidiary in connection with such Person’s employment or service is terminated (except for any confidentiality and non-solicitation obligations of such Person that expressly survive any such termination);.