ARRANGEMENT AGREEMENT

Exhibit 4.2

XXXXXXX MINERALS LTD.

TABLE OF CONTENTS


		TABLE OF CONTENTS
1.	INTERPRETATION		1
1.1		Defined Terms	1
1.2		Schedules	4
1.3		Sections and Headings	4
1.4		Number, Gender and Persons	4
1.5		Severability	4
1.6		Currency	4
2.	THE ARRANGEMENT		4
2.1		Implementation Steps by the Parties	4
2.2		Information Circular and Related Materials	5
2.3		Interim Order	6
2.4		Deliveries to the Depository	6
2.5		Transmittal Letters	6
2.6		Pre-Closing	6
2.7		Filing of Final Order	7
2.8		Arrangement and Closing	7
2.9		Preparation of Filings	7
2.10		U.S. Securities Laws Matters	8
3.	REPRESENTATIONS AND WARRANTIES		8
3.1		Representations and Warranties of Xxxxxxx	8
3.2		Representations and Warranties of Bayswater	11
4.	COVENANTS		15
4.1		Covenants of Xxxxxxx	15
4.2		Covenants of Bayswater	18
4.3		Xxxxxxx Board Recommendation	21
4.4		Bayswater Board Recommendation	21
4.5		Confidentiality	21
5.	CONDITIONS PRECEDENT		22
5.1		Mutual Conditions	22
5.2		Conditions for the Benefit of Xxxxxxx	23
5.3		Conditions for the Benefit of Bayswater	24
5.4		Waiver of Conditions	25
6.	NO SOLICITATION		25
6.1		Termination of Existing Activities	25
6.2		Alternative Transactions	26
6.3		Break Fee	26
7.	TERMINATION		27
7.1		General	27
7.2		Adverse Event	27
7.3		Remedies	28
8.	AMENDMENTS		28
8.1		Amendments	28
9.	NOTICES		28
9.1		Notice in Writing	28
9.2		Addresses for Service	28
10.	GENERAL		29
10.1		Costs and Expenses	29
10.2		Entire Agreement	29
10.3		Time of the Essence	29

SCHEDULE “A” PLAN OF ARRANGEMENT

ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT is dated as of June 6, 2007, and is made:

BETWEEN:

XXXXXXX MINERALS LTD., a company existing under the laws of the Province of British Columbia,

("Xxxxxxx")

AND:

BAYSWATER URANIUM CORPORATION, a company existing under the laws of the Province of British Columbia,

("Bayswater")

WHEREAS:

Xxxxxxx is a mineral exploration company with current projects consisting of uranium and gold exploration properties in the United States;

Bayswater is a mineral exploration company with current projects consisting of uranium exploration properties in Canada, base metal properties in the Republic of Ireland and uranium properties in Niger;

Xxxxxxx and Bayswater have agreed to complete the Plan of Arrangement (as hereinafter defined) pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia) (the "BCBCA"), whereby Bayswater and Newco (as hereinafter defined) will amalgamate under the provisions of the BCBCA; and

Pursuant to the Plan of Arrangement, the shareholders of Bayswater will receive one common share of Xxxxxxx in exchange for each common share of Bayswater held by them and outstanding options and warrants of Bayswater will be exchanged for options and warrants of Xxxxxxx on the same exchange basis.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter set forth, the receipt and sufficiency whereof is hereby acknowledged by the Parties, the Parties to this Agreement agree as follows:

INTERPRETATION

1.1

Defined Terms

For the purpose of this Agreement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a)

"Agreement" means this Arrangement Agreement and all amendments hereto entered into in accordance with Section 8.1, and includes all Schedules and/or attachments hereto; "hereto", "hereof", "hereby" and "hereunder" and similar expressions mean and refer to this Agreement; and "Article", "Schedule" or "Section", respectively, means and refers to the specified article, section or schedule of this Agreement;

(b)

“Alternative Transaction” means a proposal or offer by a third party, whether or not in writing, to acquire in any manner, directly or indirectly, beneficial ownership of Xxxxxxx or Xxxxxxx Shares (other than in respect of a private placement financing to raise up to $2,500,000) or Xxxxxxx’x Property Assets, in whole or in part, whether by arrangement, amalgamation, merger, consolidation or other business combination, by means of sale of shares in the capital of Xxxxxxx, tender offer or exchange offer, disposing, optioning or transferring the rights to any of Xxxxxxx’x Property Assets, or similar transaction involving Xxxxxxx, including without limitation any single or multi-step transaction or series of related transactions, (other than the transactions contemplated by this Agreement);

(c)

"Amalco" means the continuing corporation constituted upon the Amalgamation becoming effective;

(d)

"Amalco Shares" means the common shares without par value in the capital of Amalco;

(e)

"Amalgamation" means the amalgamation of Newco and Bayswater pursuant to the Plan of Arrangement;

(f)

"Arrangement" means the Arrangement to be completed pursuant to the provisions of Part 9, Division 5 of the BCBCA, involving Xxxxxxx, Bayswater, Newco and their securityholders, as described in the Plan of Arrangement;

(g)

"Bayswater Board" means the board of directors of Bayswater;

(h)

"Bayswater Shareholders" means holders of Bayswater Shares;

(i)

"Bayswater Shares" means the common shares without par value in the capital of Bayswater as the same are constituted on the date hereof;

(j)

"Bayswater Subsidiaries" means Jadebay Ltd., a company organized under the laws of Ireland, Tuscany Minerals S.R.L., a company organized under the laws of Italy and Crystal Explorations Ltd., a company organized under the laws of the United States;

(k)

"Bayswater's Property Assets" means the property assets or interests of Bayswater described in the Information Circular including uranium properties consisting of the Central Mineral Belt claims located in Labrador, claims staked in the South Thelon Basin, Northwest Territories, properties in the South Thelon Basin in the Northwest Territories under option from Uranium North Resources Corp., claims and permits in North Thelon Basin, Nunavut, the Strongbow-Bayswater Canada Uranium Joint Venture permits and claims located in the Thelon Basin of Nunavut and Northwest Territories, claims in the Athabasca Basin, Saskatchewan, the Hermitage claims in Newfoundland, and applications for uranium concessions located in Niger; and a base metal property comprised of the Avoca prospecting licences in the Republic of Ireland;

(l)

"Books and Records" means all technical, business and corporate and financial records, financial books and records of account, books, data, reports, files, lists, drawings, plans, briefs, deeds, certificates, contracts, surveys, title opinions, all capital expenditure plans and studies, geological data, engineering studies, maintenance and repair reports or any other documentation and information in any form whatsoever (including written, printed, electronic or computer printout form) relating to the business of a company;

(m)

"Business Day" means any day other than a Saturday or Sunday or statutory holiday in the Province of British Columbia, upon which banks generally are open for business in the City of Vancouver, British Columbia;

(n)

"Canadian Approvals" means the requisite approvals of: (i) the Xxxxxxx Shareholders; (ii) the Bayswater Shareholders; (iii) the Court; (iv) the TSX Venture Exchange; and (v) if required, securities regulatory authorities in Canada;

(o)

"Certificate of Amalgamation" means the certificate giving effect to the Amalgamation issued under the BCBCA;

(p)

"Court" means the Supreme Court of British Columbia;

(q)

"Depository" means Pacific Corporate Trust Company;

(r)

"Dissenting Shareholders" means Xxxxxxx Shareholders (excluding holders of options and warrants of Xxxxxxx) or Bayswater Shareholders (excluding holders of options and warrants of Bayswater), if any, who exercise rights of dissent under the BCBCA with respect to the Plan of Arrangement;

(s)

"Effective Date" means the effective date set forth in the Certificate of Amalgamation as specified in the Amalgamation Application, and shall be the fifth Business Day after the Recommendations and Canadian Approvals have all been obtained and, if so required by Xxxxxxx or Bayswater, after any other required approvals have been obtained, or such other date as may be mutually agreed upon by Xxxxxxx and Bayswater;

(t)

"Final Order" means the order of the Court approving the Plan of Arrangement, as such order may be amended at any time before the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended on appeal;

(u)

"Information Circular" means the joint management information circular and the related materials sent to the Xxxxxxx Shareholders and the Bayswater Shareholders with respect, among other things, to the respective Special Meetings of Xxxxxxx Shareholders and Bayswater Shareholders to be held for the purpose of considering for approval the Plan of Arrangement;

(v)

"Interim Order" means an interim order of the Court providing for, among other things, the calling and holding of the Special Meetings, as the same may be amended;

(w)

"Xxxxxxx Board" means the board of directors of Xxxxxxx;

(x)

"Xxxxxxx Shareholders" means holders of Xxxxxxx Shares;

(y)

"Xxxxxxx Shares" means the common shares without par value in the capital of Xxxxxxx, either as the same are constituted on the date hereof or on a post Share Split basis as specified in this Agreement or as the context may require;

(z)

“Xxxxxxx Subsidiaries” means Xxxxxxx Gold Company, a company organized under the laws of the United States;

(aa)

"Xxxxxxx'x Property Assets" means the property assets or interests of Xxxxxxx described in the Information Circular, including uranium properties consisting of numerous separate blocks of claim and state lease holdings and certain surface right agreements located in Montana and Wyoming, the Mountain West claims located in Elko County, Nevada and the Juniper claims located in Tuolumne County, California; and gold properties consisting of the Hai and Gold Bug properties located in Lemhi County, Idaho and the Xxxxxxx property located in Xxxxx County, Idaho;

(bb)

"Loss" means in respect of any matter, any and all costs, expenses, penalties, fines, losses, damages, injuries, harm, actions, proceedings, judgments, orders, liabilities and deficiencies (including without limitation, all amounts paid in settlements, all interest and penalties and all reasonable legal and other professional fees and disbursements, including those incurred in defending any claim) arising directly or indirectly as a consequence of such matters;

(cc)

"Newco" means the British Columbia company to be incorporated by or on behalf of Xxxxxxx as a wholly owned subsidiary of Xxxxxxx;

(dd)

"Newco Shares" means the common shares without par value in the capital of Newco;

(ee)

"Party" means Xxxxxxx or Bayswater and "Parties" means both of them;

(ff)

"Person" shall be broadly interpreted and includes any natural person, partnership, limited partnership, joint venture, syndicate, sole proprietorship, body corporate with or without share capital, unincorporated association, trust, trustee, executor, administrator or other legal personal representative;

(gg)

"Plan of Arrangement" means the arrangement proposed to be effected under the BCBCA upon the terms set out in Schedule A hereto and as contemplated in this Agreement;

(hh)

"Recommendations" means the affirmative recommendations with respect to the Plan of Arrangement by the Xxxxxxx Board and the Bayswater Board;

(ii)

"Registrar" means the Registrar of Companies for British Columbia; and

(jj)

“Share Split” means the split of the Xxxxxxx Shares on a 1.25 new shares for 1 old share basis;

(kk)

"Special Meetings" means the special meetings of the Xxxxxxx Shareholders and the Bayswater Shareholders, in each case to be held for the purpose of, among other things, approving the Arrangement, and in the case of Xxxxxxx, the Share Split.

1.2

Schedules

The following Schedules are incorporated into and form an integral part of this Agreement:

Schedule A –

Plan of Arrangement

1.3

Sections and Headings

The division of this Agreement into Articles, Sections and other divisions and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Agreement.

1.4

Number, Gender and Persons

In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall refer to Persons as defined in this Agreement.

1.5

Severability

If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

1.6

Currency

Unless otherwise indicated, all dollar amounts referred to in this Agreement, including the symbol $, refer to lawful money of Canada.

THE ARRANGEMENT

2.1

Implementation Steps by the Parties

Each of the Parties will act expeditiously and in good faith to:

(a)

apply to the Court, as soon as reasonably practicable taking into account the mailing date for the Information Circular and in a manner acceptable to the other Party, acting reasonably, under Part 9, Division 5 of the BCBCA for the Interim Order, which application will clearly state Xxxxxxx'x and Bayswater's intention to rely on section 3(a)(10) of the U.S. Securities Act or similar provisions in any other applicable securities laws to implement the Arrangement in respect of Xxxxxxx Shareholders and Bayswater Shareholders who are resident in the United States, and thereafter proceed with and diligently pursue the obtaining of the Interim Order;

(b)

convene and hold the Special Meetings, as soon as reasonably practicable after the receipt of the Interim Order, for the purpose of considering the Arrangement and in the case of Xxxxxxx, the Share Split (and for any other proper purpose as may be set out in the notices for such meetings and agreed to by the Parties acting reasonably);

(c)

subject to obtaining such shareholder approval as is required by the Interim Order, apply to the Court under Part 9, Division 5 of the BCBCA, as soon as reasonably practicable after the Special Meetings, for the Final Order approving the Arrangement, and thereafter proceed with and diligently pursue, the obtaining of the Final Order;

(d)

subject to obtaining the Final Order, as soon as reasonably practicable thereafter, and subject to the satisfaction or waiver of the other conditions herein contained in favour of each Party, deliver to the Registrar the Final Order and such other documents as may be required in connection with the Transaction to give effect to the Arrangement including the Amalgamation;

(e)

instruct counsel acting for it to bring the applications referred to in Sections and in cooperation with counsel to the other Party;

(f)

as soon as reasonably practicable, apply for and use all commercially reasonable efforts to obtain all applicable regulatory approvals (including those of the TSX Venture Exchange) to enable the Xxxxxxx Shares issuable to Bayswater Shareholders pursuant to the Plan of Arrangement to be listed and posted for trading on the TSX Venture Exchange by the Effective Date; and

(g)

permit the other Party and its counsel to review and comment upon drafts of all materials to be filed by the other Party with the Court in connection with the Arrangement and provide counsel to the other Party on a timely basis with copies of any notice of appearance and evidence served on the Party or its counsel in respect of the application for the Final Order or any appeal there from and of any notice (written or oral) received by the Party indicating any intention to oppose the granting of the Final Order or to appeal the Final Order.

2.2

Information Circular and Related Materials

Xxxxxxx and Bayswater will use reasonable efforts to expeditiously prepare and complete the Information Circular, together with any other documents required by applicable Canadian securities laws or other applicable laws in connection with the Share Split and the Arrangement (including without limitation a National Instrument 43-101 compliant technical report if required under such instrument in relation to the material property of Xxxxxxx or Bayswater as determined by the Parties), and each Party will use reasonable commercial efforts to cause the Information Circular and other documentation required in connection with the Special Meetings to be sent to each Xxxxxxx Shareholder and Bayswater Shareholder, as the case may be, and filed as required by the Interim Order or applicable laws as soon as reasonably practicable. Each Party will use reasonable commercial efforts to prepare all materials necessary for filing the application for the Interim Order with the Court as soon as practicable after the date of execution of this Agreement, except to the extent any delay is due to the other Party's failure to comply on a timely basis with its obligations under Section 2.9(b) in respect of the Information Circular; provided that the Information Circular and other documentation will not be sent to a Party's shareholders except with the prior written consent of the other Party (such consent not to be unreasonably withheld).

2.3

Interim Order

The notice of motion for the application referred to in Section will request that the Interim Order provide:

(a)

that each of the Xxxxxxx Shareholders and the Bayswater Shareholders, as the case may be, will be the only class of Persons to whom notice is to be provided in respect of the Arrangement and the Special Meetings and for the manner in which such notice is to be provided;

(b)

that the Special Meetings may be adjourned from time to time by management of Xxxxxxx or Bayswater, as the case may be, without the need for additional approval of the Court;

(c)

that the record dates for Xxxxxxx Shareholders and Bayswater Shareholders entitled to notice of and to vote at, the Special Meetings will not change in respect of adjournments of the Special Meetings;

(d)

that the requisite shareholder approvals for the Arrangement will be two-thirds of the votes cast on the appropriate resolution by the Xxxxxxx Shareholders and the Bayswater Shareholders present in person or represented by proxy at the respective Special Meetings and entitled to vote thereat;

(e)

that the requisite shareholder approval for the Share Split will be two-thirds of the votes case on the appropriate resolution by the Xxxxxxx Shareholders present in person or representing by proxy at the special meeting of Xxxxxxx and entitled to vote thereat;

(f)

that, in all other respects, the terms, restrictions and conditions of the notice of articles and articles of each of Xxxxxxx and Bayswater, including quorum requirements and all other matters, will apply in respect of the respective Special Meetings; and

(g)

for the grant of the dissent rights referred to in the Plan of Arrangement.

2.4

Deliveries to the Depository

In order to facilitate the Arrangement and the exchange of securities thereunder, all securities to be issued as part of the Arrangement and to be exchanged as part of the Arrangement will be delivered by the respective Parties to the Depository and the Depository will hold and deal with such in accordance with the terms of the Arrangement described in the Plan of Arrangement.

2.5

Transmittal Letters

As soon as possible after the Effective Date, the Parties will cause the Depository to send (by regular mail) to each Person who was a holder of Bayswater Shares immediately before the Effective Date at his address shown on the respective Party's register of shareholders, a transmittal letter specifying the consideration the Person is entitled to receive pursuant to the Arrangement and will request the Person to surrender for cancellation the certificates representing their Bayswater Shares. The Depository will, upon receipt of properly completed transmittal letters, give notice of such to the respective Parties which will cause the Depository to mail (by regular mail) the consideration due to the holder thereof as aforesaid.

2.6

Pre-Closing

Unless this Agreement is terminated earlier pursuant to the provisions hereof, Xxxxxxx and Bayswater will meet at the offices of Xxxxxxxxx Xxxxxxx in Vancouver, British Columbia, at 1:00 p.m. on the next Business Day after the Xxxxxxx Shareholders and Bayswater Shareholders approve the Arrangement (or at such other time or on such other date or location as they may agree) and each of them will deliver to the other:

(a)

the documents required to be delivered by it hereunder to complete the transactions contemplated hereby (provided that each such document, whether to be dated the Effective Date or not, will be held in escrow to be released upon the occurrence of the Effective Time); and

(b)

written confirmation as to the satisfaction or waiver by it of the conditions in its favour set out herein (other than the filing of all required documentation with the Registrar).

2.7

Filing of Final Order

As soon as possible after receipt of the Final Order, the Parties will file with the Registrar a copy of the Final Order and such other records and documentation as the Registrar may require pursuant to the BCBCA in respect of the Arrangement.

2.8

Arrangement and Closing

Upon the material referred to in Section 2.7 being filed with the Registrar, the documents held in escrow pursuant to Section 2.6 will, upon confirmation by each of the Parties, be released on the Effective Date and the Parties will exchange such other documents as may be necessary or desirable in connection with the completion of the Arrangement on the Effective Date, including without limitation, the delivery of required legal opinions.

2.9

Preparation of Filings

(a)

Xxxxxxx and Bayswater will cooperate in:

(i)

the preparation of the applications for the Interim Order and Final Order and the preparation of any other documents reasonably considered by either Party to be necessary to discharge their respective obligations under applicable laws in connection with the Arrangement;

(ii)

the preparation of the application for the approval of the TSX Venture Exchange for the listing and posting for trading of the Xxxxxxx Shares to be issued to the Bayswater Shareholders; and

(iii)

the taking of all such action as may be required under applicable laws in connection with the Arrangement.

(b)

Each of Xxxxxxx and Bayswater will furnish to the other all such information concerning it, the Bayswater Subsidiaries (in the case of Bayswater), the Xxxxxxx Subsidiaries (in the case of Xxxxxxx) and its shareholders as may be required to effect the actions described in Section 2.2 and the foregoing provisions of this Section 2.9, and each covenants that no information furnished by it in connection with such actions or otherwise in connection with the consummation of the Arrangement, will contain any untrue statement of a material fact or omit to state a material fact required to be stated or which is necessary in order to make any information so furnished not misleading in the light of the circumstances in which it is furnished or to be used.

(c)

Xxxxxxx and Bayswater will each promptly notify the other if at any time before the Effective Time it becomes aware that the Information Circular or an application for an order described in Section 2.1 or 2.3 or any application filed with a governmental entity, contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or which is necessary to make the statements contained therein not misleading in light of the circumstances in which they were made, or that otherwise requires an amendment or supplement to the Information Circular or such application. In any such event, the Parties will cooperate in the preparation of a supplement or amendment to the Information Circular or such other application, as required and as the case may be, and, if required, will cause the same to be distributed to the Xxxxxxx Shareholders and the Bayswater Shareholders and/or filed with the applicable governmental entities.

2.10

U.S. Securities Laws Matters

The Parties agree that the Arrangement will be carried out with the intention that all Xxxxxxx Shares issued on completion of the Arrangement will be issued in reliance on the exemption from the registration requirements of the United States Securities Act of 1933 (the “US Securities Act”) provided by Section 3(a)(10) of the US Securities Act (the “Exemption”). In order to ensure the availability of the Exemption, the Parties agree that the Arrangement will be carried out on the following basis:

(a)

The Arrangement will be subject to the approval of the Court;

(b)

The Court will be advised as to the intention of the Parties to rely on the Exemption prior to the hearing required to approve the Arrangement;

(c)

The Court will be required to satisfy itself as to the fairness of the Arrangement;

(d)

The Final Order shall include a statement to the following effect: “this Order will serve as a basis of a claim to an exemption pursuant to section 3(a)(10) of the United States Securities Act of 1933 from the registration requirements otherwise imposed by that Act, regarding the distribution of securities of Xxxxxxx Minerals Ltd. to persons entitled to receive securities pursuant to the Plan of Arrangement.”

REPRESENTATIONS AND WARRANTIES

3.1

Representations and Warranties of Xxxxxxx

Xxxxxxx represents and warrants to Bayswater as follows and acknowledges that Bayswater is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the transactions contemplated hereby:

(a)

Corporate Existence and Related Matters.

(i)

Xxxxxxx is a company duly continued into, and validly existing under the laws of the Province of British Columbia and is in good standing with respect to the filing of annual reports.

(ii)

Xxxxxxx holds a 100% ownership interest in the Xxxxxxx Subsidiaries and will immediately prior to the Effective Date hold a 100% ownership interest in Newco.

(iii)

Each of the Xxxxxxx Subsidiaries is, and Newco will be on the Effective Date, a company validly existing under the laws of its jurisdiction of incorporation.

(iv)

Xxxxxxx has the corporate power and authority necessary to own or lease its property and assets and to carry on its business as now being conducted by it, to execute and deliver this Agreement and all other agreements, documents and instruments to be executed and delivered by it as contemplated herein and to perform its obligations hereunder and thereunder.

(v)

Each of the Xxxxxxx Subsidiaries has, and Newco will have on the Effective Date, the corporate power and authority necessary to own or lease its property and to carry on its business as now being conducted by it.

(vi)

The execution, delivery and performance by Xxxxxxx of its obligations under this Agreement and of all other agreements, documents and instruments to be executed and delivered by Xxxxxxx as contemplated and in order to complete the transactions contemplated in this Agreement, will not:

(A)

conflict with or result in the breach or violation of any of the terms and provisions of the constating documents of Xxxxxxx;

(B)

conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by any material agreement (oral or written), instrument, license, permit or authority to which Xxxxxxx or the Xxxxxxx Subsidiaries is a party or by which any of them is bound or to which any of its or their property is subject or would result in the creation of any material encumbrance upon any of Xxxxxxx'x Property Assets under any such agreement, instrument, license, permit or authority, or give to others any material interest or right, including rights of purchase, termination, cancellation or acceleration under any such agreement, instrument, license, permit or authority, provided that Xxxxxxx or the Xxxxxxx Subsidiaries obtains the necessary consents to the assignment of any contracts resulting from the Arrangement; or

(C)

violate any provision of any required Canadian Approvals or other requisite approvals, any law or regulation or any judicial or administrative order, award, judgment or decree applicable to Xxxxxxx, or violate the terms of any material licence, permit, approval or consent held by Xxxxxxx or the Xxxxxxx Subsidiaries.

(vii)

The execution and delivery of this Agreement and all other agreements, documents and instruments to be executed and delivered by Xxxxxxx as contemplated herein, the performance by Xxxxxxx of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Xxxxxxx other than approval of Xxxxxxx Shareholders and, subject as aforesaid and subject to the obtaining of the other Canadian Approvals and other approvals, this Agreement has been duly executed and delivered by Xxxxxxx and constitutes a legal, valid and binding obligation of Xxxxxxx, subject to the obtaining of the Canadian Approvals as related to Xxxxxxx, enforceable against Xxxxxxx in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(b)

Share Capital. Xxxxxxx is authorised to issue an unlimited number of Xxxxxxx Shares and an unlimited number of Class A preferred shares without par value (the “Preferred Shares”), of which 22,349,274 fully paid and non-assessable Xxxxxxx Shares (on a pre-Share Split basis) and no Preferred Shares are issued and outstanding as of May 9, 2007.

(c)

No Additional Issue. Except as disclosed in the Information Circular, as of the date hereof, no person or entity has any agreement, warrant, or option, or any right capable of becoming an agreement, warrant or option, for the purchase of any unissued shares in the capital of Xxxxxxx, except for up to an aggregate of 1,753,432 Xxxxxxx Shares (on a pre-Share Split basis) issuable on exercise of outstanding stock options previously granted to directors, officers, consultants and employees of Xxxxxxx, up to an aggregate of 281,548 Xxxxxxx Shares (on a pre-Share Split basis) issuable on exercise of outstanding warrants previously issued pursuant to private placements, and up to an aggregate of 6,000 Xxxxxxx Shares (on a pre-Share Split basis) issuable upon the exercise of agent’s options. Except as disclosed herein or in the Information Circular, no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature), for the purchase or issue of or conversion into any of the unissued shares of Xxxxxxx or any unissued securities of Xxxxxxx.

(d)

Financial Statements. The audited financial statements of Xxxxxxx for the years ended April 30, 2004, 2005 and 2006 together with the notes thereto and the auditor's report thereon and the unaudited financial statements for the three, six and nine months ended July 31, 2006, October 31, 2006 and January 31, 2007 present fairly the financial position, results of operations and changes in financial position of Xxxxxxx as at the statement dates and for the periods ending on those dates and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. The financial statements of Xxxxxxx contained in the Information Circular present fairly the financial position of Xxxxxxx at the relevant dates and the results of its operations and the changes in its financial position for the periods indicated in the said statements and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis.

(e)

Ownership of Xxxxxxx'x Assets. The only material assets of Xxxxxxx consist of Xxxxxxx'x Property Assets, including the Xxxxxxx Subsidiaries, all of which are owned by Xxxxxxx directly or indirectly, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances or demands whatsoever except as disclosed in the Information Circular.

(f)

No Options on Properties. Except as disclosed in the Information Circular, no Person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option for the purchase or other acquisition from Xxxxxxx of Xxxxxxx'x Property Assets.

(g)

Litigation. Except as disclosed in the Information Circular, to the best of Xxxxxxx'x knowledge there are no actions, suits, investigations, arbitration proceedings or other proceedings (whether or not purportedly on behalf of Xxxxxxx), pending against or affecting Xxxxxxx, the Xxxxxxx Subsidiaries or Xxxxxxx'x Property Assets at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or by or before any arbitrator and Xxxxxxx is not now aware of any existing grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success and, further, there is not currently outstanding against Xxxxxxx, or the Xxxxxxx Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, governmental department, commission, board, bureau, agency, instrumentality, domestic or foreign, or arbitrator.

(h)

Disposition of Xxxxxxx'x Property Assets. Xxxxxxx has not, since January 31, 2007, sold or otherwise disposed of or entered into any agreement to sell or otherwise dispose of any of Xxxxxxx'x Property Assets.

(i)

Material Adverse Change. Except as disclosed in the Information Circular, there has been no material adverse change in the business or condition, financial or otherwise of Xxxxxxx from that shown in the financial statements referred to in paragraph (d) of this Section 3.1.

(j)

Residency. Xxxxxxx is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

(k)

Reporting Issuer. Xxxxxxx is a reporting issuer, not in default, in British Columbia and Alberta.

(l)

Listing. The Xxxxxxx Shares are listed and posted for trading on the TSX Venture Exchange.

(m)

Contracts. Xxxxxxx has made available its material contracts for review by Bayswater and such contracts are valid and subsisting. To the best knowledge of Xxxxxxx, no party is currently in default of any of its material obligations thereunder.

(n)

Books and Records. To the best knowledge of Xxxxxxx, the Books and Records of Xxxxxxx and the Xxxxxxx Subsidiaries are true, complete and correct in all material respects, all transactions relating to the business and undertaking of Xxxxxxx and the Xxxxxxx Subsidiaries have been accurately reflected in such Books and Records and all such Books and Records are maintained at the offices of Xxxxxxx or its officers and professional advisors.

(o)

Corporate Records. To the best knowledge of Xxxxxxx, the corporate records of Xxxxxxx, as required to be maintained by Xxxxxxx under the laws of the Province of British Columbia, are true, complete and correct in all material respects.

(p)

Not Insolvent. Xxxxxxx is not insolvent and has not committed an act of bankruptcy within the meaning of the Bankruptcy Act (Canada).

(q)

Information Circular. The information in the Information Circular relating to Xxxxxxx will be at the time of mailing, true, correct and complete in all material respects. The information in the Information Circular relating to Xxxxxxx will not contain any untrue statement of any material fact, nor will it omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the context in which they were made. The description of the business of Xxxxxxx, its financial condition, assets and properties in the Information Circular will contain sufficient detail to permit holders of Bayswater Shares to, in respect of the business and affairs of Xxxxxxx, form a reasoned judgment in respect of the Bayswater Shares to be exchanged for Xxxxxxx Shares in connection with the Arrangement and to permit the holders of Bayswater Shares generally to form a reasoned judgment in respect of the Arrangement and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such description not misleading. None of the representations, warranties or statements of fact made in this Section 3.1 in relation to Xxxxxxx contain any untrue statement of a material fact or omit to state any material fact necessary to make any such warranty or representation not misleading.

(r)

Creditors. There are reasonable grounds for believing that no creditor of Xxxxxxx will be materially prejudiced by the Arrangement.

3.2

Representations and Warranties of Bayswater

Bayswater represents and warrants to Xxxxxxx as follows and acknowledges that Xxxxxxx is relying upon such representations and warranties in connection with the entering into of this Agreement and the completion of the transactions contemplated hereby:

(a)

Corporate Existence and Related Matters.

(i)

Bayswater is a company duly amalgamated and validly existing under the laws of the Province of British Columbia and is in good standing with respect to the filing of annual reports.

(ii)

Bayswater holds a 100% ownership interest in the Bayswater Subsidiaries.

(iii)

Each of the Bayswater Subsidiaries is a company validly existing under the laws of its jurisdiction of incorporation.

(iv)

Bayswater has the corporate power and authority necessary to own or lease its property and assets and to carry on its business as now being conducted by it, to execute and deliver this Agreement and all other agreements, documents and instruments to be executed and delivered by it as contemplated herein and to perform its obligations hereunder and thereunder.

(v)

Each of the Bayswater Subsidiaries has the corporate power and authority necessary to own or lease its property and to carry on its business as now being conducted by it.

(vi)

The execution, delivery and performance by Bayswater of its obligations under this Agreement and of all other agreements, documents and instruments to be executed and delivered by Bayswater as contemplated and in order to complete the transactions contemplated in this Agreement, will not:

(A)

conflict with or result in the breach or violation of any of the terms and provisions of the constating documents of Bayswater;

(B)

conflict with, result in a breach of, constitute a default under or accelerate or permit the acceleration of the performance required by any material agreement (oral or written), instrument, license, permit or authority to which Bayswater or the Bayswater Subsidiaries is a party or by which any of them is bound or to which any of its or their property is subject or would result in the creation of any material encumbrance upon any of Bayswater's Property Assets under any such agreement, instrument, license, permit or authority, or give to others any material interest or right, including rights of purchase, termination, cancellation or acceleration under any such agreement, instrument, license, permit or authority, provided that Bayswater or the Bayswater Subsidiaries, as the case may be, obtains the necessary consents to the assignment of any contracts resulting from the Arrangement; or

(C)

violate any provision of any required Canadian Approvals or other requisite approvals, any law or regulation or any judicial or administrative order, award, judgment or decree applicable to Bayswater, or violate the terms of any material licence, permit, approval or consent held by Bayswater or the Bayswater Subsidiaries.

(vii)

The execution and delivery of this Agreement and all other agreements, documents and instruments to be executed and delivered by Bayswater as contemplated herein, the performance by Bayswater of its obligations hereunder and thereunder and the completion of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Bayswater other than approval of Bayswater Shareholders and, subject as aforesaid and subject to the obtaining of the other Canadian Approvals and other approvals, this Agreement has been duly executed and delivered by Bayswater and constitutes a legal, valid and binding obligation of Bayswater, subject to obtaining the Canadian Approvals as related to Bayswater, enforceable against Bayswater in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(b)

Share Capital. Bayswater is authorised to issue an unlimited number of Bayswater Shares, of which 93,098,835 fully paid and non-assessable Bayswater Shares are issued and outstanding as of May 10, 2007.

(c)

No Additional Issue. Except as disclosed in the Information Circular, as of the date hereof, no person or entity has any agreement, warrant, or option, or any right capable of becoming an agreement, warrant or option, for the purchase of any unissued shares in the capital of Bayswater, except for up to an aggregate of 8,959,320 common shares issuable on exercise of outstanding stock options previously granted to directors, officers, employees and consultants of Bayswater and up to an aggregate of 24,836,694 Bayswater Shares issuable on exercise of outstanding warrants previously issued pursuant to private placements. Except as disclosed herein or in the Information Circular, no person has any agreement, option, understanding or commitment (including convertible securities, warrants or convertible obligations of any nature), for the purchase or issue of or conversion into any of the unissued shares of Bayswater or any unissued securities of Bayswater.

(d)

Financial Statements. The financial statements of Bayswater Ventures Corp. for the years ended February 29, 2004, February 28, 2005 and February 28, 2006 and the unaudited financial statements of Bayswater Ventures Corp. for the three months ended May 31, 2006 and of Pathfinder Resources Ltd. for the years ended December 31, 2003, December 31, 2004 and December 31, 2005, together with the notes thereto and the auditor's report thereon and the unaudited financial statements of Pathfinder Resources Ltd. for the three and six months ended March 31, 2006 and June 30, 2006 and the unaudited financial statements of Bayswater for the periods ended August 31, 2006 and November 30, 2006 present fairly the financial position, results of operations and changes in financial position of Bayswater as at the statement dates and for the periods ending on those dates and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. The financial statements of Bayswater contained in the Information Circular present fairly the financial position of Bayswater at the relevant dates and the results of its operations and the changes in its financial position for the periods indicated in the said statements and have been prepared in accordance with generally accepted accounting principles applied on a consistent basis.

(e)

Ownership of Bayswater's Assets. The only material assets of Bayswater consist of Bayswater's Property Assets, including the Bayswater Subsidiaries, all of which are owned by Bayswater directly or indirectly, free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances or demands whatsoever except as disclosed in the Information Circular.

(f)

(g)

Litigation. Except as disclosed in the Information Circular, to the best of Bayswater's knowledge, there are no actions, suits, investigations, arbitration proceedings or other proceedings (whether or not purportedly on behalf of Bayswater), pending against or affecting Bayswater, the Bayswater Subsidiaries, or Bayswater's Property Assets at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or by or before any arbitrator and Bayswater is not now aware of any existing grounds on which any such action, suit or proceeding might be commenced with any reasonable likelihood of success and, further, there is not currently outstanding against Bayswater, or the Bayswater Subsidiaries, any judgment, decree, injunction, rule, order or award of any court, governmental department, commission, board, bureau, agency, instrumentality, domestic or foreign, or arbitrator.

(h)

Disposition of Bayswater's Property Assets. Bayswater has not, since November 30, 2006, sold or otherwise disposed of or entered into any agreement to sell or otherwise dispose of any of Bayswater's Property Assets

(i)

Material Adverse Change. Except as disclosed in the Information Circular, there has been no material adverse change in the business or condition, financial or otherwise of Bayswater from that shown in the financial statements referred to in paragraph (d) of this Section 3.2.

(j)

Residency. Bayswater is not a non-resident of Canada within the meaning of the Income Tax Act (Canada).

(k)

Reporting Issuer. Bayswater is a reporting issuer, not in default, in British Columbia and Alberta.

(l)

Listing. The Bayswater Shares are listed and posted for trading on the TSX Venture Exchange.

(m)

Contracts. Bayswater has made available its material contracts for review by Xxxxxxx and such contracts are valid and subsisting. To the best knowledge of Bayswater, no party is currently in default of any of its material obligations thereunder.

(n)

Books and Records. To the best knowledge of Bayswater, the Books and Records of Bayswater and the Bayswater Subsidiaries are true, complete and correct in all material respects, all transactions relating to the business and undertaking of Bayswater and the Bayswater Subsidiaries have been accurately reflected in such Books and Records and all such Books and Records are maintained at the offices of Bayswater, or its officers and professional advisors.

(o)

Corporate Records. To the best knowledge of Bayswater, the corporate records of Bayswater, as required to be maintained by Bayswater under the laws of the Province of British Columbia, are true, complete and correct in all material respects.

(p)

Not Insolvent. Bayswater is not insolvent and has not committed an act of bankruptcy within the meaning of the Bankruptcy Act (Canada).

(q)

Information Circular. The information in the Information Circular relating to Bayswater will be true, correct and complete in all material respects. The information in the Information Circular relating to Bayswater will not contain any untrue statement of any material fact, nor does it omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading in light of the context in which they were made. The description of the business of Bayswater, its financial condition, assets and properties in the Information Circular will contain sufficient detail to permit holders of Xxxxxxx Shares to form a reasoned judgment in respect of the Arrangement and does not contain any untrue statement of a material fact or omit to state any material fact necessary to make such description not misleading. None of the representations, warranties or statements of fact made in this Section 3.2 in relation to Bayswater contain any untrue statement of a material fact or omit to state any material fact necessary to make any such warranty or representation not misleading.

(r)

Creditors. There are reasonable grounds for believing that no creditor of Bayswater will be materially prejudicial by the Arrangement.

COVENANTS

4.1

Covenants of Xxxxxxx

Xxxxxxx will:

(a)

Conduct of Business. From the date hereof until the earlier of: (i) the Effective Date; and (ii) the termination of this Agreement in accordance with its provisions:

(i)

conduct its business in the ordinary and usual course and in accordance with prudent business practices prevailing in the mining industry and, without limiting the generality of the foregoing, so as to:

(A)

preserve, substantially intact, Xxxxxxx'x business and undertaking and not do or permit to be done any act or thing which would or might reasonably be expected to diminish the business and undertaking of Xxxxxxx;

(B)

operate and maintain Xxxxxxx'x Property Assets as would a prudent owner in a good and workmanlike manner;

(C)

keep available the services of its present officers, key employees and contractors;

(D)

maintain and preserve a good relationship with Xxxxxxx'x consultants, financial advisors, joint venture partners and others that have business dealings with Xxxxxxx;

(E)

keep accurate and proper books of account of its business so as to reflect accurately all transactions in respect of its business;

(F)

except with the prior written consent of Bayswater, not enter into any agreement or transaction and not issue any indebtedness or liability, other than in the ordinary and usual course of its business or in furtherance of this Agreement;

(G)

except with the prior consent of Bayswater, not to be unreasonably withheld:

(i)

not sell, lease, mortgage or otherwise dispose of or grant any encumbrance over any of its assets;

(ii)

not purchase, lease or otherwise acquire, or agree to purchase, lease or otherwise acquire, any additional property or assets, except purchases of supplies and other chattels in the ordinary and usual course of its business;

(iii)

not improve the terms of employment, including salary, wages and fringe benefits, of any of its employees, nor engage the services of any new employees or contractors; and

(iv)

not make any changes in the accounting principles and practices as heretofore applied to its business, including, without limitation, the basis on which the assets and liabilities in respect of its business are recorded on its books and earnings, profits and losses are ascertained;

(H)

except in respect of a private placement financing to raise up to $2,500,000 or with the prior written consent of Bayswater, not to be unreasonably withheld, or in respect of the Share Split, or as contemplated by the Information Circular, not allot, issue, offer for sale or sell or agree to become bound to allot, issue, offer for sale or sell any common shares or preferred shares in its capital or securities convertible or exchangeable into common shares or preferred shares in its capital, except pursuant to the due exercise of previously issued warrants and previously granted stock options or the grant of additional stock options to directors, officers, employees or consultants of Xxxxxxx in accordance with the policies of the TSX Venture Exchange;

(I)

not declare or pay any dividends or make any distribution of its properties or assets to any of its shareholders or to others or retire, redeem or otherwise acquire any Xxxxxxx Shares or other securities;

(J)

except pursuant to the Share Split, not (i) split, combine or reclassify any of the Xxxxxxx Shares or other Xxxxxxx securities, or (ii) redeem, purchase or offer to purchase any Xxxxxxx Shares or other Xxxxxxx securities;

(K)

not borrow any funds, under existing credit lines or otherwise, except as reasonably necessary for the ordinary operation of Xxxxxxx’x business in a manner, and in amounts, in keeping with historical practices;

(L)

use its best efforts to maintain the listing of the Xxxxxxx Shares on the TSX Venture Exchange; and

(M)

duly and punctually perform all of its obligations pursuant to Xxxxxxx'x existing material contracts and, except with the prior consent of Bayswater, not amend, terminate or discharge, or consent to any amendment, termination or discharge of any of Xxxxxxx'x material contracts.

(b)

Access to information. Give to Bayswater and its representatives full access during normal business hours to its Books and Records, facilities and areas of mineral rights (provided that Bayswater will only obtain, and Xxxxxxx will only be obligated to give access to Persons to conduct any inspection of its Books and Records, facilities, and areas of mineral rights, on the basis that the results of any investigation are strictly confidential) and cause its officers to furnish, and to request that its appraisers, auditors and other advisors furnish Bayswater with such financial and operating data and other information, including reasonable access to auditors' working papers, with respect to its business and undertaking as Bayswater may from time to time request and Xxxxxxx agrees to make available all information and documentation in Xxxxxxx'x knowledge, as applicable, and possession which might affect the financial condition or prospects of Xxxxxxx'x business and undertaking; provided, however, that any such investigation shall be conducted at the expense of the Party making the request and in such manner as not to interfere unreasonably with the operation of Xxxxxxx'x business and in the event the transactions between the Parties contemplated hereby are not consummated, Bayswater will return all documents, work papers and other material obtained in the course of its investigations in connection with the transactions contemplated between the Parties hereto and photocopies or other reproductions thereof and will take such other reasonable step as Xxxxxxx may consider to be necessary to protect the confidentiality of the information contained in such material. Without limiting the foregoing, Xxxxxxx shall provide to Bayswater:

(i)

A summary of the mineral properties in which Xxxxxxx has an interest, including the respective interests of other parties, including any NI 43-101 complaint reports;

(ii)

A NI 43-101 compliant report on Xxxxxxx’x Montana and Wyoming uranium properties, including any additional properties acquired pursuant to subsection 4.1(j), such report to be completed, at Xxxxxxx’x expense; and

(iii)

Existing title documentation for the mineral properties held by Xxxxxxx.

(c)

No Breach of Representations. Except with the prior consent of Bayswater, not do or fail to do anything that would result in any of the representations and warranties set forth in Section 2.1 not being true and correct at the Effective Date.

(d)

Notice to Bayswater. Promptly notify Bayswater of the occurrence of any event or circumstance known to Xxxxxxx which may result in:

(i)

a representation or warranty contained in Section 3.1 being untrue, incorrect or misleading;

(ii)

the non-fulfilment of any of the conditions precedent set forth in Sections 5.1 and 5.3; or

(iii)

the occurrence of an event or circumstance which materially adversely affects or which could materially adversely affect the business and undertaking of Xxxxxxx or its prospects.

(e)

Change to Information. Promptly advise Bayswater of any material change (whether or not adverse) in the information relating to Xxxxxxx set out in the Information Circular and will, prior to the Effective Date, deliver to Bayswater a report setting out all changes in such information contained in the Information Circular, effective as of the Effective Date.

(f)

Indemnification, Indemnify and save harmless Bayswater and its directors, officers, employees and agents from and against all claims, suits, actions, cause of actions, liabilities, damages, costs, charges and expenses to which Bayswater or any director, officer, employee or agent thereof, may be subject or for which Bayswater, or any directors, officers, employees or agents thereof, may suffer whether under the provisions of any statute or otherwise, in any way caused by, arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentations based solely on the information regarding Xxxxxxx contained in the Information Circular or in any material in respect of Xxxxxxx filed in compliance or intended compliance with applicable securities laws;

(g)

Obtain Consents. Use its reasonable best efforts to obtain, at least three days prior to the Effective Date, all of the consents, approvals, permits and acknowledgements as may be required in connection with the completion of the transactions contemplated hereby, each in a form, and upon such terms, as is reasonably acceptable to Bayswater and its counsel.

(h)

Delivery of Documents. At or prior to the Effective Date, duly execute and deliver or arrange to have duly executed and delivered all agreements, instruments and other documents as Bayswater or its counsel may reasonably require to be delivered in order to give effect to the transactions contemplated hereby.

(i)

Conditions Precedent. Use its reasonable best efforts to cause each of the conditions precedent set forth in Section 5 hereof to be complied with on or before the Effective Date.

(j)

Additional Property Acquisitions. On or before the Effective Date, on behalf of Xxxxxxx or the Xxxxxxx Subsidiaries, use its commercially reasonably best efforts to acquire supplemental properties to its Mountain West Property located in Elko County Nevada and to its uranium properties located in Montana and Wyoming (such acquisitions hereinafter referred to as the “Supplemental Properties”) at its own expense, including the staking of additional uranium prospective land and acquiring related surface rights to such staked lands and to all its land holdings, where required, supplemental to either to the Mountain West Property or to Xxxxxxx’x properties in Montana and Wyoming.

(k)

Incorporation of Newco. On or before the Effective Date, incorporate Newco, and cause the board of directors and shareholders of Newco to unanimously approve the Plan of Arrangement, provided that Newco shall have the following characteristics:

(i)

Newco shall be incorporated as a British Columbia company;

(ii)

Newco shall have an authorized capital of an unlimited number of common shares, and all of Newco’s issued shares shall be held by Xxxxxxx;

(iii)

No person or entity, other than Xxxxxxx and as provided under this Agreement, shall have any agreement, warrant, or option, or any right capable of becoming an agreement, warrant or option, for the purchase of any unissued shares in the capital of Newco; and

(iv)

Newco’s constating documents shall not contain any terms or provisions which are inconsistent with or otherwise violate the terms of this Agreement.

4.2

Covenants of Bayswater

Bayswater will, and will cause the Bayswater Subsidiaries to:

(a)

Conduct of Business. From the date hereof until the earlier of: (i) the Effective Date; and (ii) the termination of this Agreement in accordance with its provisions:

(i)

(A)

preserve, substantially intact, Bayswater's business and undertaking and carry on its business and not do or permit to be done any act or thing which would or might reasonably be expected to diminish the business and undertaking of Bayswater or the Bayswater Subsidiaries;

(B)

operate and maintain Bayswater's Property Assets as would a prudent owner in a good and workmanlike manner;

(C)

keep available the services of its present officers, key employees and contractors;

(D)

maintain and preserve a good relationship with Bayswater's consultants, financial advisors, joint venture partners and others that have business dealings with Bayswater;

(E)

keep accurate and proper books of account of its business so as to reflect accurately all transactions in respect of its business;

(F)

except with the prior consent of Xxxxxxx, not enter into any agreement or transaction and not incur any indebtedness or liability, other than in the ordinary and usual course of its business or in furtherance of this Agreement;

(G)

except with the prior consent of Xxxxxxx, not to be unreasonably withheld:

(i)

not sell, lease, mortgage or otherwise dispose of or grant any encumbrance over any of its assets; and

(ii)

(H)

except with the prior written consent of Xxxxxxx, not to be unreasonably withheld or as contemplated in the Information Circular, not allot, issue, offer for sale or sell or agree to become bound to allot, issue, offer for sale or sell any common shares or preferred shares in its capital or securities convertible or exchangeable into common shares or preferred shares in its capital, except pursuant to the due exercise of previously granted stock options or the grant of additional stock options to directors, officers, employees or consultants of Bayswater or the Bayswater Subsidiaries in accordance with the policies of the TSX Venture Exchange;

(I)

not declare or pay any dividends or make any distribution of its properties or assets to any of its shareholders or to others or retire, redeem or otherwise acquire any Bayswater Shares or other securities;

(J)

not (i) split, combine or reclassify any of the Bayswater Shares or other Bayswater securities, or (ii) redeem, purchase or offer to purchase any Bayswater Shares or other Bayswater securities;

(K)

not borrow any funds, under existing credit lines or otherwise, except as reasonably necessary for the ordinary operation of Bayswater’s business in a manner, and in amounts, in keeping with historical practices;

(L)

use its best efforts to maintain the listing of the Bayswater Shares on the TSX Venture Exchange; and

(M)

duly and punctually perform all of its obligations pursuant to Bayswater's material contracts and, except with the prior consent of Xxxxxxx, not amend, terminate or discharge, or consent to any amendment, termination or discharge of, any of Bayswater's material contracts.

(b)

Access to Information. Give to Xxxxxxx and its representatives full access during normal business hours to its Books and Records, facilities and areas of mineral rights (provided that Xxxxxxx will only obtain, and Bayswater or the Bayswater Subsidiaries, as applicable, will only be obligated to give access to Persons to conduct any inspection of its Books and Records, facilities, and areas of mineral rights, on the basis that the results of any investigation are strictly confidential) and cause its officers to furnish, and to request that its appraisers, auditors and other advisors furnish, Xxxxxxx with such financial and operating data and other information, including reasonable access to auditors' working papers, with respect to its business and undertaking as Xxxxxxx may from time to time request and Bayswater agrees to make available, and to cause the Bayswater Subsidiaries to make available, all information and documentation in Bayswater's or the Bayswater Subsidiaries' knowledge, as applicable, and possession which might affect the financial condition or prospects of Bayswater's or the Bayswater Subsidiaries' business and undertaking; provided, however, that any such investigation shall be conducted at the expense of the Party making the request and in such manner as not to interfere unreasonably with the operation of Bayswater's or the Bayswater Subsidiaries' business and in the event the transactions between the Parties contemplated hereby are not consummated, Xxxxxxx will return all documents, work papers and other material obtained in the course of its investigations in connection with the transactions contemplated between the Parties hereto and photocopies or other reproductions thereof and will take such other reasonable steps as Bayswater may consider to be necessary to protect the confidentiality of the information contained in such material. Without limiting the foregoing, Bayswater shall provide to Xxxxxxx:

(i)

A summary of the mineral properties in which Bayswater has an interest, including the respective interests of other parties, including any NI 43-101 complaint reports;

(ii)

A NI 43-101 compliant report on Bayswater’s Central Mineral Belt uranium properties, as updated on September 8, 2006 by Xxxxxx Xxxxxx and Associates; and

(iii)

Title documentation for the mineral properties held by Bayswater.

(c)

Indemnification, Indemnify and save harmless Xxxxxxx and its directors, officers, employees and agents from and against all claims, suits, actions, cause of actions, liabilities, damages, costs, charges and expenses to which Xxxxxxx or any director, officer, employee or agent thereof, may be subject or for which Xxxxxxx, or any directors, officers, employees or agents thereof, may suffer whether under the provisions of any statute or otherwise, in any way caused by, arising, directly or indirectly, from or in consequence of any misrepresentation or alleged misrepresentations based solely on the information regarding Bayswater contained in the Information Circular or in any material in respect of Bayswater filed in compliance or intended compliance with applicable securities laws;

(d)

No Breach of Representations. Except with the prior consent of Xxxxxxx, not do or fail to do anything that would result in any of the representations and warranties set forth in Section 3.2 not being true and correct at the Effective Date.

(e)

Notice to Xxxxxxx. Promptly notify Xxxxxxx of the occurrence of any event or circumstance known to Bayswater which may result in:

(i)

a representation or warranty contained in Section 3.2 being untrue, incorrect or misleading;

(ii)

the non-fulfilment of any of the conditions precedent set forth in Sections 5.1 and 5.2; or

(iii)

the occurrence of an event or circumstance which materially adversely affects or which could materially adversely affect the business and undertaking of Bayswater and the Bayswater Subsidiaries or their prospects.

(f)

Change to Information. Promptly advise Xxxxxxx of any material change (whether adverse or not) in the information respecting Bayswater set out in the Information Circular and will, prior to the Effective Date, deliver to Xxxxxxx a report setting out all changes in such information contained in the Information Circular, effective as of the Effective Date.

(g)

(h)

Delivery of Documents. At or prior to the Effective Date, duly execute and deliver or arrange to have duly executed and delivered all agreements, instruments and other documents as Xxxxxxx or its counsel may reasonably require to be delivered in order to give effect to the transactions contemplated hereby.

(i)

Conditions Precedent. Use its reasonable best efforts to cause each of the conditions precedent set forth in Section 5 hereof to be complied with on or before the Effective Date.

(j)

Compilation of Previous Exploration Work. At its own expense, engage a qualified consulting firm, subject to the approval of such consulting firm by Xxxxxxx, to compile all previous drilling and other geological, geochemical and engineering work carried on out Xxxxxxx’x properties in Montana and Wyoming into a digital data base and to review, assess and make recommendation as warranted for further drilling and staged development work – all of which shall be provided to Xxxxxxx and, on a confidential basis, to Bayswater in a summary report. The NI 43-101 report to be completed by Xxxxxxx per subsection 4.1(b)(ii) shall be completed by this same consulting firm at the expense of Xxxxxxx.

4.3

Xxxxxxx Board Recommendation

Xxxxxxx confirms that its board of directors has unanimously approved this Agreement, the Share Split, the Arrangement and the Plan of Arrangement, has determined, after consultation with its financial advisers that the Share Split and the Arrangement is fair from a financial point of view, to the Xxxxxxx Shareholders and has resolved to unanimously recommend approval of the Share Split and the Arrangement by the Xxxxxxx Shareholders. The Information Circular will set forth (among other things) the recommendation of the board of directors of Xxxxxxx as described above and will include the fairness opinion of Xxxxxxx Xxxxxxxx.

4.4

Bayswater Board Recommendation

Bayswater confirms that its board of directors has unanimously approved this Agreement, the Arrangement and the Plan of Arrangement, has determined, after consultation with its financial advisers, that the Arrangement is fair from a financial point of view, to the Bayswater Shareholders and has resolved to unanimously recommend approval of the Arrangement by the Bayswater Shareholders. The Information Circular will set forth (among other things) the recommendation of the board of directors of Bayswater as described above and will include the fairness opinion of Xxxx Xxxxxxxxx and Associates Ltd. and Xxxxx XxXxxxxx Minerals Advisor Services.

4.5

Confidentiality

All information provided by each of Bayswater and Xxxxxxx, in any form whether written, electronic or verbal, as to financial condition, business, properties, title, assets and affairs (including any material contracts) as may reasonably be requested by the other party, including all information to be included in the Information Circular (the “Confidential Information”), will be kept confidential by each party hereto, notwithstanding either the termination of this Agreement or its completion, other than information that:

(a)

has become generally available to the public;

(b)

was available to a party hereto or its representatives on a non-confidential basis before the date of this Agreement; or

(c)

has become available to a party hereto or its representatives on a non-confidential basis from a person who is not, to the knowledge of such party or its representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the party or its representatives.

No Confidential Information may be released to third parties other than legal counsel and other advisors to the parties hereto without the consent of the provider thereof, except to the extent that such Confidential Information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents.

CONDITIONS PRECEDENT

5.1

Mutual Conditions

Each of the following conditions is for the benefit of Xxxxxxx and Bayswater and, subject to Section 5.4 and Section 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at the Effective Date:

(a)

each of Xxxxxxx and Bayswater are validly existing under the laws of the Province of British Columbia and shall have the corporate power to carry on its respective business as is now being conducted by it;

(b)

each of Xxxxxxx and Bayswater have taken all necessary corporate action to authorize the execution and delivery of this Agreement and all other documents and agreements necessary for the consummation of the Arrangement;

(c)

all required Court approvals for the Plan of Arrangement, including the Interim Order and Final Order have been obtained in form and substance satisfactory to the Parties to this Agreement;

(d)

the Amalgamation Application and Final Order shall have been accepted for filing by and the Certificate of Amalgamation has been issued by the Registrar;

(e)

the Arrangement shall have been approved at the Special Meetings;

(f)

there shall not be in force any order or decree restraining or enjoining consummation of the Arrangement;

(g)

none of the consents, orders, regulations or approvals contemplated herein contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either Party, acting reasonably;

(h)

all necessary regulatory requirements, consents, orders, negotiations and approvals, including regulatory and judicial approvals and orders necessary or desirable for the completion of the Arrangement and the approval of the Exchange, have been obtained or received, each in a form acceptable to both Parties;

(i)

the issue of the Xxxxxxx Shares to Bayswater Shareholders pursuant to the Arrangement will have been approved by all necessary corporate action to permit such securities to be issued as fully paid and non-assessable and will be exempt from the registration requirements of the United States Securities Act of 1933 and applicable state securities laws and the registration and prospectus requirements of applicable securities laws in each of the provinces of Canada in which there are Bayswater Shareholders;

(j)

the Xxxxxxx Shares to be issued to Bayswater Shareholders will be able to be freely sold or otherwise disposed of in whole or in part by the holders of Xxxxxxx Shares, who previously held Bayswater Shares at any time and from time to time following issuance without qualification by a prospectus or reliance on an exemption from prospectus filing requirements under applicable Canadian securities legislation, subject to the requirements for the first trade of the Xxxxxxx Shares issued to Bayswater Shareholders, that: (i) the trade is not a "control distribution" (as defined under applicable Canadian securities laws); (ii) no unusual effort is made to prepare the market or to create a demand for the security that is the subject of the trade; (iii) no extraordinary commission or consideration is paid to a person or company in respect of the trade; and (iv) if the selling security holder is an insider or officer of Xxxxxxx, the selling security holder has no reasonable grounds to believe that Xxxxxxx is in default of securities legislation;

(k)

the authors of the fairness opinions provided to each Party with respect to the fairness of the Arrangement to each Party and its shareholders, shall not have withdrawn such opinions;

(l)

there has been no actual or threatened change or amendment to any applicable legislation, regulation or regulatory or administrative practice or policy or issuance of an order by a court, tribunal, government agency or other regulatory authority or administrative agency, board or commission which directly or indirectly would or may have a material adverse effect on the Arrangement, Amalgamation or the current business, financial condition, operations or prospects of Xxxxxxx and Bayswater;

(m)

there shall not exist any prohibition at law against the completion of the Arrangement;

(n)

dissent rights in respect of the Arrangement shall not have been exercised prior to the Effective Date by Xxxxxxx Shareholders or Bayswater Shareholders representing in the aggregate more than 5% of the total number of Xxxxxxx Shares or Bayswater Shares, as the case may be, outstanding at such time; and

(o)

this Agreement shall not have been terminated pursuant to the provisions hereof.

5.2

Conditions for the Benefit of Xxxxxxx

Each of the following conditions is for the benefit of Xxxxxxx and, subject to Section 5.4 and Section 6 hereof, this Agreement shall terminate and be of no force and effect whatsoever unless at the Effective Date:

(a)

Bayswater shall have performed each covenant or obligation to be performed by it provided by this Agreement and, except as affected by the transaction contemplated by this Agreement or referred to or contemplated in the Information Circular, the representations and warranties of Bayswater shall be true in all material respects as of the Effective Date with the same effect as though made at and as of such time and Xxxxxxx shall have received a certificate of a senior officer of Bayswater to that effect, dated as of the Effective Date;

(b)

Bayswater shall not have taken any action which would be materially adverse to the business of Bayswater;

(c)

the Share Split shall have been approved at the special meeting of Xxxxxxx Shareholders;

(d)

any requisite approvals for the implementation by Xxxxxxx of the Share Split and Arrangement shall have been obtained, to the extent required by Xxxxxxx;

(e)

there shall not have been any material adverse change in the business, operations or assets of Bayswater nor shall any change of law have occurred which, in the reasonable judgment of Xxxxxxx, has or will have a material adverse effect on the business, assets, financial condition or results of operations of Bayswater;

(f)

except as previously disclosed to and consented to by Xxxxxxx, no material transaction out of the ordinary course of business of Bayswater has occurred and no material litigation not disclosed in the Information Circular has been commenced, contemplated or threatened, against Bayswater or any of its assets;

(g)

Bayswater shall not have prior to the Effective Date:

(i)

without the prior written consent of Xxxxxxx, allotted or issued any shares of its capital or entered into any agreement which contemplates the certain or contingent issue of shares of its capital, except the issue of shares pursuant to options or other rights as disclosed in this Agreement;

(ii)

declared any dividends;

(iii)

sold all or any part of its assets other than in the ordinary course of business, or entered into any transactions or negotiations which could be reasonably expected to interfere with or be inconsistent with the Arrangement;

(iv)

incurred any further liabilities out of the ordinary course of business; or

(v)

established any new or additional business;

(h)

Xxxxxxx shall have received from Bayswater such evidence of valuation, financial statements, audited or otherwise, and other documents pertaining to Bayswater as may be required by Xxxxxxx and all applicable regulatory authorities including the TSX Venture Exchange;

(i)

each of the acts and undertakings of Bayswater to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by it; and

(j)

the Bayswater Board shall not have made a determination that it is not in the best interests of Bayswater or its shareholders to proceed with the Arrangement.

The foregoing conditions are for the exclusive benefit of Xxxxxxx and may be waived, in whole or in part, by Xxxxxxx pursuant to Section 5.4.

5.3

Conditions for the Benefit of Bayswater

Each of the following conditions is for the benefit of Bayswater and, subject to Section 5.4 and Section 6 hereof, this Agreement shall have no force and effect whatsoever and shall be null and void unless:

(a)

Xxxxxxx shall have performed each covenant or obligation to be performed by it provided by this Agreement and, except as affected by the transaction contemplated by this Agreement or referred to or contemplated in the Information Circular, the representations and warranties of Xxxxxxx shall be true in all material respects as of the Effective Date with the same effect as though made at and as of such time and Bayswater shall have received a certificate of a senior officer of Xxxxxxx to that effect, dated as of the Effective Date;

(b)

Xxxxxxx shall not have taken any action which would be materially adverse to the business of Xxxxxxx;

(c)

any requisite approvals for the implementation by Bayswater of the Arrangement shall have been obtained, to the extent required by Bayswater;

(d)

there shall not have been any material adverse change in the business, operations or assets of Xxxxxxx nor shall any change of law have occurred which, in the reasonable judgment of Bayswater, has or will have a material adverse effect on the business, assets, financial condition or results of operations of Xxxxxxx;

(e)

except as previously disclosed to and consented to by Bayswater, no material transaction out of the ordinary course of business of Xxxxxxx has occurred and no material litigation not disclosed in the Information Circular has been commenced, contemplated or threatened, against Xxxxxxx or any of its assets;

(f)

Xxxxxxx shall not have prior to the Effective Date:

(i)

without the prior written consent of Bayswater, allotted or issued any shares of its capital or entered into any agreement which contemplates the certain or contingent issue of shares of its capital, except the issue of shares pursuant to options or other rights as disclosed in this Agreement;

(ii)

declared any dividends;

(iii)

(iv)

incurred any further liabilities out of the ordinary course of business; or

(v)

established any new or additional business;

(g)

Bayswater shall have received from Xxxxxxx such evidence of valuation, financial statements, audited or otherwise, and other documents pertaining to Xxxxxxx as may be required by Bayswater and all applicable regulatory authorities including the TSX Venture Exchange;

(h)

each of the acts and undertakings of Xxxxxxx to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by it; and

(i)

the Xxxxxxx Board shall not have made a determination that it is not in the best interests of Xxxxxxx or its shareholders to proceed with the Arrangement.

The foregoing conditions are for the exclusive benefit of Bayswater and may be waived, in whole or in part, by Bayswater pursuant to Section 5.4.

5.4

Waiver of Conditions

If any condition set out in Section 5.1 (other than 5.1(a) or (d)), Section 5.2 or Section 5.3 shall not be fulfilled or performed on or before the Effective Date, the party entitled to the benefit of such condition shall be entitled to terminate this Agreement or to waive that condition.

NO SOLICITATION

6.1

Termination of Existing Activities

Xxxxxxx shall immediately terminate and cause to be terminated all solicitations, initiations, encouragements, discussions and negotiations with any other parties conducted within the six month period prior to the date hereof by Xxxxxxx, or its respective officers, directors, employees, financial advisors, legal counsel, representatives or agents (the “Representatives”), with respect to any Alternative Transaction. Xxxxxxx shall promptly send a letter to all parties who have entered into confidentiality agreements with such party in connection with a proposed Alternative Transaction within the six month period prior to the date hereof, requiring all materials provided to such parties to be destroyed or returned to Xxxxxxx, or its agents or advisors.

6.2

Alternative Transactions

Xxxxxxx shall not and shall not authorize or permit any of Representatives (including, without limitation, lawyers and accountants), directly or indirectly, without the prior approval of Bayswater, to:

(a)

initiate contact with or solicit or enter into or knowingly encourage or participate in any discussions or negotiations with any person concerning any possible Alternative Transaction;

(b)

furnish any non-public financial or business information to any Person in connection with any Alternative Transaction proposal to Xxxxxxx;

(c)

accept, recommend, approve or enter into any agreement to implement an Alternative Transaction; or

(d)

release any party from confidentiality or standstill agreements between Xxxxxxx and such party or amend such agreement;

and Xxxxxxx will notify Bayswater immediately if any discussions or negotiations are sought to be initiated or any such information is requested with respect to an Alternative Transaction or potential Alternative Transaction or if Alternative Transaction is received or indicated to be forthcoming and such notification will include the identity of the Person making such Alternative Transaction, the terms thereof and any other information with respect thereto reasonably requested by Bayswater. Xxxxxxx shall ensure that its Representatives are aware of the provisions of this Section.

Notwithstanding the foregoing provisions of this Section 6.2, Xxxxxxx shall not be restricted from considering, discussing, negotiating, or providing any information (including access to management) to a third party in respect of a bona fide unsolicited proposal to Xxxxxxx or its shareholders that the board of directors of Xxxxxxx, upon consultation with its financial and legal advisors, determines, in good faith, is required to be considered by it in order to discharge its fiduciary duties. Xxxxxxx shall provide to Bayswater a copy of any Alternative Transaction proposal and will provide Bayswater written notice of intent to recommend, accept or enter into an agreement with respect to such Alternative Transaction proposal not less than two business days before Xxxxxxx’x recommendation, acceptance or entry into such an agreement, at which time this Arrangement Agreement shall terminate. Notwithstanding anything to the contrary contained herein, if Bayswater or Xxxxxxx terminates this Agreement pursuant to Section 7.1, the exclusive dealing provisions of this Section 6.2 shall be terminated and Xxxxxxx shall, immediately upon such termination, be permitted to pursue an Alternative Transaction.

6.3

Break Fee

In the event that:

(a)

Xxxxxxx breaches section 6.2 above;

(b)

This Agreement is terminated by Bayswater as a result of Section 7.1(b) and as further outlined below; or

(c)

This Agreement is terminated by Bayswater pursuant to section 7.1(c) below as a result of an Adverse Event applicable to Xxxxxxx;

Xxxxxxx shall issue to Bayswater 250,000 Xxxxxxx Shares as a break-fee (the “Break Fee”) to properly compensate Bayswater for its expenses and enterprise time pursuant to affecting the Closing of this transaction that would be lost due the break-up of this transaction.

Notwithstanding the foregoing, if Bayswater terminates this Agreement pursuant to Section 7.1(b) below, the break up provisions of this Section 6.3 shall only apply if:

(d)

Bayswater was proceeding with the Plan of Arrangement in good faith and the inability to the complete the Arrangement prior to August 31, 2007 was not due to any act or omission of Bayswater but rather was due to Xxxxxxx not acting in good faith; and

(e)

There has been no Adverse Event applicable to Bayswater.

The Break Fee shall be due, in the case of (a) above within five business days of and in the case of (b) and (c) above within five business days of written notice of termination from Bayswater to Xxxxxxx.

TERMINATION

7.1

General

This Agreement and the Plan of Arrangement may be terminated, whether before or after approval of the Xxxxxxx Shareholders and the Bayswater Shareholders of the Plan of Arrangement but not later than the Effective Date, by:

(a)

mutual agreement;

(b)

Xxxxxxx or Bayswater if the Effective Date has not occurred prior to August 31, 2007;

(c)

by Xxxxxxx or Bayswater pursuant to Section 7.2 below; or

(d)

Xxxxxxx as permitted pursuant to Section 6.2 above.

7.2

Adverse Event

This Agreement and the Plan of Arrangement may be terminated if an Adverse Event occurs. "Adverse Event" means:

(a)

either of the Xxxxxxx Board or the Bayswater Board fails to recommend the Arrangement to its shareholders or adversely amends or withdraws any such recommendation or fails to present the Plan of Arrangement for approval at the Special Meetings;

(b)

either of the Xxxxxxx Board or the Bayswater Board fails for any reason to approve the Plan of Arrangement;

(c)

an offer is made to purchase or otherwise acquire all of the common shares of Xxxxxxx or Bayswater, as the case may be, for consideration equal to or greater than that contemplated by the Plan of Arrangement by means of a takeover bid, amalgamation, arrangement, reorganization, reverse takeover, recapitalization or other capital reorganization or business transaction and either Xxxxxxx or Bayswater, as the case may be, enters into any agreement, letter of intent or similar understanding with respect to such an offer.

If an Adverse Event occurs, the company in respect of which it occurs ("Targetco") is required to give notice to the other party ("Otherco") and Otherco is thereafter entitled to do one or more of the following: postpone its Special Meeting; require Targetco to postpone its Special Meeting; prior to the date of the Special Meetings, amend the terms of the Plan of Arrangement to increase the consideration payable in connection therewith; or terminate this Agreement and the Plan of Arrangement by written notice to Targetco.

7.3

Remedies

Notwithstanding Section 6.3, the Parties acknowledge and agree that damages may apply for any breach of this Agreement by any Party or its representatives and any such breach may cause the non-breaching Party irreparable harm. Accordingly the Parties agree that, in the event of any breach or threatened breach of this Agreement by one of the Parties, the non-breaching Party will also be entitled, without the requirement of posting a bond or other security, to equitable relief, including injunctive relied and specific performance. Such remedies will not be the exclusive remedies for any breach of this Agreement, but will be in addition to all other remedies available at law or in equity to each of the Parties.

AMENDMENTS

8.1

Amendments

Subject to Section 9, this Agreement may, at any time and from time to time before and after the holding of the Special Meetings, but no later than the Effective Date, be amended by written agreement of the Parties hereto without, subject to applicable law, further notice to or authorization on the part of Xxxxxxx Shareholders or Bayswater Shareholders. Without limiting the generality of the foregoing, any such amendment may:

(a)

change the time for the performance of any of the obligations or acts of the Parties hereto;

(b)

waive any inaccuracies or modify any representation and warranty contained herein or in any document to be delivered pursuant hereto; or

(c)

waive compliance with or modify any of the covenants or conditions herein contained or waive or modify the performance of any of the obligations of the Parties hereto.

NOTICES

9.1

Notice in Writing

Any notice, consent, waiver, direction or other communication required or permitted to be given under this Agreement by a Party to the other Party shall be in writing and may be given by delivering same or sending same by facsimile transmission or by hand delivery addressed to the Party to whom the notice is to be given at its address for service herein. Any notice, consent, waiver, direction or other communication aforesaid shall, if delivered, be deemed to have been given and received on the date on which it was delivered to the address provided herein (if a Business Day and, if not, the next succeeding Business Day) and if sent by facsimile transmission shall be deemed to have been given and received at the time of receipt (if a Business Day and, if not, the next succeeding Business Day) unless actually received after 5:00 p.m. at the point of delivery in which case it shall be deemed to have been given and received on the next Business Day.

9.2

Addresses for Service

The address for service of each of the Parties hereto shall be as follows:

(a)

if to Xxxxxxx:

Xxxxxxx Minerals Ltd.
Suite 2100 - 0000 Xxxx Xxxxxxxx Xx.
Xxxxxxxxx, XX
Xxxxxx X0X 0X0
Fax: (000) 000.0000

Attention: Xxxxxx Xxxxxxxxxx, President

with a copy to:

Maitland & Company
Xxxxx 000, 000 Xxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Fax: (000) 000.0000

Attention: Xxx Xxxxx

(b)

if to Bayswater:

Bayswater Uranium Corporation
Xxxxx 000-000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Fax: (000) 000.0000

Attention: Xxxxxx Xxxxx, President

with a copy to

Xxxxxxxxx Xxxxxxx
2080, 000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Fax: (000) 000-0000

Attention: S. Xxxx Xxxxxxx

10.

GENERAL

10.1

Costs and Expenses

Subject to Article 6 or in the event of the termination of this Agreement pursuant to Article 7, Bayswater shall be responsible for expenses incurred in connection with the preparation of this Agreement and the consummation of the transactions contemplated hereby. In the event that this Agreement is terminated and the transaction contemplated thereby is not completed, each of the Parties shall be responsible for their own expenses.

10.2

Entire Agreement

This Agreement constitutes the entire understanding, contract and agreement between the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether written or oral, between the Parties or their representatives, including without limitation the letter agreement dated March 15, 2007 between the Parties. There are no conditions, covenants, agreements, representations, warranties or other provisions, express or implied, collateral, statutory or otherwise, relating to the subject matter hereof except as herein provided, and except implied covenants of good faith and fair dealing.

10.3

Time of the Essence

Time shall be of the essence of this Agreement. Dates shall be determined in accordance with the Interpretation Act (British Columbia).

10.4

Waivers of this Agreement

No waiver, express or implied, of any provision of this Agreement shall be binding on either Party unless consented to in writing by such Party and then only in the specific instance and for the specific purpose given. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver, unless otherwise expressly provided.

10.5

Applicable Law

This Agreement shall be construed, interpreted and enforced in accordance with, and the respective obligations of the Parties shall be governed by, the laws of the Province of British Columbia and each Party hereby irrevocably and unconditionally submits to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any disputes arising hereunder.

10.6

Enforceability

In the event any one or more of the provisions of this Agreement is invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unaffected.

10.7

Enurement and Assignment

This Agreement shall enure to the benefit of and be binding upon the Parties hereto and their respective successors and permitted assigns. This Agreement may not he assigned by either Party hereto without the prior written consent of the other Party.

10.8

Execution in Counterparts

This Agreement may be executed in counterparts and by facsimile counterparts, each of which, once executed, shall constitute an original and all of which taken together shall constitute one and the same instrument.

10.9

Publicity

All publicity respecting this Agreement shall be made jointly by Xxxxxxx and Bayswater and not unilaterally except to the extent required in order for a Party to comply with applicable laws and the requirements of the TSX Venture Exchange. Neither Party shall have the unilateral right to publicize this Agreement or the Plan of Arrangement except to distribute information that has already been made public in accordance with this Section. Any distribution of information not previously disclosed respecting this Agreement shall only be made following consultation with the other Party.

In witness whereof, authorized representatives of each of the Parties have each signed this Agreement as of the date and year first above written.


XXXXXXX MINERALS LTD.	BAYSWATER URANIUM COPORATION
By: ____________________________	By: ____________________________
Xxxxxx Xxxxxxxxxx President	Xxxxxx Xxxxx President

SCHEDULE A

PLAN OF ARRANGEMENT

INTERPRETATION

1.1

Defined Terms

For the purpose of this Plan of Arrangement, unless the context otherwise requires, the following terms shall have the respective meanings set out below and grammatical variations of such terms shall have corresponding meanings:

(a)

"Agreement" means the Arrangement Agreement, dated as of June 6, 2007 between Xxxxxxx and Bayswater, and all amendments thereto;

(b)

"Amalco" means the continuing corporation constituted upon the Amalgamation becoming effective;

(c)

"Amalco Shares" means common shares without par value in the capital of Amalco;

(d)

"Amalgamating Corporations" means Newco and Bayswater;

(e)

"Amalgamation" means the amalgamation of the Amalgamating Corporations pursuant to the Plan of Arrangement;

(f)

"Arrangement" means the Arrangement to be completed under Part 9, Division 5 of the BCBCA, involving Xxxxxxx and Bayswater, as described in this Plan of Arrangement;

(g)

"Bayswater" means Bayswater Uranium Corporation, a company existing under the laws of the Province of British Columbia;

(h)

"Bayswater Options" means outstanding stock options (as of May 10, 2007) to purchase an aggregate of up to 8,959,320 Bayswater Shares granted pursuant to the 10% rolling stock option plan maintained by Bayswater having exercise prices ranging from $0.25 to $1.65 and expiring on dates ranging from March 20, 2008 to March 22, 2012;

(i)

"Bayswater Securityholders" means the Bayswater Shareholders and the holders of the Bayswater Options and Bayswater Warrants;

(j)

"Bayswater Shareholders" means holders of Bayswater Shares;

(k)

"Bayswater Shares" means the common shares without par value in the capital of Bayswater as the same are constituted on the date hereof;

(l)

"Bayswater Warrants" means the 24,836,694 outstanding share purchase warrants of Bayswater (as of May 10, 2007) issued pursuant to the terms of warrant certificates, having exercise prices ranging from $0.60 to $1.85 per Bayswater Share and expiring on dates ranging from September 27, 2007 to November 1, 2008;

(m)

"BCBCA" means the Business Corporations Act (British Columbia), as enacted or as the same has been or may from time to time be amended or re-enacted;

(n)

(o)

"Canadian Approvals" means the requisite approvals of: (i) the Xxxxxxx Shareholders; (ii) the Bayswater Shareholders; (iii) the Court; (iv) the TSX Venture Exchange and (v) if required, securities regulatory authorities in Canada;

(p)

"Certificate of Amalgamation" means the certificate giving effect to the Amalgamation issued under the BCBCA;

(q)

"Court" means the Supreme Court of British Columbia;

(r)

"Depository" means Pacific Corporate Trust Company;

(s)

"Dissent Procedures" means the manner in which registered holders of Xxxxxxx Shares and Bayswater Shares may exercise their Dissent Rights in connection with the Arrangement pursuant to and in the manner set forth in Section 4 hereof;

(t)

"Dissent Rights" has the meaning ascribed to it in Section 4.1(a) hereof;

(u)

"Dissenting Shareholder" means a registered holder of Xxxxxxx Shares or Bayswater Shares who has properly exercised its Dissent Rights in strict compliance with the Dissent Procedures and has not withdrawn or been deemed to have withdrawn such Dissent Rights.

(v)

"Effective Date" means the effective date set forth in the Certificate of Amalgamation, and shall be the fifth Business Day after the Recommendations and Canadian Approvals have all been obtained and, if so required by Xxxxxxx or Bayswater, after any other required approvals have been obtained, or such other date as may be mutually agreed upon by Xxxxxxx and Bayswater;

(w)

"Effective Time" means the effective time of the Amalgamation appearing on the Certificate of Amalgamation;

(x)

(y)

"Interim Order" means the interim order of the Court providing for, among other things, the calling and holder of the Special Meetings, as the same may be amended;

(z)

"Xxxxxxx" means Xxxxxxx Minerals Ltd., a company existing under the laws of the Province of British Columbia;

(aa)

"Xxxxxxx Options" means options to acquire Xxxxxxx Shares;

(bb)

"Xxxxxxx Shareholders" means holders of Xxxxxxx Shares;

(cc)

(dd)

"Xxxxxxx Warrants" means warrants to purchase Xxxxxxx Shares;

(ee)

"Newco" means the British Columbia company to be incorporated by Xxxxxxx as a wholly owned subsidiary of Xxxxxxx;

(ff)

"Newco Shares" means the common shares without par value in the capital of Newco;

(gg)

(hh)

"Plan of Arrangement" means the arrangement proposed to be effected under the BCBCA upon the terms set out in herein and as contemplated in the Agreement;

(ii)

"Recommendations" means the affirmative recommendation with respect to the Plan of Arrangement of each of the Board of Directors of Xxxxxxx and Bayswater;

(jj)

“Share Split” means the split of the Xxxxxxx Shares on a 1.25 new shares for 1 old share basis;

(kk)

(ll)

"Transmittal Letter" means the form(s) of letter of transmittal, for use by Xxxxxxx Shareholders and Bayswater Shareholders providing for delivery to the Depository of certificates representing the Xxxxxxx Shares or Bayswater Shares, in the form agreed to between the Amalgamating Corporations and the Depository.

1.2

Sections and Headings

The division of this Plan of Arrangement into Articles, Sections and other divisions and the insertion of headings are for convenience of reference only and shall not affect the interpretation of this Plan of Arrangement.

1.3

Number, Gender and Persons

In this Plan of Arrangement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall refer to Persons as defined in this Plan of Arrangement.

1.4

Severability

If any provision of this Plan of Arrangement is determined by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such determination shall not impair or affect the validity, legality or enforceability of the remaining provisions hereof, and each provision is hereby declared to be separate, severable and distinct.

ARRANGEMENT

2.1

Plan of Arrangement

Subject to the provisions of Article 4, commencing at the Effective Time except for the Share Split which shall be deemed to occur immediately prior to the Effective Time, each of the events set out below shall occur and shall be deemed to occur in the following order without any further act or formality:

(a)

Share Split: All of the issued and outstanding Xxxxxxx Shares shall be split on a 1.25 new share for one old shares basis, the name of Xxxxxxx shall be changed to “Bayswater Uranium Corporation”, or such other name as approved by the directors of each of Xxxxxxx and Bayswater and the Registrar of Companies for British Columbia, and the Notice of Articles of Xxxxxxx shall be altered accordingly. Each Xxxxxxx Option and each Xxxxxxx Warrant will be deemed to have been adjusted such that the number of Xxxxxxx Shares remaining issuable at the effective time of the Share Split upon exercise of the Xxxxxxx Option or Xxxxxxx Warrant (as the case may be) shall be multiplied by 1.25 and the exercise price therefor divided by 1.25.

(b)

Amalgamation - The Amalgamating Corporations shall amalgamate as one corporation, and, upon the Amalgamation becoming effective:

(i)

Amalco. The following items shall occur relating to the creation of Amalco:

(A)

The name of Amalco shall be “Bayswater Holdings Inc.”;

(B)

The Certificate of Amalgamation is deemed to be the Certificate of Incorporation of Amalco;

(C)

The articles of Newco shall be deemed to be the articles of Amalco;

(D)

The registered office of Amalco shall be located at 0000-000 Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0;

(E)

The initial directors of Amalco shall be comprised of two persons, being Xxxxxx X. Xxxxx and Xxxxxx Xxxxxx;

(F)

Each of the issued and outstanding Newco Shares shall be deemed to be Amalco Shares.

(ii)

Bayswater Shares. Each issued and outstanding Bayswater Share, other than those held by Dissenting Shareholders, will be exchanged for Xxxxxxx Shares on the basis of one Xxxxxxx Share (on a post Share Split basis) for each one Bayswater Share.

(iii)

Bayswater Options. Each outstanding Bayswater Option shall be exchanged for one Xxxxxxx Option (on a post Share Split basis) and the Bayswater Option shall thereafter be cancelled and cease to be outstanding, with each such Xxxxxxx Option being exercisable for that number of Xxxxxxx Shares (on a post Share Split basis) that is equal to the number of Bayswater Shares that would otherwise have been issuable upon the exercise of the Bayswater Option, with the exercise price of such Xxxxxxx Option being equal to the exercise price of the applicable Bayswater Option. Save and except as agreed to by Xxxxxxx and the holders of Bayswater Options, the term to expiry, conditions to and manner of exercising, vesting schedule, the status under applicable laws, and all other terms and conditions of the Xxxxxxx Options issued pursuant to this Section 2.1(c) will otherwise be unchanged from those contained in or otherwise applicable to the related Bayswater Options.

(iv)

Bayswater Warrants. Each outstanding Bayswater Warrant shall be exchanged for one Xxxxxxx Warrant (on a post Share Split basis) and the Bayswater Warrant shall thereafter be cancelled and cease to be outstanding, with each such Xxxxxxx Warrant being exercisable for that number of Xxxxxxx Shares (on a post Share Split basis) that is equal to the number of Bayswater Shares that would otherwise have been issuable upon the exercise of the Bayswater Warrant, with the exercise price of such Xxxxxxx Warrant being equal to the exercise price of the applicable Bayswater Warrant. Save and except as agreed to by Xxxxxxx and the holders of Bayswater Warrants, the term to expiry, conditions to and manner of exercising, the status under applicable laws, and all other terms and conditions of the Xxxxxxx Warrants issued pursuant to this Section 2.1(d) will be otherwise unchanged from those contained in or otherwise applicable to the related Bayswater Warrants.

(v)

Bayswater Shares Held by Xxxxxxx. Notwithstanding any other provision of this Plan of Arrangement, any Bayswater Shares held by or on behalf of Xxxxxxx will not be exchanged for Xxxxxxx Shares and will be cancelled at the Effective Time without any repayment of capital in respect thereof;

(vi)

Subsidiary. Amalco shall become a wholly owned subsidiary of Xxxxxxx;

(c)

All of the current directors of Xxxxxxx shall resign in favour of the following nominees of Bayswater:


Name	Address
Xxxxxx Xxxxxxxx	0000-0000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, X.X., X0X 0X0
Xxxxxx Xxxxx	#0 Xxxxxxx Xxxxxxx XX Xxxxxxx, XX, X0X 0X0
Xxxxxx Xxxxxx	000 Xxxxxxx Xxxxxx, Xxxxx 000 Xxxxxxxxx, X.X., X0X 0X0
Xxx Xxxxxxxxx	000-000 Xxxx Xxxxxx Xxxxxxxxx, X.X., X0X 0X0

(d)

All of the current officers of Xxxxxxx shall resign in favour of the following nominees of Bayswater:


Name	Office
Xxxxxx Xxxxxxxx	Chairman
Xxxxxx Xxxxx	President and Chief Executive Officer
Xxxxxx Xxxxxx	Chief Operating Officer and Executive Vice President
Xxxx Xxxxxx	Chief Financial Officer
Xxxxxx XxXxxxx	Corporate Secretary
Xxxxxx Xxxxxxxx	VP Exploration

(e)

Xxxxxxx shall change its registered and records office to Suite 0000-000 Xxxxxx Xxxxxx, Xxxxxxxxx, X.X., X0X 0X0.; and

(f)

Xxxxxxx shall create an advisory board the initial members of which shall be Xxxxxx Xxxxxxxxxx, Xxxxxxxxx Xxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxxx Xxxxxxxx and Xxxxx X. Xxxxxxxxx. The purpose of the advisory board will be to provide advice and assistance to the board of directors of Xxxxxxx, as and when requested, with respect to legal, corporate, exploration and mining matters.

2.2

Cancellation of Unissued Shares

The unissued shares of each of the Amalgamating Corporations shall be cancelled and shall not be exchanged for shares of Amalco.

2.3

No Fractional Shares

No fractional Xxxxxxx Shares, Xxxxxxx Options or Xxxxxxx Warrants will be issued under the Arrangement. If any fractional Xxxxxxx Share, Xxxxxxx Option or Xxxxxxx Warrant would be issuable to a Xxxxxxx Securityholder or a Bayswater Securityholder under Section 2.1, such Securityholder shall receive that number of Xxxxxxx Shares, Xxxxxxx Options or Xxxxxxx Warrants, as the case may be, as the Securityholder is entitled to receive pursuant to Section 2.1:

(a)

rounded up to the nearest whole Xxxxxxx Share, Xxxxxxx Option or Xxxxxxx Warrant, as the case may be, in the event of fractional shares greater than 0.5; and

(b)

rounded down to the nearest whole Xxxxxxx Share, Xxxxxxx Option or Xxxxxxx Warrant, as the case may be, in the event of fractional shares of 0.5 and less.

2.4

Rights and Obligations of Amalco

Upon the Amalgamation taking effect and thereafter, Amalco shall be seized of and shall hold and possess all the properties, rights and interests of, and shall be subject to all the debts, liabilities and obligations of, each of the Amalgamating Corporations without any further deeds, transfers or conveyances, as fully and effectually and to all intents and purposes as the same are held or borne by each of the Amalgamating Corporations, respectively, immediately prior to the Amalgamation, and the directors of Amalco shall have full power to carry the Amalgamation into effect and to perform such acts as are necessary or proper for such purposes. The provisions of this paragraph shall not be deemed to exclude any of the effects, rights or privileges that at law may be incidental to or result from the Amalgamation, whether or not herein specifically mentioned.

2.5

Continuing Obligations

All obligations of each of the Amalgamating Corporations immediately prior to the Amalgamation shall attach to Amalco and Amalco shall continue to be liable for them.

CERTIFICATES

3.1

Bayswater Certificates

After the Effective Date, certificates formerly representing Bayswater Shares which are held by a Bayswater Shareholder will, except for shares held by Dissenting Shareholders, represent only the right to receive certificates representing Xxxxxxx Shares, all in accordance with the terms of the Arrangement.

3.2

Distributions With Respect to Unsurrendered Certificates

No dividends or other distributions declared or made after the Effective Date with respect to the Bayswater Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for Bayswater Shares which, immediately prior to the Effective Date, represented outstanding Bayswater Shares and will not be payable until the surrender of certificates for Bayswater Shares for exchange for Xxxxxxx Shares in accordance with the terms of this Plan of Arrangement.

3.3

Exchange of Share Certificates

At or prior to the Effective Time, Xxxxxxx shall deposit with the Depository, for the benefit of the Bayswater Shareholders, sufficient certificates representing Xxxxxxx Shares to give effect to this Plan of Arrangement. A Bayswater Shareholder at the Effective Time shall be entitled to receive the certificates representing the Xxxxxxx Shares to which such holder is entitled pursuant to the provisions hereof as soon as practical after the Effective Date upon delivery to the Depository of a duly completed Transmittal Letter and surrender of the certificates formerly representing the Bayswater Shares, together with such other documents and instruments as would have been required to effect the transfer of the Bayswater Shares formerly represented by such certificates under the BCBCA and the articles of Bayswater and such additional documents and instruments as the Depository, Bayswater or Xxxxxxx may reasonably require. The Depository shall register and make available or send by regular mail (postage prepaid) certificates representing Xxxxxxx Shares as directed in each properly completed Transmittal Letter.

3.4

Extinction of Rights

Any certificate which immediately prior to the Effective Date represented outstanding Bayswater Shares and which has not been surrendered, with all other instruments required by this Section 3, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Bayswater, Xxxxxxx, Amalco or the Depository.

3.5

Lost Certificates

In the event any certificate, which immediately before the Effective Time represented one or more Bayswater Shares that were exchanged pursuant to Section 2.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depository will issue in exchange for such lost, stolen or destroyed certificate, one or more certificates representing one or more Xxxxxxx Shares, deliverable in accordance with such holder’s Transmittal Letter. When authorizing such issuances in exchange for any lost, stolen or destroyed certificate, the Person to whom certificates representing Xxxxxxx Shares are to be issued or delivered will, as a condition precedent to the issuance thereof, give a bond satisfactory to Xxxxxxx and its transfer agent in such sum as Xxxxxxx may direct and otherwise indemnify Xxxxxxx in a manner satisfactory to it, against any claim that may be made against it or Bayswater or Xxxxxxx or any of them with respect to the certificate alleged to have been lost, stolen or destroyed.

3.6

Option / Warrant Certificates

After the Effective Date, certificates formerly representing Bayswater Options and Bayswater Warrants, shall be deemed to represent Xxxxxxx Options or Xxxxxxx Warrants, as the case may be, on the same terms as the then existing Bayswater Options and Bayswater Warrants.

RIGHTS OF DISSENT

4.1

Dissent Rights

(a)

Registered holders of Xxxxxxx Shares or Bayswater Shares are entitled to exercise rights of dissent in connection with the Arrangement with respect to their Xxxxxxx Shares or Bayswater Shares, as the case may be, pursuant to and in the manner set forth in Part 8, Division 2 of the BCBCA as modified by the Interim Order, the Final Order and this Section 4.1 (the "Dissent Rights"); provided that, notwithstanding subsection 242(2) of the BCBCA, the written objection to the resolution approving the Arrangement contemplated by subsection 242(2) of the BCBCA must be received by Xxxxxxx or Bayswater, as the case may be, not later than 4:30 p.m. (Vancouver time) on the date which is two Business Days immediately preceding the date of the Special Meetings or by 4:30 p.m. (Vancouver time) on the Business Day prior to the date on which any adjournment of the Special Meetings is held.

(b)

Xxxxxxx Shares or Bayswater Shares held by Dissenting Shareholders who are ultimately entitled to be paid fair value for their Xxxxxxx Shares or Bayswater Shares, as the case may be, will be and will be deemed to be cancelled and the former holders of such Xxxxxxx Shares or Bayswater Shares shall cease to have any rights as former holder of Xxxxxxx Shares or Bayswater Shares other than their right to be paid fair value for their Xxxxxxx Shares or Bayswater Shares, as the case may be.

(c)

Xxxxxxx Shareholders or Bayswater Shareholders who exercise, or purport to exercise, Dissent Rights, and who are ultimately determined not to be entitled, for any reason, to be paid fair value for their Xxxxxxx Shares or Bayswater Shares, as the case may be, shall be deemed to have participated in the Arrangement on the same basis as any non-Dissenting Shareholders as at and from the Effective Time and shall receive, and be entitled to receive, only the consideration for each Xxxxxxx Share or Bayswater Share, as the case may be, on the basis set forth in Section 2.1.

4.2

Registered Holders

In no circumstances shall Xxxxxxx, Bayswater, Amalco or any other Person be required to recognize a Person exercising Dissent Rights unless such person is a registered holder of the Xxxxxxx Shares or Bayswater Shares in respect of which such Dissent Rights are sought to be exercised.

4.3

Recognition of Dissenting Shareholders

Neither Xxxxxxx, Bayswater, Amalco nor any other Person shall be required to recognize a Dissenting Shareholder as a registered or beneficial owner of Xxxxxxx Shares or Bayswater Shares, as the case may be, at or after the Effective Time, and at the Effective Time the names of such Dissenting Shareholders shall be deleted from the register of holders of Xxxxxxx Shares or Bayswater Shares, as the case may be, maintained by or on behalf of Xxxxxxx and Bayswater.

4.4

Dissent Right Availability

A registered holder is not entitled to exercise Dissent Rights with respect to Xxxxxxx Shares or Bayswater Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the resolution approving the Arrangement.

AMENDMENTS

5.1

Amendments

(a)

Bayswater and Xxxxxxx reserve the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Date, provided that any such amendment, modification or supplement must be contained in a written document that is filed with the Court.

(b)

Save and except as may be otherwise provided in the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by either of Bayswater or Xxxxxxx at any time prior to the date of the Special Meetings with or without any other prior notice or communication to the Xxxxxxx Shareholders and the Bayswater Shareholders, and if so proposed and accepted by Xxxxxxx Shareholders and Bayswater Shareholders voting at the Special Meetings, will become part of this Plan of Arrangement for all purposes. Subject to Section 5.1(c), if such amendment, modification or supplement is made following the Special Meetings, it shall be approved by the Court and, if required by the Court, communicated to the Xxxxxxx Shareholders and the Bayswater Shareholders, and will become part of the Arrangement upon completion of all the conditions required in the Court approval.

(c)

Any amendment, modification or supplement to this Plan of Arrangement may be made by Bayswater and Xxxxxxx without approval of the Xxxxxxx Shareholders and the Bayswater Shareholders provided that it concerns a matter which, in the reasonable opinion of the Amalgamating Corporations, is of an administrative or ministerial nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the Xxxxxxx Shareholders or the Bayswater Shareholders.

TERMINATION

6.1

Termination

This Plan of Arrangement will automatically terminate and be of no further force and effect upon the termination of the Agreement in accordance with its terms.

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ARRANGEMENT AGREEMENT

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