BUSINESS COMBINATION AGREEMENT AMONG: BRIDGEPORT VENTURES INC. - and – PREMIER GOLD MINES LIMITED - and - PREMIER ROYALTY CORPORATION Dated August 7, 2012Business Combination Agreement • December 3rd, 2012 • Bridgeport Ventures Inc. • Gold and silver ores • Ontario
WHEREAS the Parties have agreed, subject to the satisfaction of certain conditions precedent, to carry out the Business Combination pursuant to an Arrangement under Section 182 of the Business Corporations Act (Ontario);
AMENDMENT No. 1 TO BUSINESS COMBINATION AGREEMENTBusiness Combination Agreement • December 3rd, 2012 • Bridgeport Ventures Inc. • Gold and silver ores • Ontario
WHEREAS the Parties have entered into a business combination agreement (the “Agreement”) dated August 7, 2012 whereby the parties will carry out the Business Combination pursuant to an Arrangement under Section 182 of the Business Corporations Act (Ontario) (the “OBCA”); AND WHEREAS the Parties wish to make certain amendments to the Agreement (including the Plan of Arrangement attached thereto as Schedule B); NOW, THEREFORE, in consideration of the mutual benefits to be derived and the representations and warranties, conditions and promises herein contained and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged) and intending to be legally bound hereby, the Parties agree as follows:
