Importaciones

An arrangement under the CBCA requires court approval. See “The Arrangement — Procedure for the Arrangement Becoming Effective — Court Approval”.

Assuming that the Final Order is granted, and that the other conditions set forth in the Arrangement Agreement are satisfied or waived by the Party or Parties for whose benefit they exist, the Articles of Arrangement will then be sent to the Director to give effect to the Arrangement and all other arrangements and documents necessary to complete the Arrangement will be delivered as soon as reasonably practicable thereafter. Subject to receipt of the Final Order in form and substance satisfactory to Caracal and the Purchaser Parties, and satisfaction or waiver of all other conditions set forth in the Arrangement Agreement, including the receipt of the Regulatory Approvals, Caracal expects the Effective Date to occur in the second quarter of 2014.

MI 61-101

MI 61-101 is intended to regulate certain transactions to ensure equality of treatment among securityholders, generally requiring enhanced disclosure, approval by a majority of securityholders excluding interested or related parties, independent valuations and, in certain instances, approval and oversight of the transaction by a special committee of independent directors. The protections of MI 61-101 apply to, among other transactions, “business combinations” (as defined in MI 61-101) pursuant to which the interests of holders of equity securities are terminated without their consent. MI 61-101 provides that, in certain circumstances, where a related party of an issuer is entitled to receive a “collateral benefit” (as defined in MI 61-101) in connection with a transaction (such as the Arrangement), such transaction may be considered a business combination for the purposes of MI 61-101 and subject to minority approval requirements.

Under MI 61-101, benefits received by a related party are not considered to be collateral benefits if they are received solely in connection with the related party’s services as a director, officer, employee or consultant of the issuer if: (a) the benefit is not conferred for the purpose, in whole or in part, of increasing the value of the consideration paid to the related party for securities relinquished under the transaction; (b) the conferring of the benefit is not, by its terms, conditional on the related party supporting the transaction in any manner; (c) full particulars of the benefit are disclosed in the disclosure document for the transaction and (d) either (i) the related party and his or her associated entities beneficially own, or exercise control or direction over, less than 1% of the outstanding securities of each class of equity securities of the issuer, or (ii) the related party discloses to an independent committee of the issuer the amount of consideration that he or she expects to be beneficially entitled to receive, under the terms of the transaction, in exchange for the equity securities he or she beneficially owns and the independent committee, acting in good faith determines that the value of the benefit, net of any offsetting costs to the related party, is less than 5% of the value of the consideration the related party will receive pursuant to the terms of the transaction for the equity securities he or she beneficially owns, and the independent committee’s determination is disclosed in the disclosure document for the transaction.

As disclosed in this Circular, in connection with the Arrangement, certain directors of Caracal and the Caracal Executives will receive compensation in the form of Termination Payments and cash payments for outstanding Caracal Options, Caracal Warrants and Caracal Awards. See “The Arrangement — Interests of Directors and Caracal Executives in the Arrangement” for detailed information regarding the benefits and other payments to be received by the directors of Caracal and the Caracal Executives in connection with the Arrangement.

Mr. Gary Guidry, Mr. Trevor Peters and Mr. Dean Tucker each beneficially owns or exercises control or direction over, more than 1% of the outstanding Common Shares based on there being 146,733,856 Common Shares

outstanding as of the date of this Circular. The value of the Termination Payment to be received in connection with the Arrangement by each of these officers will be greater than 5% of the value of the consideration each of the officers will receive pursuant to the terms of the Arrangement for the Common Shares each officer beneficially owns or exercises control or direction over, and therefore may be considered “collateral benefits” under MI 61-101. As a result, the votes attaching to Common Shares owned, or over which control or direction is exercised by, Messrs. Guidry, Peters and Tucker will be excluded in determining whether minority approval of the Arrangement Resolution has been obtained. The remaining Caracal Executives own or exercise control or direction over less than 1% of the Common Shares and so the severance that they will receive in connection with the Arrangement will not be considered a “collateral benefit” under MI 61-101.

The table below set out the interest of the foregoing officers in the Arrangement.

Name and Principal Position Common Shares Held(1)(2)

Termination Payment ($)

Gary Guidry

President and Chief Executive Officer ...

1,674,173 $1,119,116 Trevor Peters

Chief Financial Officer...

770,000 $808,250 Dean Tucker

Chief Operating Officer ...

750,000 $808,250

Notes:

(1) Each Shareholder will receive the Consideration in connection with the Arrangement. (2) Includes Common Shares owned or over which control or direction is exercised.

No formal valuation is required in respect of the Arrangement under MI 61-101, as no “interested party” (as defined in MI 61-101), whether alone or with joint actors, would, as a consequence of the Arrangement, directly or indirectly, acquire Caracal and no interested party is a party to any connected transaction of the Arrangement for which Caracal is required to obtain a formal valuation.

Regulatory Approvals

The following is a summary of the Regulatory Approvals required to complete the Arrangement. Investment Canada Act Approval

Subject to limited exemptions, the direct acquisition of control of a Canadian business by a non-Canadian that exceeds a financial threshold prescribed under Part IV of the Investment Canada Act (a “Reviewable Transaction”) is subject to review. In the case of a Reviewable Transaction, a non-Canadian investor must submit an application to the Director of Investments under the Investment Canada Act (an “Application for Review”) seeking approval of the Reviewable Transaction and cannot complete the transaction until the transaction has been reviewed by the Minister responsible for the Investment Canada Act (the “Minister of Industry”) and the Minister of Industry is satisfied or is deemed to be satisfied that the transaction is likely to be of net benefit to Canada (the “net benefit ruling”). The submission of the Application for Review triggers an initial review period of up to 45 days. If the Minister of Industry has not completed the review by that date, the Minister of Industry may unilaterally extend the review period for up to a further 30 days, with further extensions of the review period possible with the consent of the non-Canadian investor.

In determining whether to issue a net benefit ruling, the Minister of Industry is required to consider, among other things, the Application for Review and any written undertakings offered by the non-Canadian investor to Her Majesty in right of Canada. The prescribed factors that the Minister of Industry must consider when determining whether to issue a net benefit ruling include, among other things, the effect of the investment on economic activity in Canada (including the effect on employment, resource processing, utilization of Canadian products and services

and exports), on participation by Canadians in the acquired business, on productivity, industrial efficiency, technological development, product innovation, product variety and competition in Canada, and the compatibility of the investment with national and provincial industrial, economic and cultural policies, as well as the contribution of the investment to Canada’s ability to compete in world markets.

If, following his review, the Minister of Industry is not satisfied or deemed to be satisfied that the Reviewable Transaction is likely to be of net benefit to Canada, the Minister of Industry is required to send a notice to that effect to the non-Canadian investor, advising the non-Canadian investor of its right to make further representations and submit (additional) undertakings within 30 days from the date of such notice or any further period that may be agreed to by the non-Canadian investor and the Minister of Industry. Within a reasonable period of time after receiving any such additional representations and proposed written undertakings, the Minister of Industry must send a notice to the non-Canadian investor stating either that the Minister of Industry is satisfied that the investment is likely to be of net benefit to Canada, in which case the transaction may be completed, or confirming that the Minister of Industry is not satisfied that the investment is likely to be of net benefit to Canada, in which case the completion of the transaction is prohibited.

Glencore, which is a non-Canadian investor, is acquiring control of Caracal, a Canadian business, under and for the purposes of the Investment Canada Act. Accordingly, as the relevant financial threshold is exceeded, the Arrangement is a Reviewable Transaction. Glencore filed an Application for Review on May 7, 2014 to commence the Minister of Industry’s review of the Arrangement

Competition Act Approval

Part IX of the Competition Act requires that the parties to certain classes of transactions provide prescribed information to the Commissioner of Competition where the applicable thresholds set out in sections 109 and 110 of the Competition Act are exceeded and no exemption applies (“Notifiable Transactions”).

Subject to certain limited exemptions, a Notifiable Transaction cannot be completed until the parties to the transaction have each submitted the information prescribed pursuant to subsection 114(1) of the Competition Act (a “Notification”) to the Commissioner of Competition and the applicable waiting period has expired or been terminated early by the Commissioner of Competition.

The initial statutory waiting period is 30 days after the day on which the parties to the Notifiable Transaction have both submitted their respective Notifications. The parties are entitled to complete their Notifiable Transaction at the end of the 30-day waiting period, unless the Commissioner of Competition notifies the parties, pursuant to subsection 114(2) of the Competition Act, that the Commissioner of Competition requires additional information that is relevant to the Commissioner of Competition’s assessment of the Notifiable Transaction (a “Supplementary Information Request”). In the event that the Commissioner of Competition issues a Supplementary Information Request to each of the parties, a new 30-day waiting period will commence following compliance with such Supplementary Information Request. The Commissioner of Competition’s review of a notifiable transaction for substantive competition law considerations may take longer than the statutory waiting period.

A Notifiable Transaction may be completed before the end of the applicable waiting period if the Commissioner of Competition notifies the parties that he does not, at that time, intend to challenge the transaction by making an application under section 92 of the Competition Act (a “No Action Letter”). In such a case, the Commissioner of Competition will reserve the right to challenge the transaction before the Competition Tribunal at any time within one year of the transaction being completed. Alternatively, or in addition to filing a Notification, the parties to a Notifiable Transaction may apply to the Commissioner of Competition under subsection 102(1) of the Competition Act for an advance ruling certificate (an “ARC”) formally confirming that the Commissioner of Competition is satisfied that he does not have sufficient grounds on which to apply to the Competition Tribunal for an order under section 92 of the Competition Act to prohibit the completion of the transaction. Upon the issuance of an ARC, the parties to a Notifiable Transaction are legally entitled to complete their transaction.

Whether or not a merger is subject to notification under Part IX of the Competition Act, the Commissioner of Competition can apply to the Competition Tribunal for a remedial order under section 92 of the Competition Act at any time before the merger has been completed or, if completed, within one year after it was substantially

completed, provided that, subject to certain exceptions, the Commissioner of Competition did not issue an ARC in respect of the merger. On application by the Commissioner of Competition under section 92 of the Competition Act, the Competition Tribunal may, where it finds that the merger prevents or lessens, or is likely to prevent or lessen, competition substantially, order that the merger not proceed or, if completed, order its dissolution or the disposition of the assets or shares acquired; in addition to, or in lieu thereof, with the consent of the person against whom the order is directed and the Commissioner of Competition, the Competition Tribunal may order a person to take any other action. The Competition Tribunal is prohibited from issuing a remedial order where it finds that the merger or proposed merger has brought or is likely to bring about gains in efficiency that will be greater than, and will not offset, the effects of any prevention or lessening of competition that will result or is likely to result from the merger and that the gains in efficiency would not likely be attained if the order were made.

The Arrangement is a Notifiable Transaction. The Parties intend to submit a request to the Commissioner of Competition for an ARC or, in the alternative, a No Action Letter, shortly after the date of this Circular to commence the Commissioner of Competition’s review of the Arrangement.