PRINCIPALES CRITERIOS CONTABLES UTILIZADOS a. Bases de preparación

The implementation of the Plan shall be conditional upon the fulfilment, satisfaction or waiver (in accordance with Section 6.3) by the Aurcana Companies and/or the Lender of the following conditions precedent:

(a) the Arrangement Agreement shall have been entered into and become effective, and shall not have been terminated in accordance with its terms;

(b) the Lender shall have voted to approve the Arrangement consistent with its obligations under the Support Agreement;

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(c) the Plan shall have been approved by the Court in a form consistent with the Support Agreement or otherwise acceptable to Aurcana and the Lender, each acting reasonably;

(d) the Implementation Date shall have occurred no later than the Outside Date;

(e) the Aurcana Companies shall have taken all necessary or desirable corporate actions and proceedings in connection with this Plan;

(f) no Applicable Law shall have been passed and become effective, the effect of which makes the consummation of this Plan illegal or otherwise prohibited;

(g) all required stakeholder, regulatory and Court approvals, consents, waivers and filings shall have been obtained or made, as applicable, on terms satisfactory to the Aurcana Companies and the Lender, each acting reasonably;

(h) all documents necessary to give effect to all material provisions of the Plan shall have been executed and/or delivered by all relevant Persons in form and substance satisfactory to Aurcana and the Lenders;

(i) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no application shall have been made to any Governmental Entity, and no action or investigation shall have been announced, threatened or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or inhibit), the Transaction or any part thereof or requires or purports to require a variation of the Transaction;

(j) the Support Agreement shall not have been terminated in accordance with its terms;

(k) the Aurcana Companies and the Lender shall each have complied with their obligations under the Support Agreement;

(l) all conditions set out in the Support Agreement, including the Term Sheet, shall have been satisfied or waived by the applicable parties pursuant to the terms of the Support Agreement or Term Sheet, as applicable;

(m) Newco shall have entered into a joinder agreement to the Support Agreement;

(n) Newco shall have assumed from the Remaining Aurcana Entities the contractual obligations and the contractual rights of the Remaining Aurcana Entities relating to, arising from, or in connection with La Negra that will be set out on a schedule to be agreed among Aurcana and Newco, and to the extent that any contract counterparty’s consent for any such assumption and assignment is required, such consent shall have been obtained, including to the extent that any such consent is required to avoid triggering any change of control provision;

(o) all matters set out in the Term Sheet under the headings Definitive Documents and Other Approvals and Conditions shall have been completed;

(p) there shall have been no Material Adverse Change;

(q) all Intercompany Claims shall either be transferred as may be directed by the Lender in writing in advance of the Implementation Date, or shall be deemed satisfied in full, in either case as agreed by the Lender and Aurcana, each acting reasonably;

(r) Newco shall have purchased the Equipment on an “as is, where is” basis as it shall exist on the Implementation Date, for the Purchase Price (excluding the $1,000,000 portion of the Purchase

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Price to be paid on April 30, 2016) that shall have been paid in accordance with the Term Sheet to Aurcana ArrangeCo or Aurcana as Aurcana Arrangeco may direct;

(s) the Newco Consulting Agreements shall have been agreed to and entered into;

(t) Aurcana shall obtain, if not already obtained, and maintain in good standing directors’ and officers’ insurance coverage for the Newco Consultants (or any replacements provided by Newco pursuant to the terms and conditions agreed to by Newco and Aurcana) in respect of their respective capacities for Aurcana, and will enter into, if not already entered into, and maintain indemnification agreements with the Newco Consultants, in a form satisfactory to Aurcana and the Lender, acting reasonably, in respect of their respective capacities for Aurcana;

(u) the Articles of Arrangement shall have been filed pursuant to Section 192 of the CBCA in form and substances satisfactory to the Lender, acting reasonably; and

(v) the Director shall have issued the Certificate. 6.3 Waiver of Conditions.

Aurcana and the Lender may at any time and from time to time waive the fulfillment or satisfaction, in whole or in part, of the conditions set out herein, to the extent and on such terms as such parties may agree to in writing.

6.4 Implementation Provisions.

If the conditions contained in Section 6.2 are not satisfied or waived in accordance with Section 6.3 by the Outside Date, unless the Aurcana Companies and the Lender agree in writing to extend such period, this Plan and the Final Order shall cease to have any further force or effect and will not be binding on any Person.

ARTICLE 7 GENERAL 7.1 Binding Effect.

At the Effective Time:

(a) the Plan will become effective;

(b) the treatment of (i) the Aurcana Companies, (ii) the Lender and (iii) Newco shall be final and binding for all purposes and shall enure to the benefit of the Aurcana Companies, the Lender and Newco, all Aurcana Released Parties, past and present directors or officers of the Aurcana Companies, the Lender Released Parties and all other Persons and parties named or referred to herein, affected hereby or subject to this Plan and their respective heirs, executors, administrators, legal representatives, successors and assigns;

(c) all rights of the Aurcana Companies in and to the Mexican Subsidiary Shares shall have been fully, finally and absolutely settled, and the Aurcana Companies shall have been absolutely released and discharged of and from all Obligations arising under the Credit Agreement;

(d) the Lender shall be deemed to have consented and agreed to all of the provisions of this Plan in its entirety;

(e) the Lender shall be deemed to have executed and delivered to the Aurcana Companies all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety; and

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(f) all consents, releases, assignments and waivers, statutory or otherwise, required to implement and carry out this Plan in its entirety shall be deemed to have been executed and delivered to the Aurcana Companies.