Consent Solicitation Statement GRAN COLOMBIA GOLD CORP.

Solicitation of Consents to Amend the Indenture Relating to the Senior Secured Convertible Debentures due 2020 (the “Debentures”)

CUSIP No. 38501DAJ4 ISIN No. CA38501DAJ42

April 5, 2017

The Solicitation (as defined below) will expire, and the deadline for Consents (as defined below) will be, at 5:00 p.m. (Toronto time) on May 11, 2017, unless extended in the sole discretion of the Company (such time and date, as they may be extended, the “Solicitation Expiration Time”). The Consents are being solicited in connection with Proposed Indenture Amendments (both as defined below), as described in greater detail below.

Eligible Holders (as defined below) who desire to extend the maturity of their Debentures pursuant to the Proposed Indenture Amendments, conditional upon such amendments becoming effective, must deliver a Consent and Election Form (as defined below) at or prior to 5:00 p.m. (Toronto time) on May 11, 2017, unless extended in the sole discretion of the Company (such time and date, as they may be extended, the “Election Expiration Time”). Eligible Holders should note that, in providing their Consent, they will not be required to make the Election to extend the maturity of their Debentures as such Election is made separately from the Consent. However, only Eligible Holders who consent to the Proposed Indenture Amendments may elect to extend the maturity of their Debentures pursuant to the Proposed Indenture Amendments.

Gran Colombia Gold Corp. (the “Company” or “we” or “us”), hereby solicits from Eligible Holders (as defined below) (the “Solicitation”) consents (the “Consents”) to certain proposed indenture amendments to the amended and restated indenture between, among others, the Company and TSX Trust Company (a successor to Equity Financial Trust Company) (the “Trustee”) dated as of January 20, 2016, as amended January 1, 2017 (the “Indenture”), pursuant to which the Debentures were issued (the “Proposed Indenture Amendments”), subject to the conditions set forth in this Consent Solicitation Statement (this “Solicitation Statement”) and in the accompanying Consent, Letter of Transmittal and Election Form (the “Consent and Election Form”), all as described below under “Proposed Indenture Amendments”.

Only Eligible Holders are eligible to Consent to the Proposed Indenture Amendments and to make an Election to extend the maturity of their Debentures pursuant to the Proposed Indenture Amendments. As used herein, the term “Eligible Holder” means each person that: (i) is shown on the records of the trustee for the Debentures as a holder of the Debentures; and (ii) if such person is in the United States, it is a “qualified institutional buyer” (a “Qualified Institutional Buyer”) within the meaning of Rule 144A under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”). As at the date hereof, a nominee of CDS Clearing and Depository Services Inc. (“CDS”), holds the majority of the Debentures. BENEFICIAL OR NON-REGISTERED ELIGIBLE HOLDERS (AS DEFINED BELOW) SHOULD PROMPTLY CONTACT THEIR INTERMEDIARIES (AS DEFINED BELOW) AND OBTAIN AND FOLLOW THEIR INTERMEDIARIES’ INSTRUCTIONS WITH RESPECT TO THE APPLICABLE CONSENT AND ELECTION PROCEDURES AND DEADLINES, WHICH MAY BE EARLIER THAN THE DEADLINES THAT ARE SET OUT IN THIS SOLICITATION STATEMENT AND THE CONSENT AND ELECTION FORM. SEE “PROCEDURES FOR DELIVERING CONSENTS AND ELECTIONS” BELOW.

Adoption of the Proposed Indenture Amendments requires the Consents of the holders of greater than 50% of the aggregate outstanding principal amount of Debentures (the “Requisite Consents”). As of the date of this Solicitation Statement, US$101,160,085 aggregate principal amount of Debentures are outstanding. See “Proposed Indenture Amendments” for a description of the Proposed Indenture Amendments.

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The Solicitation Agent for the Solicitation is:

Kingsdale Advisors

The Tabulation Agent for the Solicitation and the Depositary for the Election is:

TSX Trust Company

As soon as practicable following the Solicitation Expiration Time, provided the Requisite Consents have been received and the General Conditions (as defined below) have been satisfied or waived, the Company and the Trustee will execute a supplemental indenture to the Indenture (the “Amending Agreement”) containing the Proposed Indenture Amendments. The Company, in its sole discretion, may waive any of the General Conditions in whole or in part, at any time or from time to time, prior to the effective date of the Amending Agreement. See “Conditions to the Solicitation”. The Amending Agreement will become effective upon execution by the Company, the guarantors under the Indenture and the Trustee. If the Solicitation is terminated or withdrawn for any reason, the Proposed Indenture Amendments will not become effective, and the Indenture shall continue in full force and effect, unamended by the Proposed Indenture Amendments.

If the Requisite Consents are received and accepted and the Company, the Guarantors and the Trustee enter into the Amending Agreement, the Proposed Indenture Amendments will be binding on all holders of the Debentures regardless of whether or not an Eligible Holder delivered a Consent.

Each Eligible Holder will have the right to elect to extend the maturity of his, her or its Debentures, subject to the Amending Agreement becoming effective, (the “Election”) by completing and delivering the Consent and Election Form to TSX Trust. To make an effective election, a properly completed and duly executed Consent and Election Form, together with any certificates representing the Debentures, must be received by TSX Trust from the Eligible Holder at or before the Election Expiration Time. ELIGIBLE HOLDERS SHOULD NOTE THAT, IN PROVIDING THEIR CONSENT, THEY WILL NOT BE REQUIRED TO MAKE THE ELECTION TO EXTEND THE MATURITY OF THEIR DEBENTURES AS SUCH ELECTION IS MADE SEPARATELY FROM THE CONSENT. HOWEVER, ONLY ELIGIBLE HOLDERS WHO CONSENT TO THE PROPOSED INDENTURE AMENDMENTS MAY ELECT TO EXTEND THE MATURITY OF THEIR DEBENTURES PURSUANT TO THE PROPOSED INDENTURE AMENDMENTS.

A Consent delivered by an Eligible Holder may be revoked by such Eligible Holder by written notice delivered to TSX Trust Company (“TSX Trust”) before the Amending Agreement (as defined below) becomes effective. An Election delivered by an Eligible Holder may be revoked by such Eligible Holder by written notice delivered to TSX Trust before the Election Expiration Time. Notwithstanding any extension to the Election Expiration Time, an Election delivered prior to the initial Election Expiration Time may not be revoked after the initial Election Expiration Time. For further details regarding the revocation of Consents and Elections, please see “Procedures for Delivering Consents and Elections – Revocation of Consents and Elections” below.

IMPORTANT INFORMATION

This Solicitation Statement has not been filed with or reviewed by any Canadian provincial or territorial securities commission or similar regulatory authority of any other jurisdiction, nor has any such commission or authority passed upon the accuracy or adequacy of this Solicitation Statement. Any representation to the contrary is unlawful and may be a criminal offense.

NONE OF THE COMPANY, THE SOLICITATION AGENT, NOR TSX TRUST MAKES ANY RECOMMENDATION AS TO WHETHER OR NOT ELIGIBLE HOLDERS SHOULD DELIVER CONSENTS IN RESPONSE TO THE SOLICITATION OR ELECT TO EXTEND THE MATURITY OF THEIR DEBENTURES. EACH ELIGIBLE HOLDER MUST MAKE HIS, HER OR ITS OWN DECISION AS TO WHETHER TO DELIVER A CONSENT OR ELECT TO EXTEND THE MATURITY OF THEIR DEBENTURES AND SHOULD CONSULT HIS, HER OR ITS FINANCIAL ADVISORS IN CONNECTION WITH SUCH DECISION.

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Eligible Holders who wish to Consent and either make or not make an Election must deliver their properly completed and executed Consent and Election Form to TSX Trust at the address set forth on the back cover page of this Solicitation Statement and in the Consent and Election Form in accordance with the instructions set forth herein and therein. Consents and Elections should not be delivered to the Company or the Solicitation Agent. However, the Company reserves the right to accept any Consents and, if applicable, Elections received by the Company or the Solicitation Agent. Under no circumstances should any person deliver certificates representing Debentures to the Company, the Solicitation Agent or TSX Trust, unless such person wishes to make an Election. See “Procedures for Delivering Consents and Elections” below. Beneficial or Non-Registered Eligible Holders should not deliver a Consent and Election Form but instead must follow the Consent and Election procedures of their Intermediary (as defined below). See “Procedures for Delivering Consents and Elections – Consent and Election Procedures for Eligible Holders Whose Debentures Are Not Held in Their Name” below.

Any questions regarding the terms of the Solicitation and requests for assistance relating to the procedure for delivering Consents to the Proposed Indenture Amendments and Elections may be directed to the Solicitation Agent at the address and telephone number on the back cover of this Solicitation Statement. This Solicitation Statement and the Consent and Election Form are being mailed to holders of Debentures as of the close of business on March 14, 2017. Additional copies of this Solicitation Statement and the Consent and Election Form may be obtained on the Company’s profile on the System for Electronic Document Analysis and Retrieval (“SEDAR”), which can be accessed at www.sedar.com. Beneficial or Non-Registered Eligible Holders may also contact their Intermediary for assistance regarding the Solicitation and the Election.

This Solicitation Statement and the Consent and Election Form contain important information that should be read before any decision is made with respect to the Solicitation and any Election.

This Solicitation Statement does not constitute a solicitation of Consents or Elections in any jurisdiction in which, or from any person from whom, it is unlawful to make such solicitation under applicable securities laws.

The delivery of this Solicitation Statement shall not under any circumstances create any implication that the information contained herein or attached hereto is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or in any attachments hereto or in the affairs of the Company or any of its affiliates since the date hereof.

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Solicitation Statement or the Consent and Election Form and, if given or made, such information or representation may not be relied upon as having been authorized by the Company, the Solicitation Agent or TSX Trust.

NOTICE TO UNITED STATES ELIGIBLE HOLDERS

NEITHER THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES REGULATORY AUTHORITIES OF ANY STATE HAVE PASSED ON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The Debentures have not been and, as amended by the Proposed Indenture Amendments, will not be, registered under the U.S. Securities Act, or any applicable state securities laws and the Debentures are “restricted securities” within the meaning of Rule 144 under the U.S. Securities Act. In the United States, the Solicitation of Consents to the Proposed Indenture Amendments is being made only to Holders that are Qualified Institutional Buyers.

Each Holder in the United States who is providing a Consent to the Proposed Indenture Amendments will, prior to the acceptance thereof, be required to sign and deliver a Qualified Institutional Buyer investment

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letter (a “QIB Letter”) in which it will make certain representations and warranties and agree to certain restrictions on the transfer of the Debentures (and shall acknowledge that the Company is relying upon the representations and warranties contained therein).

This Solicitation is exempt from the registration requirements of the United States Securities Act and the requirements of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) applicable to tender or exchange offers or proxy solicitations. Accordingly, this Solicitation is being effected in accordance with Canadian corporate and securities laws. The information herein has been prepared in accordance with the disclosure requirements applicable in Canada. Eligible Holders in the United States should be aware that such requirements are different from those of the United States under the Securities Act or the U.S. Exchange Act.

See “Certain United States Federal Income Tax Consequences” and “Certain Canadian Federal Income Tax Considerations” for certain information concerning tax consequences to Eligible Holders who are United States taxpayers.

Table of Contents

WHERE ELIGIBLE HOLDERS CAN FIND MORE INFORMATION ............................................................. 1 CURRENCY .................................................................................................................................................. 1 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION ................................. 1 SUMMARY .................................................................................................................................................... 2 TERMS OF THE SOLICITATION ................................................................................................................. 5 PURPOSE OF THE SOLICITATION ............................................................................................................ 6 PROPOSED INDENTURE AMENDMENTS ................................................................................................. 6 PROCEDURES FOR DELIVERING CONSENTS AND ELECTIONS .......................................................... 7 CONDITIONS TO THE SOLICITATION ....................................................................................................... 9 EXPIRATION; EXTENSION; AMENDMENT; TERMINATION ................................................................... 11 MATERIAL TAX CONSIDERATIONS ......................................................................................................... 11 THE SOLICITATION AGENT AND TSX TRUST ........................................................................................ 14 FEES AND EXPENSES .............................................................................................................................. 14 MISCELLANEOUS ...................................................................................................................................... 14

WHERE ELIGIBLE HOLDERS CAN FIND MORE INFORMATION

The Company files annual and quarterly financial information and material change reports and other material with the securities commission or similar regulatory authority in each of the provinces of Canada (other than Québec). You may read and download public documents that the Company has filed with the securities commission or similar regulatory authority in each of the provinces of Canada (other than Québec) at www.sedar.com.

CURRENCY

All references herein to “US$” are references to United States dollars, the lawful currency of the United States of America.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Solicitation Statement may contain forward-looking information that is based on expectations and estimates as of the date of this Solicitation Statement. The Company’s forward-looking information is information that is subject to known and unknown risks and other factors that may cause future actions, conditions or events to differ materially from the anticipated actions, conditions or events expressed or implied by such forward-looking information. Forward-looking information is information that does not relate strictly to historical or current facts, and can be identified by the use of the future tense or other forward-looking words such as “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, “should”, “may”, “could”, “would”, “target”, “objective”, “projection”, “forecast”, “continue”, “strategy”, “intend”, “position” or the negative of those terms or other variations of them or comparable terminology. In particular, any statement, express or implied, regarding future actions, conditions or events or future operating results is forward-looking information. Forward-looking information is not a guarantee of performance. All statements, other than statements of historical facts, included in this Solicitation Statement that address activities, events or developments that are expected, believed or anticipated to occur or that may occur in the future are forward-looking information. Examples of such forward-looking information in this Solicitation Statement include, but are not limited to, statements with respect to timing of the completion of the Solicitation, the execution of the Amending Agreement and the timing for the delivery of the extended Debentures. Such forward-looking information is subject to the risks, uncertainties and assumptions highlighted in the Company’s most recent annual and interim management’s discussion and analysis and the disclosure in the other documents referred to under “Where Eligible Holders Can Find More Information”.

While the Company anticipates that subsequent events and developments may cause its views to change, it does not have an intention to update any forward-looking information, except as required by applicable securities laws. There can be no assurance that the events or results of the forward-looking information will occur, or if any of them do, when they will occur or what impact they will have on the Company’s results of operations or financial condition, as actual results and future events could differ materially from those expected or estimated in such information. Accordingly, readers should not place undue reliance on any forward-looking information. See “Risk Factors” in materials filed with the securities regulatory authorities in Canada from time to time, including, but not limited to, the Company’s most recent annual and interim management’s discussion and analysis and the disclosure in the documents referred to under “Where Eligible Holders Can Find More Information” for further information with respect to forward-looking information in those documents.

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SUMMARY

The following summary is provided solely for the convenience of Eligible Holders. This summary is not intended to be complete and is qualified in its entirety by reference to the full text and more specific details contained elsewhere in this Solicitation Statement, the Consent and Election Form and any amendments or supplements hereto or thereto. Eligible Holders are urged to read the Solicitation Statement and the Consent and Election Form in their entireties because they contain important information that should be read carefully before any decision is made with respect to the Solicitation and the Election. Each of the capitalized terms used in this summary and not defined herein has the meaning set forth elsewhere in this Solicitation Statement.

The Debentures: ..................... Senior Secured Convertible Debentures due 2020 (CUSIP No. 38501DAJ4; ISIN No. CA38501DAJ42). The Debentures are governed by the Indenture.

Purpose of the Solicitation and Proposed Indenture Amendments: ..........................

In September 2016, the Company announced that it had engaged GMP Securities L.P. (“GMP”) as its exclusive financial advisor to conduct a broad strategic review process to explore opportunities to enhance stakeholder value. During the course of this process, it became evident that even though the Company has strengthened operationally since the debt restructuring of the Company was completed in early 2016, the common shares of the Company (the “Shares”) have not performed at the same pace as its peers due to the extent of leverage within the Company’s capital structure and the impact of the potential Share dilution resulting from any conversion of the Debentures or the Company’s senior unsecured convertible debentures due 2018. In addition, at prevailing gold prices, the Company’s future growth may be stalled while trying to balance ongoing capital investment needs with the requirement to set aside excess cash flow toward the repayment of the Debentures at maturity. As such, after consultation by the Company and GMP with several of the Company’s large stakeholders, the Company has determined that it is in the Company’s best interest to give holders of the Debentures the option to extend the maturity, on a voluntary basis, of their Debentures and to provide a 2% increase in the interest from 6% to 8% on such Debentures in an effort to improve its future liquidity and capital structure to enhance shareholder value.

The purpose of the Solicitation is to obtain the Consent of Eligible Holders to amend certain terms of the Indenture in order to, among other things, provide to the Eligible Holders the option, at their discretion, to extend the maturity of the Debentures they hold from January 2, 2020 to January 2, 2024 (the “extended Debentures”). See “Proposed Indenture Amendments”.

If an Eligible Holder elects to extend his or her Debentures, such extended Debentures will carry largely the same terms and conditions as the other Debentures except that the maturity date will be extended and interest will be paid monthly over the remaining term of the extended Debentures at an annual rate of 8%. In addition, pursuant to the Proposed Indenture Amendments: (i) any assets remaining in the Debenture sinking fund at each stated maturity of the Debentures shall be applied to the repayment of the Debentures maturing on such date; and (ii) for so long as any Debentures that are not extended Debentures are outstanding, the Company will exclude extended

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Debentures from any repurchase or redemption by the Company prior to the maturity of the Debentures that are not extended Debentures.

Solicitation Expiration Time: ... The Solicitation will expire at 5:00 p.m. (Toronto time) on May 11, 2017, unless extended by the Company in its sole discretion.

Election Expiration Time: ........ The election period will expire at 5:00 p.m. (Toronto time) on May 11, 2017, unless extended by the Company in its sole discretion.

Requisite Consents: ................ Adoption of the Proposed Indenture Amendment requires the Consents of the Eligible Holders of greater than 50% of the aggregate outstanding principal amount of the Debentures.

Conditions to the Solicitation: . The Company may terminate the Solicitation if the Amending Agreement Condition is not satisfied or the General Conditions are not satisfied or waived. See “Conditions to the Solicitation”. The Company may waive any of the General Conditions, in whole or in part, at any time prior the Solicitation Expiration Time.

Delivery of Extended Debentures: ...........................

Each Eligible Holder who duly makes an Election prior to the Election Expiration Time will receive an equivalent principal amount of extended Debentures in respect of its Debentures with respect to which the Election is made at the commencement of the first interest period following the Election Expiration Time. For greater certainty, the Debentures in respect of which an Election is duly made shall not be redeemed, acquired, cancelled, disposed of or extinguished but shall continue in the form of the extended Debentures, and the issuance of the extended Debentures pursuant to the Indenture as amended by the Amending Agreement is not intended to result in a novation or the issuance of new indebtedness of the Company, but rather, the same indebtedness as evidenced by the Debentures will continue to exist, with full force and effect, in amended form, under the Indenture as amended by the Amending Agreement.

Listing of extended Debentures and Debentures: ..

The Company has applied to list the extended Debentures on the Toronto Stock Exchange (the “TSX”). There is no guarantee that the extended Debentures will meet the requirements for listing on the TSX. If, after reasonable commercial efforts, the Company is unable to obtain or maintain a TSX listing for the extended Debentures, the Company will use reasonable commercial efforts to obtain a listing for the extended Debentures on another stock exchange or an over the counter market, acting reasonably.

If, as a result of the Proposed Indenture Amendments and the election by Eligible Holders for extended Debentures, the market value of then outstanding Debentures (excluding the extended Debentures) falls below $2,000,000, such Debentures will be de-listed.

How to Deliver Consents and Elections: ................................

See “Procedures for Delivering Consents and Elections”. For further information or assistance, Beneficial or Non-Registered Eligible Holders should consult their Intermediary.

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Tax Considerations: ................ For a discussion of the Canadian federal and United States federal income tax considerations of the Solicitation applicable to Eligible Holders, see “Material Tax Considerations”.

Solicitation Agent: ................... Kingsdale Advisors is serving as solicitation agent (the “Solicitation Agent”) in connection with the Solicitation. In such capacity, the Solicitation Agent is available to answer questions with respect to the terms of the Solicitation.

Tabulation Agent and Depositary: ..............................

TSX Trust is serving as tabulation agent in connection with the Solicitation and depositary in connection with the Election. Its contact information appears on the back cover of this Solicitation Statement.

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TERMS OF THE SOLICITATION

Upon the terms and subject to the conditions set forth in this Solicitation Statement and in the accompanying Consent and Election Form (including, the terms and conditions of any extension or amendment of the Solicitation or Election), the Company is soliciting Consents to the Proposed Indenture Amendments from Eligible Holders of the Debentures. The Indenture provides that the Company, the Guarantors and the Trustee may amend or supplement the Indenture with the consent of the Eligible Holders of a majority in principal amount of the Debentures outstanding. Accordingly, the Proposed Indenture Amendment requires the Consents of the Eligible Holders of greater than 50% of the outstanding aggregate principal amount of the Debentures. Eligible Holders should note that, in providing their Consent, they will not be required to make the Election to extend the maturity of their Debentures as such Election is made separately from the Consent. However, only Eligible Holders who Consent to the Proposed Indenture Amendments may elect to extend the maturity of their Debentures pursuant to the Proposed Indenture Amendments. See “Proposed Indenture Amendments” for a description of the Proposed Indenture Amendments.

Eligible Holders who desire to consent to the Proposed Indenture Amendments are required to validly deliver a properly completed Consent and Election Form at or prior to the Solicitation Expiration Time. A Consent delivered by an Eligible Holder may be revoked by such Eligible Holder by written notice to TSX Trust before the date the Proposed Indenture Amendments become effective. Each Eligible Holder, by delivering a Consent, will agree in the Consent and Election Form that its Consent will continue once delivered, unless validly revoked, even if the Solicitation shall be extended beyond the initial Solicitation Expiration Time. Subject to receipt of the Requisite Consents and the satisfaction or waiver of the General Conditions before the Solicitation Expiration Time, the Company intends to, as soon as practicable following the Solicitation Expiration Time, execute the Amending Agreement documenting the Proposed Indenture Amendments. Subject to applicable securities laws and the terms and conditions set forth in this Solicitation Statement, the Company reserves the absolute right, in its sole discretion, in accordance with the terms hereof and subject to applicable law, to waive any and all General Conditions, to extend or terminate the Solicitation, or to otherwise amend the Solicitation in any respect. See “Conditions to the Solicitation” and “Expiration; Extension; Amendment; Termination”. The Amending Agreement will become effective upon execution by the Company, the Guarantors and the Trustee. If the Requisite Consents are received and the Proposed Indenture Amendments become effective, the Proposed Indenture Amendments will be binding on all holders of outstanding Debentures. If the Solicitation is terminated or withdrawn for any reason, the Proposed Indenture Amendments will not become effective, and the Indenture shall continue in full force and effect, unamended by the Proposed Indenture Amendments.

If the Solicitation is terminated for any reason, or the conditions thereto are neither satisfied nor waived, before the Solicitation Expiration Time the Consents will be voided and the Amending Agreement will not be executed.

Beneficial or Non-Registered Eligible Holders who wish to provide a Consent and whose Debentures are held in the name of a bank, brokerage firm, trust company or other such intermediary (each, an “Intermediary”) or in the name of a clearing agency of which such Intermediary is a participant, must contact such Intermediary promptly and instruct such Intermediary to promptly execute and deliver an appropriate Consent and Election form on behalf of the Beneficial or Non-Registered Eligible Holders at or prior to the Solicitation Expiration Time in accordance with applicable Consent procedures of such Intermediary. See “Procedures for Delivering Consents and Elections – Consent and Election Procedures for Eligible Holders Whose Debentures Are Not Held in Their Name”.

In the event that the Solicitation is withdrawn or otherwise is not completed, the Proposed Indenture Amendments will not become effective.

If the Amending Agreement is executed, the Eligible Holders who do not deliver valid Consents at or prior to the Solicitation Expiration Time or whose Consent is revoked before the Amending Agreement becomes effective will be bound thereby even though they did not consent to the Proposed Indenture Amendments.

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PURPOSE OF THE SOLICITATION

In September 2016, the Company announced that it had engaged GMP as its exclusive financial advisor to conduct a broad strategic review process to explore opportunities to enhance stakeholder value. During the course of this process, it became evident that even though the Company has strengthened operationally since the debt restructuring of the Company was completed in early 2016, the Shares have not performed at the same pace as its peers due to the extent of leverage within the Company’s capital structure and the impact of the potential Share dilution resulting from any conversion of the Debentures or the Company’s senior unsecured convertible debentures due 2018. In addition, at prevailing gold prices, the Company’s future growth may be stalled while trying to balance ongoing capital investment needs with the requirement to set aside excess cash flow toward the repayment of the Debentures at maturity. As such, after consultation by the Company and GMP with several of the Company’s large stakeholders, the Company has determined that it is in the Company’s best interest to give holders of the Debentures the option to extend the maturity, on a voluntary basis, of their Debentures and to provide a modest increase in the interest on such Debentures in an effort to improve its future liquidity and capital structure to enhance shareholder value.

In determining the course of action described above, the Board worked and met with GMP on an ongoing basis to review and provide input on a number of alternatives and strategies to enhance stakeholder value. This included numerous informal discussions with management and directors as well as three Board meetings that included GMP.

The Company believes that by extending the maturity of some or all of its Debentures, the Company can strike a better balance in the next couple of years between capital investment and cash generation for senior debt retirement to enhance stakeholder value while at the same time using its excess cash flow to systematically reduce the issued and outstanding Debentures.

The purpose of the Solicitation is to obtain the Consent of Eligible Holders to amend certain terms of the Indenture in order to, among other things, provide to Eligible Holders the option, at their discretion, to extend the maturity of the Debentures they hold from January 2, 2020 to January 2, 2024. See “Proposed Indenture Amendments”.

Eligible Holders should note that, in providing their Consent, they will not be required to make the Election to extend the maturity of their Debentures as such Election is made separately from the Consent. However, only Eligible Holders who Consent to the Proposed Indenture Amendments may elect to extend the maturity of their Debentures pursuant to the Proposed Indenture Amendments.

PROPOSED INDENTURE AMENDMENTS

The Company is soliciting the Consents of the Eligible Holders to the Proposed Indenture Amendments. All statements herein regarding the substance of any provision of the Proposed Indenture Amendments and the Indenture are qualified in their entirety by, and are subject to, the full text of the Indenture and the Amending Agreement. A copy of the Indenture is available on the Company’s profile on SEDAR, which can be accessed at www.sedar.com.

The following statements are only a summary of the substance of the Proposed Indenture Amendments. Primarily, the Proposed Indenture Amendments would modify the Indenture as set out below. Although the substance of the Proposed Indenture Amendments is detailed below, additional non-material administrative amendments to the Indenture may be made to give effect to the intent of the Proposed Indenture Amendments.

Amendments to the Indenture

The Proposed Indenture Amendments would have the following effects:

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1 at or prior to the Election Expiration Time, the Eligible Holders will have the option, at their discretion, to extend the maturity of the Debentures they hold from January 2, 2020 to January 2, 2024;

2 if an Eligible Holder elects to extend his or her Debentures, such extended Debentures will carry largely the same terms and conditions as the other Debentures except that the maturity date will be extended and interest will be paid monthly over the remaining term of the extended Debentures at an annual rate of 8%;

3 any assets remaining in the Debenture sinking fund at each stated maturity of the Debentures shall be applied to the repayment of the Debentures maturing on such date; and

4 for so long as any Debentures that are not extended Debentures are outstanding, the Company will exclude extended Debentures from any repurchase or redemption by the Company prior to the maturity of the Debentures that are not extended Debentures.

Delivery of Extended Debentures

Each Eligible Holder who duly makes an Election prior to the Election Expiration Time will receive an equivalent principal amount of extended Debentures in respect of its Debentures with respect to which the Election is made at the commencement of the first interest period following the Election Expiration Time. For greater certainty, the Debentures in respect of which an Election is duly made shall not be redeemed, acquired, cancelled, disposed of or extinguished but shall continue in the form of the extended Debentures, and the issuance of the extended Debentures pursuant to the Indenture as amended by the Amending Agreement is not intended to result in a novation or the issuance of new indebtedness of the Company, but rather, the same indebtedness as evidenced by the Debentures will continue to exist, with full force and effect, in amended form, under the Indenture as amended by the Amending Agreement.

TSX Listing

The Company has applied to list the extended Debentures on the TSX. The Company will use reasonable commercial efforts to obtain TSX listing approval for the extended Debentures. There is no guarantee that the extended Debentures will meet the requirements for listing on the TSX. If, after reasonable commercial efforts, the Company is unable to obtain or maintain a TSX listing for the extended Debentures, the Company will use reasonable commercial efforts to obtain a listing for the extended Debentures on another stock exchange or an over the counter market, acting reasonably.

If, as a result of the Proposed Indenture Amendments and the election by Debenture holders for extended Debentures, the market value of then outstanding Debentures (excluding the extended Debentures) falls below $2,000,000, such Debentures will be de-listed.

PROCEDURES FOR DELIVERING CONSENTS AND ELECTIONS

Eligible Holders who wish to Consent to the Proposed Indenture Amendments or to make an Election must so indicate by completing the appropriate boxes in the Consent and Election Form and delivering a properly completed and duly executed Consent and Election Form, together with any certificates representing the Debentures if such Eligible Holder is making an Election, at or prior to the Solicitation Expiration Time or Election Expiration Time, respectively, to TSX Trust in accordance with the instructions set out herein and in the Consent and Election Form. ELIGIBLE HOLDERS SHOULD NOTE THAT, IN PROVIDING THEIR CONSENT, THEY WILL NOT BE REQUIRED TO MAKE THE ELECTION TO EXTEND THE MATURITY OF THEIR DEBENTURES AS SUCH ELECTION IS MADE SEPARATELY FROM THE CONSENT. ONLY ELIGIBLE HOLDERS WHO CONSENT TO THE PROPOSED INDENTURE AMENDMENTS MAY ELECT TO EXTEND THE MATURITY OF THEIR DEBENTURES PURSUANT TO THE PROPOSED INDENTURE AMENDMENTS.

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Beneficial or Non-Registered Eligible Holders should not deliver the Consent and Election Form but must follow the Consent and Election procedures of their Intermediary. See “Procedures for Delivering Consents and Elections – Consent and Election Procedures for Eligible Holders Whose Debentures Are Not Held in Their Name”.

A properly completed and, executed Consent and Election Form, together with any certificates representing the Debentures if such Eligible Holder is making an Election, must be delivered to TSX Trust by mail, first-class postage prepaid, hand delivery or overnight courier at the address of TSX Trust set forth on the back cover of this Solicitation Statement at or prior to the Solicitation Expiration Time or the Election Expiration Time, as applicable. Delivery of Consent and Election Forms should be made sufficiently in advance of the Solicitation Expiration Time or the Election Expiration Time, as applicable, to ensure that the Consent and Election Form is received at or prior to the Solicitation Expiration Time or the Election Expiration Time, as applicable. The Company reserves the right to receive Consent and Election Forms by any other reasonable means or in any form that reasonably evidences the giving of Consent or the making of an Election.

Only Eligible Holders may deliver a Consent and Election Form. A Consent and Election Form must be executed exactly the same way as the Eligible Holder’s name appears on the securities registers maintained by or on behalf of the Company.

If a Consent is given, it must relate to all Debentures held by the Eligible Holder providing such Consent.

If an Election is made, it may relate to all or a portion of the Debentures held by the Eligible Holder providing such Election. If an Election relates to fewer than all the Debentures held by the Eligible Holder, such Eligible Holder must indicate on the Consent and Election Form the name(s) and address(es) and aggregate principal amount of such Debentures to which the Election relates. Otherwise, the Election will be deemed to relate to all Debentures held by the Eligible Holder.

Consent and Election Procedures for Eligible Holders Whose Debentures Are Not Held in Their Name

Beneficial owners of Debentures (“Beneficial or Non-Registered Eligible Holder”) are not permitted to complete and deliver a Consent and Election Form as described above. You may be a Beneficial or Non-Registered Eligible Holder if your Debentures are registered either:

1 in the name of an Intermediary with whom you deal in respect of the Debentures, such as, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans; or

2 in the name of a clearing agency (such as CDS) of which the Intermediary is a participant.

Any Beneficial or Non-Registered Eligible Holder who wishes to deliver a Consent or to make an Election should not execute the Consent and Election Form. Instead, he, she or it must instruct the relevant Intermediary to execute an appropriate Consent and Election form on his, her or its behalf.

The Company has distributed copies of the Solicitation Statement to Intermediaries who are required to forward these materials to Beneficial or Non-Registered Eligible Holders. If you are a Beneficial or Non-Registered Eligible Holder you will be provided with materials by your applicable Intermediary, which must be completed and signed by you in accordance with the directions of such Intermediary or you will receive instructions from your applicable Intermediary on how to validly Consent or make an Election.

The purpose of these procedures is to permit you, as a Beneficial or Non-Registered Eligible Holder, to provide your Consent and, if applicable, make an Election in respect of your Debentures. Beneficial or Non-Registered Eligible Holders should promptly contact their Intermediaries and obtain and follow their Intermediaries’ instructions with respect to the applicable Consent and Election procedures

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and deadlines, which may be earlier than the deadlines that are set out in this Solicitation Statement. Subject to the instructions of a Beneficial or Non-Registered Eligible Holder’s Intermediary, if a Beneficial or Non-Registered Eligible Holder provides a Consent and, if applicable, makes an Election, such Beneficial or Non-Registered Eligible Holder will not be able to trade or otherwise transfer the Debentures that are the subject of such Consent and/or Election unless the Consent and any Election are validly revoked.

It is the sole and exclusive responsibility of Beneficial or Non-Registered Eligible Holders to ensure that their instructions regarding Consents and, if applicable, Elections are properly submitted by their Intermediary through the facilities of CDS on or before the deadlines set forth in the Consent and Election Form. The Company will bear no responsibility for failure of a Beneficial or Non-Registered Eligible Holder or an Intermediary to deliver the instructions in respect of a Consent and Election Form to CDS prior to the deadlines set out therein.

Validity of Consents and Elections

All questions as to the validity, form, eligibility, receipt and acceptance of any Consent and, if applicable, Election will be resolved by the Company, whose determination will be final and binding. The Company reserves the absolute right to reject any or all Consents or Elections that are not in proper form or the acceptance of which could, in the opinion of the Company or its counsel, be unlawful. The Company also reserves the right to waive any defects or irregularities or conditions of delivery as to a particular Consent or Election, which the Company may require to be cured within such time as the Company determines. None of the Company, the Solicitation Agent, TSX Trust or any other person shall have any duty to give notification of any such defects or irregularities or waiver, nor shall any of them incur any liability for failure to give such notification. Deliveries of Consent and Election Forms will not be deemed to have been made until such defects or irregularities have been cured or waived. The Company’s interpretation of the terms and conditions of the Solicitation (including this Solicitation Statement and the accompanying Consent and Election Form and the instructions hereto and thereto) will be conclusive, final and binding on all parties.

Revocation of Consents and Elections

All properly completed and executed Consent and Election Forms received on or prior to the Solicitation Expiration Time or the Election Expiration Time, as applicable, will be counted. A Consent delivered by an Eligible Holder may be revoked by such Eligible Holder by written notice to TSX Trust before the date the Proposed Indenture Amendments become effective. An Election delivered by an Eligible Holder may be revoked by such Eligible Holder by written notice to TSX Trust before the Election Expiration Time. For greater certainty, an Eligible Holder who revokes a Consent in respect of Debentures will be deemed to have also revoked any Election in respect of such Debentures. Each Eligible Holder, by delivering a Consent pursuant to the Solicitation or an Election, will agree in the Consent and Election Form that its Consent and, if applicable, Election will continue once delivered, unless validly revoked, even if the Solicitation or time period for Elections shall be extended beyond the initial Solicitation Expiration Time or the initial Election Expiration Time, as applicable. A Consent and, if applicable, Election by an Eligible Holder will bind such Eligible Holder and every subsequent registered holder of such Debentures or portion of such Debentures, even if notation of the Consent or Election is not made on such Debentures. Notwithstanding any extension to the Election Expiration Time, an Election delivered prior to the initial Election Expiration Time may not be revoked after the initial Election Expiration Time.

CONDITIONS TO THE SOLICITATION

Notwithstanding any other provisions of the Solicitation and in addition to (and not in limitation of) the Company’s right to extend and/or amend the Solicitation, the Company may terminate the Solicitation if the Amending Agreement Condition shall not have been satisfied. The “Amending Agreement Condition” means receipt of the Requisite Consents with respect to the Proposed Indenture Amendments and the execution of the Amending Agreement by the Company, the Guarantors and the Trustee.

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Notwithstanding any other provision of the Solicitation and in addition to (and not in limitation of) the Company’s right to extend and/or amend the Solicitation, the Company may terminate the Solicitation if any of the following conditions are not satisfied or waived by the Company (the “General Conditions”):

1 the Company shall have obtained the requisite approval of the shareholders of the Company for the Proposed Indenture Amendments;

2 there shall not have been instituted, threatened or be pending any action or proceeding, and there shall not have been any material adverse development to any action or proceeding currently instituted, threatened or pending, before or by any court or governmental, regulatory or administrative agency or instrumentality, or by any other person, in connection with the Solicitation that, in the sole judgment of the Company, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole, or (b) would or might prohibit, prevent, restrict or delay consummation of the Solicitation or the Proposed Indenture Amendments;

3 no order, statute, rule, regulation, executive order, stay, decree, judgment or injunction shall have been proposed, enacted, entered, issued, promulgated, enforced or deemed applicable by any court or governmental, regulatory or administrative agency or instrumentality that, in the sole judgment of the Company, either (a) is, or is reasonably likely to be, materially adverse to the business, operations, properties, condition (financial or otherwise), assets, liabilities or prospects of the Company and its subsidiaries, taken as a whole, or (b) would or might prohibit, prevent, restrict or delay consummation of the Solicitation or the Proposed Indenture Amendments;

4 there shall not have occurred or be likely to occur any event affecting the business or financial affairs of the Company that, in the sole judgment of the Company, would or might prohibit, prevent, restrict or delay consummation of the Solicitation or the Proposed Indenture Amendments;

5 the Trustee shall not have objected in any respect to or taken action that could, in the sole judgment of the Company, adversely affect the consummation of the Solicitation or the Proposed Indenture Amendments and shall not have taken any action that challenges the validity or effectiveness of the procedures used by the Company in the Solicitation; and

6 there shall not have occurred (a) any general suspension of, or limitation on prices for, trading in securities in Canadian or the United States securities or financial markets, (b) any significant adverse change in the price of the Debentures in Canada, the United States or other major securities or financial markets, (c) a material impairment in the trading market for debt securities, (d) a declaration of a banking moratorium or any suspension of payments in respect to banks in Canada, the United States or other major financial markets, (e) any limitation (whether or not mandatory) by any government or governmental, administrative or regulatory authority or agency, domestic or foreign, or other event that, in the reasonable judgment of the Company, might affect the extension of credit by banks or other lending institutions, (f) a commencement of a war or armed hostilities or other national or international calamity directly or indirectly involving Canada or the United States, or (g) in the case of any of the foregoing existing on the date hereof, a material acceleration or worsening thereof.

The foregoing conditions are for the sole benefit of the Company and may be asserted by the Company regardless of the circumstances giving rise to any such condition (including any action or inaction by the Company) and may be waived, in whole or in part, at any time and from time to time, prior to the Solicitation Expiration Time in the Company’s sole discretion, subject to applicable law. The failure by the Company at any time to exercise any of the foregoing rights will not be deemed a waiver of any other right and each right will be deemed an ongoing right which may be asserted at any time and from time to time. Notwithstanding any other provisions of the Solicitation, the Company has the right, in its sole discretion, to terminate the Solicitation at any time. In any such event, the Company will provide notice by public announcement.

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EXPIRATION; EXTENSION; AMENDMENT; TERMINATION

The Solicitation will expire at 5:00 p.m. (Toronto time) on May 11, 2017, unless extended by the Company. The Company expressly reserves the right to extend the Solicitation Expiration Time and/or the Election Expiration Time for such period or periods as it may determine, in its sole discretion from time to time, by giving written notice to TSX Trust and by making a public announcement by press release by 9:00 a.m. (Toronto time) on the next business day following the previously established Solicitation Expiration Time or Election Expiration Time, as applicable. Without limiting the manner in which any public announcement may be made, the Company shall have no obligation to publish, advertise or otherwise communicate any such public announcement other than by issuing a press release through a newswire service. During any extension of the Solicitation or the Election period, all Consent and Election Forms delivered to TSX Trust will remain effective.

To the extent it is legally permitted to do so, the Company expressly reserves the absolute right, at any time prior to the effectiveness of the Proposed Indenture Amendments, to:

• terminate or abandon the Solicitation for any reason,

• waive any condition to the Solicitation (except that the receipt of the Requisite Consents is required for the approval of the Proposed Indenture Amendments and may not be waived), subject to applicable law,

• extend the Solicitation Expiration Time, or

• amend any of the terms of the Solicitation.

To the extent it is legally permitted to do so, and subject to the terms of the Amending Agreement, the Company expressly reserves the absolute right to extend the Election Expiration Time.

If the Company makes a material change in the terms of the Solicitation or the information concerning the Solicitation, the Company will promptly disclose such amendment, modification or waiver in a manner reasonably calculated to inform such Eligible Holders of such change. However, subject to applicable law and the immediately preceding sentence and without limiting the manner in which the Company may choose to make such disclosure, the Company shall have no obligation to publish, advertise or otherwise communicate any such disclosure other than by the timely release of such disclosure by way of a news release. If the Solicitation is amended on or prior to the Solicitation Expiration Time in a manner determined by the Company in its sole discretion to constitute a material adverse change to the Eligible Holders, the Company will promptly disclose such amendment and, if deemed necessary by the Company, extend the Solicitation Expiration Time, the Election Expiration Time or both. In addition, the Company may, if it deems appropriate, extend the Solicitation Expiration Time, the Election Expiration Time or both for any other reason.

MATERIAL TAX CONSIDERATIONS

Certain Canadian Federal Income Tax Considerations

The following summary fairly describes the principal Canadian federal income tax considerations applicable in respect of the Proposed Indenture Amendments as described in this Solicitation Statement to Debenture holders (each referred to as a “Securityholder”) who, for purposes of the Income Tax Act (Canada) (the “Tax Act”) and at all relevant times, holds their Debentures, as the case may be, as capital property, and deals at arm’s length with, and is not affiliated with, the Company.

Debentures will generally be considered to be capital property of a Securityholder provided such Securityholder does not use or hold and is not deemed to use or hold such securities in carrying on a business or in an adventure in the nature of trade. Certain Securityholders whose securities might not

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otherwise qualify as capital property may, in certain circumstances, be able to make an irrevocable election in accordance with subsection 39(4) of the Tax Act to deem such Debentures, and all other Canadian securities (within the meaning of the Tax Act) owned by such Securityholder in the taxation year of the election and in all subsequent taxation years, to be capital property. Securityholders to whom this election may be relevant should consult with their own tax advisors with respect to all applicable implications in their particular circumstances.

In addition, this summary does not apply to a Securityholder (a) that is a financial institution for purposes of the mark to market rules in the Tax Act, (b) that is a specified financial institution for purposes of the Tax Act, (c) an interest in which would be a tax shelter investment within the meaning of the Tax Act, (d) that has elected under the Tax Act to determine his or her Canadian tax results in a currency other than Canadian currency, or (e) who has entered into a “derivative forward agreement” within the meaning of the Tax Act with respect to the Debentures. Any such persons should contact their own tax advisors with respect to the tax consequences of the Proposed Indenture Amendments to them.

Additional considerations, not discussed herein, may be applicable to a Securityholder that is a corporation resident in Canada, and is, or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of Debentures, controlled by a non-resident corporation for the purposes of the “foreign affiliate dumping” rules in Section 212.3 of the Tax Act. Such Securityholders should consult their own tax advisors with respect to the Canadian income tax consequences to them.

This summary is based on the current provisions of the Tax Act and the regulations thereunder (the Regulations), all specific proposals to amend the Tax Act or the Regulations that have been publicly announced by or on behalf of the Minister of Finance (Canada) prior to the date hereof (the “Proposed Amendments”), our understanding of the current published administrative and assessing practices and policies of the CRA. This summary assumes that the Proposed Amendments will be enacted in the form proposed and does not take into account or anticipate any other changes in law or administrative policy, whether by way of judicial, legislative or governmental decision or action, nor does it take into account provincial, territorial or foreign tax considerations, which may differ significantly from those discussed in this summary. No assurance can be given that the Proposed Amendments will be enacted as currently proposed or at all, or that legislative, judicial or administrative changes will not modify or negate the statements expressed in this summary.

This summary is of a general nature only and is not exhaustive of all possible Canadian federal income tax considerations applicable to the Proposed Indenture Amendments. The tax consequences of the Proposed Indenture Amendments will vary according to the status of the holder, the jurisdiction in which the holder resides or carries on business, and the holder’s own particular circumstances. This summary is not intended to be, nor should it be construed to be, legal or tax advice to any particular holder and no representations with respect to the income tax consequences of the Proposed Indenture Amendments to any particular holder is made. All Securityholders should obtain independent advice from their own tax advisors regarding the tax considerations to them of the Proposed Indenture Amendments having regard to their own particular circumstances.

Residents of Canada

This portion of the summary applies only to Securityholders who, for purposes of the Tax Act and at all relevant times, are or are deemed to be resident in Canada. Securityholders who meet these requirements are referred to in this portion of the summary as Resident Holders, and this portion of the summary only addresses such Resident Holders.

Proposed Indenture Amendments

The amendment of a debt obligation, such as the Debentures, will generally not result in a disposition for Canadian income tax purposes (upon which a capital gain or capital loss may be realized) unless the amendment is considered to result in the substitution of a new debt obligation under applicable commercial law or in a change to the fundamental terms of the obligation. The adoption of the Proposed Indenture

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Amendments should not, in and of itself, result in the substitution of a new debt obligation under applicable commercial law or in a change to the fundamental terms of the obligation and, accordingly, the Proposed Indenture Amendments should not result in the disposition of the Debentures by a Resident Holder for purposes of the Tax Act.

Election under Proposed Indenture Amendments

An election by a Resident Holder to extend the maturity of their Debentures under the Proposed Indenture Amendments should not, in and of itself, result in the substitution of a new debt obligation under applicable commercial law or a change to the fundamental terms of the obligation and, accordingly, such election should not result in the disposition of the Debentures by a Resident Holder for purposes of the Tax Act.

Non-Residents

This portion of the summary applies only to Securityholders who, for purposes of the Tax Act (and any applicable income tax treaty or convention) and at all relevant times, are not resident or deemed to be resident in Canada, do not use or hold (and are not deemed to use or hold) Debentures in, or in the course of, a business carried on in Canada, deal at arm’s length with any person resident in Canada to whom the Debentures are assigned or transferred, and are entitled to receive all payments (including interest and principal) in respect of the Debentures. Securityholders who meet these requirements are referred to in this portion of the summary as “Non-Resident Holders”, and this portion of the summary only addresses such Non-Resident Holders.

This summary does not apply to an insurer that carries on an insurance business in Canada and elsewhere, an authorized foreign bank that carries on a Canadian banking business or, a Non-Resident Holder that is at any time a “specified shareholder” (as defined in subsection 18(5) of the Tax Act) of the Company or that does not at any time deal at arm’s length for purposes of the Tax Act with a “specified shareholder” of the Company.

Proposed Indenture Amendments

As discussed above under "Residents of Canada – Proposed Indenture Amendments", the adoption of the Proposed Indenture Amendments should not result in the disposition of the Debentures by a Non-Resident Holder for purposes of the Tax Act.

Election under Proposed Indenture Amendments

As discussed above under “Residents of Canada – Election under Proposed Indenture Amendments”, an election by a Non-Resident Holder to extend the maturity of their Debentures under the Proposed Indenture Amendments should not result in the disposition of the Debentures by a Non-Resident Holder for purposes of the Tax Act.

United States Federal Income Tax

Eligible Holders of Debentures should be aware that the election to extend the Debentures pursuant to the Proposed Indenture Amendments may have tax consequences in the United States. Such consequences for investors who are residents in, or citizens of, the United States are not described herein. Each holder of Debentures should consult its own tax advisor concerning the decision to deliver a Consent to the Proposed Indenture Amendments.

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THE SOLICITATION AGENT AND TSX TRUST

Solicitation Agent

The Company has engaged Kingsdale Advisors to act as the solicitation agent in connection with the Solicitation. In this capacity, the Solicitation Agent may contact Eligible Holders or Intermediaries or Beneficial or Non-Registered Eligible Holders regarding the Solicitation and solicit Consents.

Tabulation Agent and Depositary

TSX Trust has been appointed as Tabulation Agent for the Solicitation and the Depositary for the Election. Consent and Election Forms and all correspondence in connection with the Solicitation and the Elections should be sent or delivered by each Eligible Holder to TSX Trust at the address and telephone number set forth on the back cover of this Solicitation Statement.

Neither the Solicitation Agent nor TSX Trust assumes any responsibility for the accuracy or completeness of the information concerning the Company or its affiliates, the Indenture or the Debentures contained herein or in the Consent and Election Form and other related documents or for any failure by the Company to disclose events that may have occurred and may affect the significance or accuracy of such information.

FEES AND EXPENSES

The Company will pay the Solicitation Agent and TSX Trust customary fees for their respective services in connection with the Solicitation and the Elections and will reimburse the Solicitation Agent and TSX Trust for their respective reasonable out-of-pocket expenses in connection therewith. The Company may also pay brokerage firms and other custodians, nominees and fiduciaries the reasonable out-of-pocket expenses incurred by them in forwarding copies, if required, of this Solicitation Statement and the Consent and Election Form and related materials to the Beneficial or Non-Registered Eligible Holders and in handling or forwarding Consents and Elections by their customers, if required.

In connection with the Solicitation, directors and officers of the Company may solicit Consents by mail, personally, by telephone, facsimile, telegram, electronic communication or other similar methods. These directors and officers will not be specifically compensated for these services.

No brokerage commissions will be payable by Eligible Holders who deliver Consents and, if applicable, Elections to the Solicitation Agent, TSX Trust or the Company. Eligible Holders who deliver Consents or make Elections through an Intermediary should contact such institution as to whether it charges any service fees.

MISCELLANEOUS

The Solicitation is being made to all Eligible Holders. The Company is not aware of any jurisdiction in which the making of the Solicitation is not in compliance with applicable law. If the Company becomes aware of any jurisdiction in which the making of the Solicitation would not be in compliance with applicable law, the Company will make a good faith effort to comply with any such law. If, after such good faith effort, the Company cannot comply with any such law, the Solicitation will not be made to (nor will deliveries of Consents be accepted from or on behalf of) the Eligible Holders residing in such jurisdiction.

No person has been authorized to give any information or make any representation on behalf of the Company not contained in this Solicitation Statement or in the Consent and Election Form and, if given or made, such information or representation must not be relied upon as having been authorized.

The Tabulation Agent for the Solicitation and the Depositary for the Election is:

TSX Trust Company

By Registered Mail, Mail, Hand or Courier

Toronto

200 University Avenue

Suite 300 Toronto, Ontario

M5H 4H1 Attention: Corporate Actions

Inquiries

North American Toll Free: 1-866-600-5869

Telephone: 416-342-1091 Facsimile: 416-361-0470

E-Mail: TMXEInvestorServices@tmx.com

Any questions regarding the terms of the Solicitation may be directed to the Solicitation Agent.

The Solicitation Agent for the Solicitation is:

The Exchange Tower 130 King Street West,

Suite 2950, P.O. Box 361 Toronto, Ontario M5X 1E2

North American Toll Free Phone:

1-877-659-1819 Email: contactus@kingsdaleadvisor.com

Facsimile: 416-867-2271 Toll Free Facsimile: 1-866-545-5580

Outside North America, Banks and Brokers Call Collect: 416-867-2272