Exhibit 99.2

ARRANGEMENT AGREEMENT

between

INTERMAP TECHNOLOGIES CORPORATION

and

PCI GEOMATICS GROUP INC.

and

GRENADIER INVESTMENTS LIMITED

in its own capacity and in its capacity as the Shareholders’ Representative

dated as of

July 28, 2026

TABLE OF CONTENTS

Appendix A – Plan of Arrangement

Appendix B – Arrangement Resolution

Appendix C – Representations and Warranties of the Company

Appendix D – Representations and Warranties of the Purchaser

Appendix E – Representations and Warranties of Grenadier

Appendix F – Pre-Closing Reorganization

THIS ARRANGEMENT AGREEMENT is dated as of July 28, 2026 and made between:

INTERMAP TECHNOLOGIES CORPORATION, a corporation existing under the laws of the Province of Alberta (the “Purchaser”);

PCI GEOMATICS GROUP INC., a corporation existing under the laws of Canada (the “Company”); and

GRENADIER INVESTMENTS LIMITED, a corporation existing under the laws of the Province of Ontario (in its own capacity, “Grenadier”, and in its capacity as the representative of the Shareholders, the “Shareholders’ Representative”).

RECITALS:

NOW THEREFORE in consideration of the foregoing premises, the mutual covenants and agreements contained in this Agreement and other good and valuable consideration (the receipt and sufficiency of which are acknowledged), the Parties agree as follows:

Article 1

Interpretation

In this Agreement the following words and expressions have the following meanings:

“Accounting Firm” means a nationally recognized independent accounting firm upon which the Purchaser and the Shareholders’ Representative shall reasonably agree.

“Acquisition Transaction” means, other than any transaction with the Purchaser (or any Affiliate of the Purchaser), any transaction or series of related transactions to directly or indirectly acquire all or any part of the business, properties or assets of the Company or any Company Subsidiary, or any of the securities of the Company or any Company Subsidiary (whether or not outstanding), whether by sale, disposition or joint venture (or any lease, licence, royalty agreement or other arrangement having the same economic effect as a sale, disposition or joint venture), take-over bid, exchange offer, tender offer, business combination or otherwise, other than:

“Adjustment Escrow Amount” means $150,000.

“Adjustment Escrow Fund” means the Adjustment Escrow Amount held in escrow under the Escrow Agreement, as increased by any earnings or decreased by any disbursements or losses on investments.

“Affiliate” of any Person means any other Person who, directly or indirectly, controls, or is controlled by, or is under common control with, such Person, and for these purposes:

“Agreement” means this arrangement agreement, including the Appendixes attached to it or otherwise forming part of it, all as the same may be amended, restated, replaced or supplemented from time to time; and, except where otherwise specified, the words “Article” and “Section” followed by a number or letter mean and refer to the specified Article or Section of this agreement.

“AML Laws” means the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada), its associated regulations, the Criminal Code (Canada), and similar applicable Laws in Canada and other jurisdictions.

“Anti-Corruption Laws” means the Corruption of Foreign Public Officials Act (Canada) similar applicable Laws in Canada and other jurisdictions.

“Anti-Spam Laws” means an Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-Television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (Canada), and any similar applicable Laws in Canada and other jurisdictions.

“Arrangement” means an arrangement under section 192 of the CBCA on the terms set out in the Plan of Arrangement, subject to any amendments or variations to the Plan of Arrangement made in accordance with the terms of this Agreement and the Plan of Arrangement or made at the direction of the Court in the Final Order with the prior written consent of the Company and the Purchaser, each acting reasonably.

“Arrangement Resolution” means the resolution of the Shareholders approving the Plan of Arrangement to be considered and voted on at the Company Meeting, substantially in the form set out in Appendix B.

“Articles of Arrangement” means the articles of arrangement of the Company in respect of the Arrangement, required by section 192(6) of the CBCA to be sent to the Director after the Final Order is made.

“Audited Financial Statements” mean the audited comparative financial statements of the Company as at and for the years ended November 30, 2024 and 2025, together with the notes thereto and the auditors report thereon.

“Authorization” means, with respect to any Person, any Order, permit, approval, consent, waiver, licence, registration, recognition, certification, accreditation or other authorization issued, granted or given by a Governmental Authority having jurisdiction over the Person.

“Books and Records” mean all books, records, books of account, sales and purchase orders, lists of customers, vendors, prospects and suppliers, Tax Returns and worksheets, Tax records, business plans and projections, plans, constating documents and all other documents, correspondence, files, records and other data and information of the Company and the Company Subsidiaries, including all data and information stored electronically or on other computer related media.

“Business” means the business of the Company and the Company Subsidiaries consisting of remote sensing software development and analytics, utilized to process satellite and aerial imagery at scale and delivering climate and weather-related risk information for critical infrastructure.

“Business Day” means a day on which commercial banks are open for business in Toronto, Ontario and Calgary, Alberta but excludes:

“Cash” means the cash of the Company, determined on a net consolidated basis, based on the bank statements of the Company (or print-out of the online cash balance in each bank account if other than on a month end).

“CBCA” means the Canada Business Corporations Act.

“Certificate of Arrangement” means the certificate of arrangement to be issued by the Director pursuant to section 192(7) of the CBCA upon receipt of the Articles of Arrangement.

“Claim Amount” has the meaning given to it in Section 6.10(a).

“Closing Indebtedness” means the Indebtedness as of the closing of the Arrangement contemplated by the Final Order but excluding all obligations and indebtedness under the SADI Agreement.

“Closing Statement” has the meaning given to it in Section 2.11(a).

“Common Shares” means the common shares in the capital of the Company.

“Company Circular” means the notice of the Company Meeting and accompanying management proxy circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management proxy circular, to be sent to the Shareholders and such other persons as may be required by the Interim Order or by Law in connection with the Company Meeting, as amended, supplemented or otherwise modified from time to time.

“Company Constating Documents” means the certificates and articles of incorporation, continuance and amalgamation, as relevant, and the by-laws of the Company and all amendments thereto or restatements thereof.

“Company Disclosure Letter” means the disclosure letter executed by the Company and delivered to the Purchaser concurrently with the execution of this Agreement.

“Company Employee” means any full-time or part-time employee of the Company or any of the Company Subsidiaries including any such employee on disability (long-term or short-term), workplace safety and insurance, pregnancy, parental or other statutory or approved leave.

“Company Material Adverse Effect” means any change, event, occurrence, effect, state of facts or circumstance that, individually or in the aggregate, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, financial condition or liabilities (contingent or otherwise) of the Company and the Company Subsidiaries, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstances resulting from or arising in connection with:

provided, however, that:

“Company Meeting” means the special meeting of the Shareholders including any adjournment or postponement of such meeting in accordance with the terms of this Agreement, to be called and held to secure approval of the Arrangement Resolution and for any other purpose as may be set out in the Company Circular.

“Company Shares” means the Common Shares, the Series B First Preferred Shares, the Special Shares and the shares of any other class in the capital of the Company.

“Company Subsidiaries” means PCI Geomatics USA Inc., PCI Geomatics Enterprises Inc., PCI Geomatics Enterprises UK Ltd. and PCI Geomatics Enterprises (Scotland) Ltd.

“Confidentiality Agreement” means the mutual confidentiality and non-disclosure agreement dated as of December 23, 2025 entered into by the Purchaser and the Company.

“Consideration” has the meaning given to it in Section 2.9(a).

“Contracts” means all legally binding agreements, arrangements, understandings, commitments and undertakings (whether written or oral) to which the Company or any Company Subsidiary is a party or a beneficiary or pursuant to which any of its property or assets are or may be affected.

“Corporate IT” has the meaning given to it in Appendix C Section 31.

“Court” means the Ontario Superior Court of Justice (Commercial List).

“Damages” has the meaning given to it in Section 6.3.

“Data Room” means the electronic data room hosted by Datasite and established and maintained by the Company to which the Purchaser and its Representatives have been granted access.

“Depositary” means Odyssey Trust Company, as depositary, or any other bank, trust company or financial institution, as may be agreed to in writing by the Company and the Purchaser.

“Depositary Agreement” means the depositary agreement between the Purchaser, the Shareholders’ Representative and the Depositary, to be entered into on the Effective Date, in form and substance satisfactory to the Company, the Shareholders’ Representative and the Purchaser, each acting reasonably.

“Direct Claim” has the meaning given to it in Section 6.7.

“Director” means the director under the CBCA.

“Disabling Code” means any computer virus, invasive programs, worm, logic bombs, Trojan horse routine, trap door, or any other codes, routines or instructions that are designed or intended to permit unauthorized access, modify, replicate, distort, delete, damage or disable any hardware, software or system.

“Disclosure Requirements” has the meaning given to it in Section 4.8(g).

“Dispute Notice” has the meaning given to it in Section 6.7.

“Dissent Rights” means the rights of dissent in respect of the Arrangement as provided for in the Plan of Arrangement.

“Downward Adjustment” has the meaning given to it in Section 2.11(e).

“Effective Date” means the date upon which the Arrangement becomes effective as set out in Section 2.7.

“Effective Time” has the meaning given to it in the Plan of Arrangement.

“Employee Material Contracts” has the meaning given to it in Appendix C Section 38.

“Employee Plans” has the meaning given to it in Appendix C Section 39.

“Environmental Laws” means all Laws, including criminal, civil, equitable, or common law principles, relating to:

“Escrow Agent” means Odyssey Trust Company, as escrow agent, or any other bank, trust company or financial institution, as may be agreed to in writing by the Company and the Purchaser.

“Escrow Agreement” means the escrow agreement between the Purchaser, the Shareholders’ Representative and the Escrow Agent, to be entered into on the Effective Date, in form and substance satisfactory to the Company, the Shareholders’ Representative and the Purchaser, each acting reasonably.

“Escrow Release Date” has the meaning given to it in Section 6.10(b).

“Estimated Closing Statement” has the meaning given to it in Section 2.9(c).

“Estimated Consideration” has the meaning given to it in Section 2.9(c).

“Final Determination Date” has the meaning given to it in Section 2.11(c).

“Final Order” means the final order of the Court under section 192(4)(e) of the CBCA approving the Arrangement, as such Order may be amended by the Court prior to the Effective Time, provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably.

“Fundamental Representations” means the representations set out in Appendix C Sections 1 {Incorporation and Corporate Power}, 2 {Incorporation and Corporate Power of Company Subsidiaries}, 3 {Corporate Authorizations}, 4 {No Conflict with Authorizations, Laws, etc.}, 7 {Execution and Binding Obligation}, 8 {Capitalization} and 9 {Company Subsidiaries}.

“GAAP” means accounting standards for private enterprises in Canada as set out in the CPA Canada Handbook at the relevant time.

“Governmental Authority” means:

“Hazardous Substance” means any substance, chemical, mixture, or material, whether animate or inanimate, that is or may be harmful or hazardous to human, animal, or plant life, or to the environment or any natural resources, and includes anything that is regulated under any Laws as a “contaminant”, “source of contaminant”, “pollutant”, “pesticide”, “fuel”, “deleterious substance”, “toxic substance”, “hazardous substance”, “controlled substance”, “designated substance”, “domestic substance”, “non-domestic substance”, “priority substance”, “prohibited substance”, “substance subject to notification or consent”, “restricted substance”, “ozone-depleting substance”, “nuclear substance”, “hazardous product”, “dangerous good”, “waste”, “hazardous waste”, or “hazardous recyclable material”.

“Indebtedness” means, in respect of the Company and each Company Subsidiary, as of any applicable time of determination, without duplication and on a consolidated basis, the following: (i) all indebtedness for borrowed money (including all amounts required to be paid to retire, satisfy or otherwise fully discharge the obligations of the Company and each Company Subsidiary under any debt instruments as of the applicable time (or as of the first date thereafter on which such corporation is permitted to do so in accordance with the terms of the documents governing such debt instruments)); (ii) all liabilities evidenced by bonds, debentures, notes or other similar instruments or debt securities, including any shareholder loans; (iii) all liabilities under or in connection with letters of credit or bankers’ acceptances or similar items; (iv) all liabilities for deferred purchase price of property or services and all deferred purchase price liabilities related to past acquisitions, whether contingent or otherwise (including any “earn-out” or similar payments or obligations at the maximum amount payable in respect thereof); (v) all liabilities arising from cash/book overdrafts; (vi) all unpaid severance or termination obligations (including all unpaid bonuses, if any), including all employer Taxes related to such obligations, all accrued but unpaid vacation pay, and the amount of all bonuses or other incentive compensation that have been or should have been accrued or are earned and unpaid for, or payable to, or for the benefit of, the directors, managers, officers, employees or consultants of the Company or any Company Subsidiary, including all employer Taxes related to any such bonuses or other incentive compensation; (vii) all liabilities under capitalized leases or leases that in accordance with GAAP are or will be required to be capitalized; (viii) all liabilities under conditional sale or other title retention agreements; and (ix) any net settlement amount in favor of any third party to any interest rate or other hedging agreement.

“Indemnified Party” has the meaning given to it in Section 6.5.

“Indemnifying Party” has the meaning given to it in Section 6.5.

“Indemnity Escrow Amount” means $1,100,000.

“Indemnity Escrow Fund” means the Indemnity Escrow Amount held in escrow under the Escrow Agreement, as increased by any earnings or decreased by any disbursements or losses on investments.

“Information Technology” means all computer systems, communications systems, software (other than off-the-shelf software) and hardware, whether owned, used or licenced.

“Interim Order” means the interim order of the Court under section 192(4) of the CBCA, providing for, among other things, the calling and holding of the Company Meeting, as such order may be amended by the Court, provided that any such amendment is acceptable to both the Company and the Purchaser, each acting reasonably.

“IP Rights” means:

“Key Consent” means, other than the SADI Consent and consent under the credit facilities agreement between PCI Geomatics Enterprises Inc. and Royal Bank of Canada dated August 6, 2025, any other consent, waiver, permit, exemption, order, approval, agreement, amendment or confirmation of any third party necessary to be obtained under any Material Contract, Employee Material Contract or Contract with respect to an Employee Plan, in connection with the Arrangement or required in order to maintain any Material Contract, Employee Material Contract or Contract with respect to an Employee Plan, in full force and effect following completion of the Arrangement, in each case, on terms that are satisfactory to the Purchaser, acting reasonably.

“Laflamme Option” means Louis Laflamme’s option to purchase 233,000 Common Shares at an exercise price of $0.01 per Common Share.

“Law” means, with respect to any Person, any and all applicable law (including principles of common law and equity), constitution, treaty, convention, ordinance, code, rule, instrument, regulation, Order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to such Person or its business, undertaking, property or securities, and, to the extent that they have the force of law, policies, standards, practices, guidelines and protocols of any Governmental Authority.

“Leased Real Properties” means the lands and premises listed and described in Schedule 1.1(a) of the Company Disclosure Letter.

“Leases” means the leases and offers to lease listed and described in Schedule 1.1(b) of the Company Disclosure Letter, in respect of the Leased Real Properties.

“Lien” means:

“Material Contract” means any Contract (other than an Employee Material Contract or a Contract with respect to an Employee Plan):

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions.

“Misrepresentation” means a misrepresentation for the purposes of Securities Laws.

“NI 14-101” means National Instrument 14-101 – Definitions.

“Objection Notice” has the meaning given to it in Section 2.11(b).

“Open Source Software” means any software subject to any licence meeting the Open Source Definition (as promulgated by the Open Source Initiative at http://opensource.org/) or the Free Software Foundation Definition (as promulgated by the Free Software Foundation at http://www.fsf.org/).

“Option Exercise Agreement” means an agreement entered into by Louis Laflamme with the Company, on terms contemplated in Section 2.8(d) and satisfactory to the Purchaser, acting reasonably.

“Option Loan” has the meaning set out in Section 2.8(e).

“Option Loan Amount” has the meaning set out in Section 2.8(f).

“Order” means any order, writ, judgment, decree, stipulation, determination, award, decision, sanction, ruling or similar action taken or entered by or with or applied by any Governmental Authority, in each case, whether temporary, preliminary or permanent.

“Ordinary Course” means, with respect to an action taken by a Person, that such action is or has been taken in the ordinary and usual course of the normal day-to-day operations of the Person or its business, as the case may be, and in a manner consistent with the past practices of such Person or its business.

“Outside Date” means November 30, 2026, or such other date as may be agreed to by the Parties.

“Outstanding Claims” has the meaning given to it in Section 6.10(b).

“Owned IP” has the meaning given to it in Appendix C Section 31.

“Owned Software” has the meaning given to it in Appendix C Section 31.

“Parties” means the parties to this Agreement.

“Permitted Liens” means:

“Person” means a natural person, partnership, limited partnership, limited liability partnership, syndicate, sole proprietorship, corporation or company (with or without share capital), limited liability company, stock company, trust, unincorporated association, joint venture or other entity or Governmental Authority.

“Personal Information” means information about an identifiable individual other than such individual’s business contact information where such business contact information is collected, used or disclosed for the purposes of contacting such individual in that individual’s capacity as an employee or an official of an organization and for no other purpose.

“Plan of Arrangement” means the plan of arrangement of the Company attached hereto at Appendix A and any amendments or variations thereto made in accordance with this Agreement or made at the direction of the Court in the Interim Order or the Final Order and acceptable to the Parties, each acting reasonably.

“Pre-Closing Reorganization” has the meaning given to it in Section 4.12(a).

“Pre-Closing Tax Period” means any taxation year or other Tax period of the Company or a Company Subsidiary ending at or before the Effective Time or, in the case of a Straddle Period, the portion of such Straddle Period up to the end of the day immediately preceding the Effective Date.

“Pre-Closing Tax Returns” has the meaning given to it in Section 4.8(b).

“Privacy Laws” means the Personal Information Protection and Electronic Documents Act (Canada) and any similar Laws relating to the collection, use, disclosure or storage of Personal Information.

“Privileged Communications” means solicitor-client privileged communications between Blake, Cassels & Graydon LLP and the Company communicated before the Effective Time in whatever form.

“Proceeding” means any suit, claim, action, charge, litigation, arbitration, proceeding (including any civil, criminal, administrative, investigative or appellate proceeding), hearing, audit, examination, inquiry, assessment (actual or proposed in writing), reassessment (actual or proposed in writing) or known investigation commenced, brought, conducted, issued or heard by or before any Governmental Authority.

“Purchaser Indemnified Parties” has the meaning given to it in Section 6.3.

“Record Date” has the meaning given to it in Section 2.2(i).

“Regulatory Approval” means:

“Related Party” means:

“Release” means any emission, addition, discharge, release, deposit, spraying, injection, abandonment, leeching, pumping, escape, spill, leak, seepage, disposal, or exhausting of a Hazardous Substance and when used as a verb has a like meaning.

“Representative” means, in respect of any Person, any officer, director, trustee, partner, employee, representative (including any financial, legal or other advisor) or agent of such Person.

“SADI Agreement” means the Strategic Aerospace & Defense Initiative Agreement dated August 12, 2009 between the Company and the Minister of Industry of Canada, as amended on July 5, 2013, April 8, 2020, December 18, 2020 and December 7, 2023.

“SADI Consent” means the letter of the Minister of Industry of Canada dated June 16, 2026 consenting to the transactions contemplated by this Agreement under the SADI Agreement.

“Sanctioned Person” means any Person who is a designated target of Sanctions or is otherwise a subject of Sanctions, including as a result of being:

“Sanctions” means any economic or trade sanctions or restrictive measures enacted, administered, imposed or enforced by the Parliament of Canada, the United States Department of the Treasury’s Office of Foreign Assets Control, the United States Department of State, the United Nations Security Council, the European Union or any present or future member state thereof, the United Kingdom’s His Majesty’s Treasury or any other relevant sanctions authority.

“Securities Laws” means, as applicable, the statutes and other instruments listed in “Appendix B” to NI 14-101.

“Securities Regulatory Authorities” means, as applicable, the securities regulatory authorities listed in “Appendix C” to NI 14-101.

“SEDAR+” means the System for Electronic Data Analysis and Retrieval+ or any system that replaces it.

“Series B First Preferred Shares” means the series of first preferred shares in the capital of the Company designated as “Series B First Preferred Shares”.

“Settled Claim” means any claim for indemnification under Article 6 that:

“Shareholder” means a registered or beneficial holder of Company Shares, as the context requires, but excluding the Purchaser for the purposes of Article 6 (unless otherwise stated therein) and Section 8.1.

“Shareholders’ Representative Escrow Account” has the meaning given to it in Section 8.1(f).

“Shareholders’ Representative Escrow Agreement” means the escrow agreement between the Shareholders’ Representative and the Escrow Agent, to be entered into on the Effective Date, in form and substance satisfactory to the Company and the Shareholders’ Representative, each acting reasonably.

“Shareholders’ Representative Escrow Amount” means $50,000.

“Shareholders’ Representative Escrow Fund” means the Shareholders’ Representative Escrow Amount held in escrow under the Shareholders’ Representative Escrow Agreement, as increased by any earnings or decreased by any disbursements or losses on investments.

“Special Shares” means the special shares in the capital of the Company (not issuable in series).

“SRED Expenditures” has the meaning given to it in Section 4.8(b).

“SRED Returns” has the meaning given to it in Section 4.8(b).

“Stock Option Plan” means the stock option plan of the Company effective as of November 28, 2000, as amended from time to time.

“Stock Options” means the outstanding options to purchase Common Shares granted under the Stock Option Plan.

“Straddle Period” means any taxable period of the Company or any Company Subsidiary that begins before the Effective Date and ends after the Effective Date.

“Supporting Shareholders” means Grenadier and each Shareholder that is also a director or officer of the Company.

“Tail Policies” has the meaning given to it in Section 4.9(a).

“Tax Act” means the Income Tax Act (Canada).

“Tax Authority” means the Canada Revenue Agency and any other Governmental Authority having authority to impose Taxes and their respective successors, if any.

“Tax Proceeding” has the meaning given to it in Section 6.8(d)(ii).

“Tax Returns” means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in written, electronic or other form) and any amendments, schedules, attachments, supplements, appendices and exhibits thereto, which have been prepared or filed or are required to be prepared or filed in respect of Taxes.

“Taxes” includes:

“Third Party Claim” has the meaning given to it in Section 6.8(a).

“Threshold” has the meaning given to it in Section 6.5(b)(i).

“Transaction Expenses” means all fees, costs and expenses incurred, accrued or to be paid by the Company or any Company Subsidiary in connection with the transactions contemplated in this Agreement, or any alternative transaction that was contemplated by any of them before entering into this Agreement, including:

“Transaction Personal Information” means Personal Information in the possession, custody or control of the Company or any Company Subsidiary, including Personal Information about Company Employees, contractors, suppliers, customers, directors, officers, shareholders or other securityholders that is or will be disclosed to the Purchaser prior to the Effective Time by the Company, or collected by the Purchaser prior to the Effective Time from the Company, in either case in connection with the Arrangement.

“Upward Adjustment” has the meaning given to it in Section 2.11(d).

“Voting Agreements” means, collectively, the voting agreements dated as of the date hereof between the Purchaser and each Supporting Shareholder setting out the terms and conditions upon which they have agreed, among other things, to vote their Company Shares in favour of the Arrangement Resolution, and “Voting Agreement” means any one of them.

In this Agreement, unless there is something in the subject matter or context inconsistent therewith, words importing the singular number only (including defined terms) include the plural and vice versa and words importing a gender include all genders and, in each case, the rest of any sentence including such words is to be construed as if the necessary grammatical changes had been made.

In this Agreement, unless otherwise specified:

The inclusion of a table of contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and are not to affect or be used in the construction or interpretation of this Agreement.

All monetary amounts in this Agreement, unless otherwise specified, are stated in Canadian currency.

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of the Company, it is deemed to refer to the actual or constructive knowledge of the Chief Executive Officer or the Chief Financial Officer of the Company, in each case after reasonable inquiry.

Except as otherwise specifically provided in this Agreement, any reference to a statute in this Agreement refers to that statute and the rules, regulations and ministerial orders made under that statute, as the same may, from time to time, be amended, re-enacted or replaced at any time.

The Parties and their counsel have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if drafted jointly by the Parties. No presumption or burden of proof should arise in favour of any Party by virtue of the authorship of any provision of this Agreement.

Article 2

The Arrangement

The Arrangement shall be implemented in accordance with and subject to the terms and on the conditions contained in this Agreement and the Plan of Arrangement.

As soon as is practicable following the execution of this Agreement, the Company shall bring a motion to the Court, in a manner acceptable to both the Company and the Purchaser, acting reasonably, for the Interim Order, which must provide, among other things:

If the Interim Order is obtained and the Arrangement Resolution is passed at the Company Meeting as provided for in the Interim Order, the Company shall take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order, as soon as reasonably practicable and, in any event, within five Business Days following the approval of the Arrangement Resolution at the Company Meeting.

In connection with all Proceedings relating to obtaining the Interim Order and the Final Order, the Company shall:

The Purchaser shall, on the Effective Date, deposit, or cause to be deposited:

(i) the Closing Indebtedness; (ii) the Transaction Expenses; and (iii) the Consideration (the “Closing Statement”), together with the calculations and backup information showing all of the amounts used to calculate the Closing Statement, as may be reasonably requested by the Shareholders’ Representative.

Each of the Purchaser, the Company, the Depositary and any other Person that makes a payment hereunder shall be entitled to deduct and withhold from the amounts otherwise payable to any Person under the Plan of Arrangement or any amount contemplated herein, such amounts as it is directed to deduct and withhold or is required to deduct and withhold with respect to such payment under the Tax Act or any provision of any Law and remit such deduction and withholding amount to the appropriate Tax Authority. To the extent that amounts are so properly deducted, withheld and remitted, such deducted, withheld and remitted amounts shall be treated for all purposes of this Agreement and the Arrangement as having been paid to such Person in respect of which such deduction and withholding and remittance was made.

Article 3

Representations and Warranties

The Purchaser represents and warrants to the Company as set out in Appendix D, and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

Grenadier represents and warrants to the Company as set out in Appendix E, and acknowledges and agrees that the Company is relying upon such representations and warranties in connection with the entering into of this Agreement.

Article 4

Covenants

Subject to Sections 4.3 and 4.4 (which set out the obligations of the Parties with respect to the matters covered therein), the Parties shall perform, and the Company shall cause the Company Subsidiaries to perform, all obligations required or desirable to be performed by them under this Agreement, cooperate with each other in connection therewith, and do all such other acts and things, consistent with the terms of this Agreement and the Plan of Arrangement, as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement, including using commercially reasonable efforts to satisfy the conditions precedent in this Agreement.

The Company shall give all notices to third parties (other than any Governmental Authority), and shall use commercially reasonable efforts to obtain, on terms acceptable to the Purchaser, acting reasonably, all consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations of any third parties (other than any Governmental Authority), in each case required pursuant to the terms of any Lease, Material Contract, Employee Material Contract, Contract with respect to an Employee Plan or applicable Law in connection with the transactions contemplated by this Agreement.

and acknowledges that such rights shall survive the Arrangement and shall continue in full force and effect in accordance with their terms for a period of not less than six years from the Effective Date. For a period of at least six years after the Effective Date, the Purchaser and the Company shall cause the Company Constating Documents to contain terms with respect to indemnification of the Company’s directors and officers that are no less favourable to the Company’s directors and officers than the terms contained in the Company Constating Documents on the date of this Agreement.

Article 5

Conditions

The Purchaser and the Company are not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective Time, which conditions may only be waived, in whole or in part, by the consent of the Purchaser and the Company:

The Purchaser is not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective Time, which conditions are for the exclusive benefit of the Purchaser and may only be waived, in whole or in part, by the Purchaser in its sole discretion:

The Company is not required to complete the Arrangement unless each of the following conditions is satisfied at or before the Effective Time, which conditions are for the exclusive benefit of the Company and may only be waived, in whole or in part, by the Company in its sole discretion:

Article 6

Indemnification

Nothing in this Article 6 will limit any covenant or agreement of the Parties that, by its terms or otherwise, contemplates performance after the Effective Time, all of which covenants and agreements will survive the Effective Time.

Subject to the terms and conditions of this Article 6 (including the limitations set out in this Article 6), if the Arrangement takes effect, the Shareholders (on a several (and not joint) basis, pro rata in accordance with their respective portions of the Consideration received) shall indemnify and hold harmless the Purchaser, the Company, the Company Subsidiaries, and each of their respective employees, directors, officers, representatives and Affiliates (collectively, the “Purchaser Indemnified Parties”) from and against any loss, liability, obligation, claim, damage, prosecution, judgment, penalty, fine, cost or expense (whether or not involving a third party claim), including costs and charges associated with any investigation and defence and the full amount of all legal fees (on a solicitor-client basis) and other professional fees (collectively, “Damages”), suffered by, imposed upon, or asserted against, the Purchaser or any other Purchaser Indemnified Parties as a result of, in respect of, connected with, or arising out of:

provided that, for greater certainty and subject to Section 6.8(k), this Section 6.3 shall not apply to Damages as a result of, in respect of, connected with, or arising out of Taxes of the Company or any Company Subsidiary for a taxation year or other Tax period other than a Pre-Closing Tax Period, and provided that, for purposes of the immediately preceding proviso, the Pre-Closing Reorganization shall be deemed to have occurred in a Pre-Closing Tax Period, and provided that this Section 6.3 shall not apply to any Taxes that arise solely as a result of any action taken, any election made, or transaction undertaken by the Purchaser, the Company or any Company Subsidiary after the Effective Time (other than actions taken, elections made or transactions undertaken that are (i) required or permitted by this Agreement, (ii) required by applicable Law, (iii) reflected in the Pre-Closing Tax Returns prepared and filed in accordance with Section 4.8(b), or (iv) consented to by the Shareholders’ Representative).

Subject to the terms and conditions of this Article 6 (including the limitations set out in this Article 6), if the Arrangement takes effect, the Purchaser shall indemnify and hold harmless each Shareholder from and against any Damages suffered by, imposed upon, or asserted against, such Shareholder as a result of, in respect of, connected with, or arising out of:

The party or parties making a claim under this Article 6 shall be referred to as the “Indemnified Party”, and the party or parties against whom such claims are asserted under this Article 6 shall be referred to as the “Indemnifying Party”. The indemnification provided for in this Article 6 will be subject to the following:

Except in the case of intentional misrepresentation or fraud, if the Arrangement takes effect the indemnification provisions set out in this Article 6 shall be the exclusive remedy of the Parties with respect to the specified indemnified matters set out in this Article 6, it being agreed that nothing herein shall limit or impair any Party’s right to obtain specific performance or other injunctive relief with respect to any such matter.

The Indemnified Party shall give the Indemnifying Party written notice of any claim for indemnification under this Article 6 that has not arisen in respect of a Third Party Claim (a “Direct Claim”). Any such notice will describe the breach or inaccuracy and other material facts and circumstances upon which such claim is based and the estimated amount of Damages involved, in each case, in reasonable detail in light of the facts then known to the Indemnified Party; provided however, that no defect in the information contained in such notice from the Indemnified Party to any Indemnifying Party will relieve such Indemnifying Party from any obligation under this Article 6, except to the extent such failure to include information known to the Indemnified Party actually and materially prejudices such Indemnifying Party. In the case of a Direct Claim, if the Indemnifying Party delivers a written notice to the Indemnified Party stating that it objects to such Direct Claim (a “Dispute Notice”) within 15 days of receipt of written notice of such Direct Claim, the Indemnifying Party will have 20 days from delivery of the Dispute Notice within which to make such investigation as the Indemnifying Party considers necessary or desirable. If the Direct Claim has not been resolved prior to the expiration of such 20-day period, the Indemnifying Party and the Indemnified Party will be free to pursue such remedies as may be available to them on the terms and subject to the provisions of this Agreement. If the Indemnifying Party does not deliver a Dispute Notice within 15 days of receipt of written notice of such Direct Claim, the Damages set out in such notice will be deemed admitted by, and be valid and binding upon, the Indemnifying Party.

the Indemnified Party may, upon notice to the Indemnifying Party, assume control of the defence, compromise or settlement of the Third Party Claim and retain counsel as, in its opinion, may appear advisable, the whole at the Indemnifying Party’s sole cost and expense, provided that in the case of a Tax Proceeding, the Purchaser may, or may cause the applicable Purchaser Indemnified Party to, settle, compromise, or otherwise dispose of the Tax Proceeding without consent of the Shareholders’ Representative or the Shareholders and without any obligation to mitigate any Damages that may be suffered or incurred.

Article 7

Termination

Article 8

Miscellaneous

Any such communication shall be deemed to have been given and received on the day on which it was so delivered or transmitted (if a Business Day, and if not, then the next succeeding Business Day) unless received after 5:00 pm (local time in the place of receipt) in which case it shall be deemed to have been given and received on the next Business Day.

A Party may change its address for service by notice given in accordance with the foregoing and any subsequent communication must be sent to such Party at its changed address.