SCHEDULE "A"
CAPITAL REORGANIZATION
SPECIAL RESOLUTION OF THE SHAREHOLDERS
OF KWG RESOURCES INC.
WHEREAS the authorized share capital of the Corporation consists of an unlimited number of shares classified as common shares (the "Common Shares");
AND WHEREAS the Corporation proposes (i) to re-classify each outstanding Common Share as a "Subordinate Voting Share", (ii) to increase its authorized share capital by creating "Multiple Voting Shares" and (iii) to provide those classes of shares with the rights and restrictions set out in amended Articles as hereinafter provided;
BE IT HEREBY RESOLVED AS A SPECIAL RESOLUTION THAT:
1. the Corporation be authorized to amend its Articles under Section 173 of the Canada Business Corporations Act to:
(i) create a new class of convertible shares to be classified as "Multiple Voting Shares" in an unlimited number with the rights, privileges, restrictions and conditions described in Exhibit I to this special resolution, which rights, privileges, restrictions and conditions shall be annexed to the Articles; and
(ii) change the classification of each Common Share, whether issued or unissued, into a convertible "Subordinate Voting Share" and to change the rights, privileges, restrictions and conditions of such shares to the rights, privileges, restrictions and conditions described in Exhibit I to this special resolution, which rights, privileges, restrictions and conditions shall be annexed to the Articles;
such that the authorized share capital of the Corporation shall consist of an unlimited number of convertible shares of a class classified as Multiple Voting Shares and an unlimited number of convertible shares of a class classified as Subordinate Voting Shares (collectively, the "Capital Resolution Amendment");
2. notwithstanding that this resolution has been duly passed by the shareholders of the Corporation or has received the approval of all applicable exchange and regulatory authorities, the board of directors may, in its sole discretion, determine not to proceed with the Capital Resolution Amendment or revoke this resolution at any time prior to the filing of the articles of amendment, without further approval of the shareholders of the Corporation; and
3. any director or officer of the Corporation is hereby authorized to execute and deliver articles of amendment and to do all things and execute and deliver all such other instruments and documents as such person may determine to be necessary or desirable to give effect to this resolution and carry out the foregoing, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination.
