Pursuant to the Amalgamation, Huayra and Angel AcquisitionCo will amalgamate and the amalgamated company will become a wholly - owned subsidiary of Angel and Angel will acquire all of the 40,388,565 Class A common shares of Huayra that are expected to be issued and outstanding immediately prior to the implementation of the Amalgamation in exchange for a like number of post-Subdivision common shares of Angel at
a deemed issue price per share of not less than Cdn.