Ann: CHN ASIC Waiver , page-2

Pursuant to the Arrangement, Chalice will directly or indirectly acquire all of the issued and outstanding shares of Coventry's subsidiaries, Coventry Resources Ontario Inc.,

Coventry Rainy Inc., 2235411 Ontario Inc. and Cameron Gold Operations Ltd., from Coventry in exchange for 46,000,000 fully paid ordinary shares in the capital of Chalice ("Consideration Shares"); and (ii) Coventry will distribute the Consideration Shares to the Coventry Shareholders on a pro rata basis as a return of capital. For the Arrangement to proceed, it must be approved by not less than two-thirds (2/3) of the votes cast by Coventry Shareholders, in person or by proxy at the Meeting.


The Board of Directors of Coventry has unanimously concluded that the Arrangement is in the best
interests of Coventry and the Coventry Shareholders..


All of the directors and officers of Coventry and certain other Coventry Shareholders, who collectively hold approximately 28.28% of the outstanding Coventy Shares (on a non-diluted basis), have signed support agreements pursuant to which they have agreed to vote their respective Coventry Shares held by them in favour of the Arrangement.

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