The Multiple Voting Shares are convertible shares at the option of each individual shareholder at any time into Subordinate Voting Shares at a rate of one (1) Multiple Voting Share for one hundred (100) Subordinate Voting Shares.   At all meetings of shareholders, shareholders are entitled to cast one hundred (100) votes for each one (1) Multiple Voting Share.  Dividend and liquidation rights for each Multiple Voting Share are correspondingly one hundred times the dividend and liquidation rights for each Subordinate Voting Share.

KWG Resources Inc.