EX-4.1
from 20FR12G
16 pages
81 Arrangement Agreement This Arrangement Agreement Dated as of the __2__ Day of November, 2009. Between: Arris Resources Inc., a Corporation Existing Under the Laws of British Columbia, With a Head Office at 1250 West Hastings Street, Vancouver, British Columbia V6e 2m4 ("Arris") And: CLI Resources Inc., a Corporation Existing Under the Laws of British Columbia, With a Head Office at 1250 West Hastings Street, Vancouver, British Columbia V6e 2m4 ("CLI") And: QMI Seismic Inc., a Corporation Existing Under the Laws of British Columbia, With a Head Office at 1250 West Hastings Street, Vancouver, British Columbia V6e 2m4 ("Qmi") And: Arris Holdings Inc., a Corporation Existing Under the Laws of British Columbia, With a Head Office at 1250 West Hastings Street, Vancouver, British Columbia V6e 2m4 ("Ahi") Whereas: A. Arris and CLI, Qmi and Ahi Have Agreed to Proceed With a Corporate Restructuring by Way of a Statutory Plan of Arrangement Pursuant to Which: (I) the Assets Will Be Transferred to CLI, Qmi and Ahi in Exchange for Common Shares of CLI and Qmi; (II) Arris Will Reorganize Its Capital; and (III) Arris Will Distribute the Common Shares of CLI, Qmi and Ahi Which It Receives in Exchange for the Assets to the Arris Shareholders; B. Arris Proposes to Convene a Meeting of the Arris Shareholders to Consider the Arrangement Pursuant to the Arrangement Provisions of the Bcbca, on the Terms and Conditions Set Forth in the Plan of Arrangement Attached as Exhibit II Hereto; and C. Each of the Parties to This Agreement Has Agreed to Participate in and Support the Arrangement
12/34/56
