Reasons for the Arrangement
The Board believes that the current market price of the Shares does not adequately reflect the underlying value of its
British Columbia mineral properties. The formation of Havilah to hold the Spin-Off Properties will allow
management of St. Elias to focus entirely on the exploration and development of its Peruvian properties, and free
management of Havilah to facilitate separate fundraising, exploration and mining strategies that will be required to
move the Spin-Off Properties forward. In addition, St. Elias believes that the creation of two separate public
companies dedicated to the pursuit of their respective businesses will focus the efforts of each company, provide
Shareholders with additional investment flexibility and also better reflect the value of all of St. Elias’ current assets,
including the Spin-Off Properties.

The words above came from pg 15 of the Oct 2011 circular.