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2014

Animas Resources Ltd.
Acquisition by Take-over Bid and Plan of Arrangement

We acted as counsel to Animas Resources Ltd. with respect to the acquisition by GoGold Resources Inc. of all of Animas’ outstanding common shares in April 2014.

The first step in the acquisition by GoGold was effected by a take-over bid on all of Animas’ outstanding common shares and share purchase warrants (the “Offer”), and included the successful defense by Animas of a competing take-over bid. Pursuant to the Offer, holders of Animas shares received $0.07 in cash and 0.0851 of a common share of GoGold for each Animas share (for a deemed offer price of $0.15 (the “Offer Price”)), and holders of Animas warrants received one GoGold share for each $0.94 of cumulative in-the-money value of warrants, calculated using the Offer Price. Following completion of the Offer, GoGold acquired all of the remaining Animas shares and options by way of plan of arrangement under the Business Corporations Act (British Columbia) for consideration substantially similar to that under the Offer. All outstanding convertible securities were then cancelled and Animas was delisted from the TSX Venture Exchange.

We have acted as general counsel to Animas since its listing on the TSX Venture Exchange as a capital pool company. Animas is a Canadian-based mineral resource company with properties in Mexico and Canada. GoGold’s shares are listed on the Toronto Stock Exchange under the symbol “GGD”.