EXHIBIT 99.1

This Notice and Management Information Circular and the accompanying materials require your immediate attention

If you are in doubt as to how to deal with these documents or the matters to which they refer,
please consult a professional advisor.

ROLLING ROCK RESOURCES CORPORATION

AMALGAMATION INVOLVING

ROLLING ROCK RESOURCES CORPORATION,

MEGA PRECIOUS METALS INC.,

AND

0893573 B.C. LTD., A WHOLLY-OWNED SUBSIDIARY OF

MEGA PRECIOUS METALS INC.

NOTICE AND MANAGEMENT INFORMATION CIRCULAR FOR THE

SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON DECEMBER 7, 2010

November 5, 2010

Neither the TSX Venture Exchange nor any securities regulatory authority has in any way

passed upon the merits of the transactions described herein

ROLLING ROCK RESOURCES CORPORATION

CORPORATE DATA	Head Office #602 - 570 Granville Street Vancouver, British Columbia  V6C 3P1 Registered and Records Office Unit 1 - 15782 Marine Drive White Rock, British Columbia  V4B 1E6
	Directors and Officers Scott Angus – Director and President and Chief Executive Officer Dwane Brosseau – Director Kevin Bullock – Director Ian MacLean – Director Doris Meyer – Chief Financial Officer and Corporate Secretary Len Goldsmith – Controller
	Registrar and Transfer Agent Computershare Investor Services Inc. 2nd Floor, 510 Burrard Street Vancouver, British Columbia  V6C 3B9
	Auditor Davidson & Company LLP, Chartered Accountants 1200 - 609 Granville Street P.O. Box 10372, Pacific Centre Vancouver, British Columbia  V7Y 1G6
	Listing TSX Venture Exchange Symbol “RLL”

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Meeting”) of Rolling Rock Resources Corporation (the “Company”) will be held at the offices of our legal counsel, Axium Law Corporation, Suite 3350, 1055 Dunsmuir Street, Vancouver, British Columbia, on Tuesday, the 7th day of December, 2010 at the hour of 9:00 a.m. (Vancouver time) for the following purposes:

·   to consider and, if deemed advisable, to pass, with or without variation, a special resolution, the full text of which is attached as Schedule “A” (the “Amalgamation Resolution”) to the accompanying management information circular of the Company (the “Circular”), approving the amalgamation (the “Amalgamation”) under section 269 of the Business Corporations Act (British Columbia) (the “BCBCA”) of the Company and 0893573 B.C. Ltd. (“Mega Subco”), a wholly-owned subsidiary of Mega Precious Metals Inc. (“Mega”), the purpose of which is to effect, among other things, the acquisition by Mega of all of the issued and outstanding common shares of the Company (the “Shares”) in exchange for common shares of Mega (the “Mega Shares”) on the basis of 0.4 of a Mega Share for each one Share, as well as certain related transactions, all as more particularly set forth in the accompanying Circular;

·   to consider, and if deemed advisable, to pass an ordinary resolution to approve an amendment to the terms of the outstanding stock options of the Company, all as more particularly set forth in the accompanying Circular; and

·   to transact such further or other business as may properly come before the Meeting and any adjournment or postponement thereof.

The accompanying Circular provides additional information relating to the matters to be addressed at the Meeting and is deemed to form part of this Notice.

Shareholders of the Company (the “Shareholders”) are entitled to vote at the Meeting either in person or by proxy.  Those who are unable to attend the Meeting are requested to read, complete, sign, date and deliver the enclosed form of proxy in accordance with the instructions set out in the proxy and in the Circular accompanying this Notice.  Please advise the Company of any change in your mailing address.

The board of directors of the Company has fixed Wednesday, October 27, 2010 as the record date (the “Record Date”) for determining Shareholders who are entitled to receive notice of, and to vote at, the Meeting and any adjournment or postponement thereof.  Only Shareholders whose names have been entered in the register of Shareholders as at the close of business on the Record Date will be entitled to receive notice of the Meeting and to attend and vote at the Meeting.

Pursuant to section 238 of the BCBCA, the Shareholders may give the Company, not less than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time of the Meeting, a notice of dissent in accordance with the provisions of sections 237 to 247 of the BCBCA, by delivery to or by registered mail addressed to the Company at Unit 1 – 15782 Marine Drive, White Rock, BC V4B 1E6, to the attention of the

-i-

Corporate Secretary of the Company, with respect to the Amalgamation Resolution.  As a result of giving a notice of dissent you may, on receiving a notice of the implementation of the Amalgamation Resolution, require the Company to purchase all of your Shares in respect of which the notice of dissent was given.  The right of dissent and the provisions of the BCBCA are described in the Circular under the heading “Dissenting Shareholders’ Rights”.

Failure to strictly comply with the requirements set forth in sections 237 to 247 of the BCBCA in respect of the Amalgamation Resolution may result in the loss of any right of dissent.  Non-Registered Shareholders who are beneficial owners of Shares registered in the name of an Intermediary who wish to dissent should be aware that only the Registered Shareholders of such Shares are entitled to dissent.  Accordingly, a beneficial owner of Shares desiring to exercise the right of dissent must make arrangements for the Shares beneficially owned to be registered in their name prior to the time the notice of dissent to the Amalgamation Resolution as aforesaid is required to be received by the Company or, alternatively, make arrangement for the registered holder of such Shares to dissent on their behalf.  Furthermore, a person desiring to exercise the right of dissent must dissent with respect to all of the Shares of which the Shareholder is both the registered owner and the beneficial owner, and cause each Shareholder who is a registered Shareholder of any other Shares of which the person is a beneficial owner to dissent with respect to all of those Shares.

The Circular provides additional information relating to the matters to be dealt with at the Meeting and is deemed to form part of this Notice.  Any adjourned or postponed meeting resulting from an adjournment or postponement of the Meeting will be held at a time and place to be specified either by the Company before the Meeting or by the Chairman at the Meeting.

DATED at Vancouver, British Columbia this 5th day of November, 2010

BY ORDER OF THE BOARD

ROLLING ROCK RESOURCES CORPORATION

“Scott Angus”

President, Chief Executive Officer and Director

-ii-

TABLE OF CONTENTS

		Page
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS		i
GLOSSARY OF TERMS		v
NOTICE TO UNITED STATES SHAREHOLDERS		x
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION		xii
REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES		xiii
METRIC EQUIVALENTS		xiii
INFORMATION CONTAINED IN THIS CIRCULAR		xiii
INFORMATION PERTAINING TO MEGA		xiii
SUMMARY		xiv
GENERAL INFORMATION RESPECTING THE MEETING		1
	Time, Date and Place	1
GENERAL PROXY INFORMATION		1
	Who can Vote?	1
	Voting by Proxy	2
	Non-Registered Shareholders	3
	Voting Shares and Principal Holders Thereof	3
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON		4
INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS		4
DIRECTORS AND EXECUTIVE OFFICERS		5
PRIOR SALES		5
DIVIDENDS		6
AUDITOR		6
MANAGEMENT CONTRACTS		6
ADDITIONAL INFORMATION		6
PARTICULARS OF MATTERS TO BE ACTED UPON		6
	Proposed Amalgamation with Mega Subco	6
	Proposed Amendment to Existing Options	6
THE AMALGAMATION		7
	Shareholder Approvals of Amalgamation Resolution	7
	Background to the Amalgamation	7
	Related Party Transaction	8
	Reasons and Benefits of the Amalgamation	8
	The Fairness Opinion	9
	Support by Principal Shareholders	10
	Recommendation of the Rolling Rock Board	11
	Terms of the Amalgamation	12
	Effective Date of the Amalgamation	13
	Share Exchange Procedures	13
	Fees, Costs and Expenses	15
	Treatment of Options, Warrants and Finder’s Options	15
	Risk Factors in Relation to the Amalgamation	15
THE BUSINESS COMBINATION AGREEMENT		15
	General	16
	Exchange Ratio	16
	Conditions Precedent to the Amalgamation	16
	Non-Solicitation Covenant	19
	Ability to Accept a Superior Proposal	20
	Right to Match	20
	Reaffirmation of Recommendation by the Rolling Rock Board	20
	Termination of the Business Combination Agreement	20
	Termination Fee	21
	Representations and Warranties	22
	Conduct of Business	22
	Other Covenants	22

-iii-

TABLE OF CONTENTS
(continued)

		Page
STOCK EXCHANGE LISTING AND APPROVAL		22
DISSENTING SHAREHOLDERS’ RIGHTS		23
PRINCIPAL LEGAL MATTERS		25
	Shareholder Approvals	25
	Regulatory Matters	25
	Stock Exchange Approvals	25
RISK FACTORS OF THE AMALGAMATION		25
SECURITIES LAW CONSIDERATIONS		27
	Canadian Securities Law Considerations	27
r	United States Securities Law Considerations	27
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS		29
	General	29
	Shareholders Resident in Canada	29
	Eligibility for Investment	33
	Shareholders Not Resident in Canada	33
INFORMATION CONCERNING MEGA PRECIOUS METALS INC.		36
PROPOSED AMENDMENT TO EXISTING OPTIONS		36
APPROVAL OF ROLLING ROCK RESOURCES CORPORATION		38
CONSENT OF DUNDEE SECURITIES CORPORATION		39
CONSENT OF GRANT THORNTON LLP CHARTERED ACCOUNTANTS		40
SCHEDULES:
SCHEDULE “A” AMALGAMATION RESOLUTION		A-1
SCHEDULE “B” AMALGAMATION AGREEMENT		B-1
SCHEDULE “C” SECTIONS 237 – 247 OF THE BCBCA		C-1
SCHEDULE “D” FAIRNESS OPINION		D-1
SCHEDULE “E” UNAUDITED PRO-FORMA FINANCIAL STATEMENTS		E-1
SCHEDULE “F” INFORMATION CONCERNING MEGA		F-1
ENCLOSURES:
FORM OF PROXY RELATING TO THE MEETING
LETTER OF TRANSMITTAL
RETURN ENVELOPE

-iv-

 

GLOSSARY OF TERMS

“Acquisition Proposal” means, other than from or with Mega or a Mega Subsidiary, any merger, amalgamation, statutory arrangement, recapitalization, take-over bid, joint venture, sale of material properties or assets (including, without limitation, the sale of all or any part of the Monument Bay Property or the Domain Property), any lease, long-term supply agreement or other arrangement having the same economic effect as a sale of any such material properties or assets, any sale or grant of a royalty or similar type of transaction with respect to the Monument Bay Property or the Domain Property, any liquidation, winding-up, sale or redemption of a material number of shares or rights or interests therein or thereto or any similar transaction involving the Company, or any other similar transaction which would, or could, impede the completion of the Amalgamation or any of the other transactions contemplated in the Business Combination Agreement or a written inquiry or proposal to do so, excluding the Amalgamation and the other transactions contemplated hereby.

“Amalgamating Companies” means the Company and Mega Subco.

“Amalgamation” means the amalgamation of the Company and Mega Subco pursuant to section 269 of the BCBCA to form Mergeco, on the terms and conditions set forth in the Business Combination Agreement and the Amalgamation Agreement.

“Amalgamation Agreement” means the amalgamation agreement to be entered into prior to the Effective Time among the Company, Mega and Mega Subco pursuant to subsection 270(1) of the BCBCA with respect to the Amalgamation, substantially in the form set out in Schedule “B” hereto, including the schedules attached thereto, as the same may be amended from time to time.

“Amalgamation Resolution” means the special resolution of the Shareholders approving the Amalgamation and adopting the Amalgamation Agreement substantially in the form and content as set out in Schedule “A” hereto.

“Applicable Securities Laws” means the Securities Act (Ontario) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins, orders and notices of the securities commissions and similar regulatory authorities of each of the provinces and territories of Canada, U.S. Securities Laws and the published rules and policies of the TSXV.

“BCBCA” means the Business Corporations Act (British Columbia), as amended.

“Business Day” means a day which is not a Saturday, a Sunday or a civic or statutory holiday in either Toronto, Ontario or Vancouver, British Columbia.

“Business Combination Agreement” means the business combination agreement dated October 29, 2010 among the Company, Mega and Mega Subco providing for the Amalgamation, including the schedules attached thereto, as the same may be supplemented or amended from time to time.

“Canadian GAAP” means generally accepted accounting principles determined with reference to the Handbook of the Canadian Institute of Chartered Accountants, as amended from time to time.

“CIM Standards” means the CIM Definition Standards on Mineral Resources and Mineral Reserves adopted by the CIM Council of the Canadian Institute of Mining, Metallurgy and Petroleum on December 11, 2005.

“Circular” means this management information circular, including the Notice of Meeting and all schedules attached hereto and all documents incorporated by reference herein, and all amendments hereof.

“Company” means Rolling Rock Resources Corporation, a company existing under the laws of the Province of British Columbia.

“CRA” means the Canada Revenue Agency.

-v-

“Depositary” means Computershare Investor Services Inc., being the depository appointed by Mega for the purpose of, among other things, exchanging certificates representing Shares for certificates representing Mega Shares in connection with the Amalgamation.

“Dissent Notice” means the written objection of a Registered Shareholder to the Amalgamation Resolution, submitted to the Company in accordance with the Dissent Procedures.

“Dissent Procedures” means the dissent procedures required to be followed in order to exercise Dissent Rights, as described under the heading “Dissenting Shareholders’ Rights” in this Circular.

“Dissent Rights” means the right of a Registered Shareholder to dissent in respect of the Amalgamation in compliance with the Dissent Procedures, as described under the heading “Dissenting Shareholders’ Rights” in this Circular.

“Dissent Shares” means the number of Shares in respect of which a Dissent Notice is given.

“Dissenting Shareholder” means a Registered Shareholder who exercises Dissent Rights with respect to the Amalgamation in strict compliance with the Dissent Procedures.

“Domain Property” means the Domain gold project located in northern Manitoba in which the Company holds a 65% joint venture interest.

“Effective Date”means the date shown on the certificate of amalgamation issued by the Registrar under the BCBCA in respect of the Amalgamation, which will be the fifth Business Day after the later of (i) the date of the Shareholder Approvals and (ii) the acceptance of the TSXV, in respect of Mega and the Company, required to close the Amalgamation, or such other date as the Company, Mega and Mega Subco may agree.

“Effective Time” means the time when the Amalgamation will be deemed to have been completed, which shall be 12:01 a.m., Vancouver time, on the Effective Date.

“Encumbrance” means any mortgage, hypothec, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by law, contract or otherwise) capable of becoming any of the foregoing.

“Engagement Letter” means the letter agreement dated October 6, 2010 between the Company and the Financial Advisor pursuant to which the Company has retained the Financial Advisor to provide the Fairness Opinion.

“Exchange Ratio” means 0.4 (being 0.4 of a Mega Share in exchange for each one Share held).

“Fairness Opinion” means the initial verbal and subsequent written opinion of the Financial Advisor that the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation is fair, from a financial point of view, to the Shareholders (other than Mega and its affiliates), subject to the limitations and qualifications set out in such opinion, a copy of which is attached hereto as Schedule “D”.

“Financial Advisor” means Dundee Securities Corporation in its capacity as financial advisor providing the Fairness Opinion to the Rolling Rock Board.

“Finder’s Options” means the options to acquire units of the Company (with each unit consisting of one Share and one Warrant).

“Foreign Private Issuer” means “foreign private issuer” as defined in Rule 405 of the regulations under the 1933 Act.

“Former Shareholder” means, after the Effective Time, a person who was a Shareholder immediately prior to the Effective Time.

-vi-

“Governmental Entity”means any applicable (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, agency, domestic or foreign, (ii) any subdivision, agent, commission, board or authority of any of the foregoing, or (iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing.

“Intermediary” includes a broker, investment dealer, bank, trust company, nominee or other person or company acting as intermediary of a Non-Registered Shareholder.

“ITA” means the Income Tax Act (Canada), as amended, and the regulations thereunder, as amended.

“Letter Agreement” means the initial agreement dated September 23, 2010 between the Company and Mega with respect to the Amalgamation, which was superseded and replaced by the Business Combination Agreement.

“Letter of Transmittal” means the letter of transmittal accompanying this Circular, for use by Registered Shareholders in depositing with the Depositary certificates representing Shares.

“Material Adverse Change” means, in respect of Mega and the Mega Subsidiaries, the Company, the Monument Bay Property, any one or more changes, events or occurrences, and “Material Adverse Effect” means, in respect of Mega and the Mega Subsidiaries, the Company or the Monument Bay Property, any state of facts, which, in any case, either individually or in the aggregate, are, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, prospects, properties, assets, liabilities or financial condition of Mega and the Mega Subsidiaries on a consolidated basis, or of the Company, or the right to explore, develop or exploit the Monument Bay Property, respectively, other than any change, effect, event or occurrence (i) relating to the global economy or securities markets in general, (ii) affecting the worldwide mining industry in general and which does not have a materially disproportionate effect on Mega and the Mega Subsidiaries on a consolidated basis, or on the Company or the Monument Bay Property, respectively, (iii) resulting from changes in the price of gold or other minerals, (iv) relating to the rate at which currencies can be exchanged, or (v) a change in the trading price of the Mega Shares or the Shares following and reasonably attributable to the disclosure of the Amalgamation and the other transactions contemplated herein.

“Meeting” means the special meeting of Shareholders to be held on December 7, 2010 at 9:00 a.m. (PST), and any adjournment or postponement thereof, for the purposes of considering and, if deemed advisable, approving, among other things, the Amalgamation Resolution.

“Mega” means Mega Precious Metals Inc., a corporation existing under the laws of the Province of Ontario.

“Mega AIF” means the annual information form of Mega dated October 27, 2010 for the year ended December 31, 2009 which was filed under Mega’s corporate profile on SEDAR at www.sedar.com and is incorporated by reference herein;

“Mega Board” means the board of directors of Mega.

“Mega Replacement Options” means, subject to the terms of the Business Combination Agreement, the fully-vested option granted by Mega for which each Option outstanding immediately prior to the Effective Time, whether vested or not, shall be exchanged to acquire that number of Mega Shares equal to the product of (A) the number of Shares subject to the Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per Mega Share subject to any Mega Replacement Option shall be equal to the quotient of (A) the exercise price per Share subject to such Option immediately before the Effective Time divided by (B) the Exchange Ratio.  Notwithstanding the acceleration provisions set out in section 10 of the Option Plan and subject to the approval of the Shareholders and the final approval of the TSXV, each Mega Replacement Option shall be exercisable until the earlier of (A) the original expiry date of the Option exchanged therefor, and (B) the later of (i) the date that is six months after the Effective Date, and (ii) the date the holder of the Mega Replacement Option ceases to be an eligible participant under the stock option plan of Mega.  Except as set out above, the terms of each Mega Replacement Option shall be the same as the Option exchanged therefor.

“Mega Shares” means the common shares which Mega is authorized to issue as presently constituted.

-vii-

“Mega Subco” means 0893573 B.C. Ltd., a wholly-owned subsidiary of Mega.

“Mega Subsidiaries” means Skybridge Development Corp., Alyris Gold Corporation and Mega Subco collectively, and “Mega Subsidiary” refers to any one of them;

“Mergeco” means the company formed pursuant to the Amalgamation.

“MI 61-101” means Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators.

“Monument Bay Property” means the Monument Bay project located in northeastern Manitoba in which the Company holds a 100% interest.

“NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators.

“NI 54-101” means National Instrument 54-101 – Communication with Non-Registered Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators.

“Non-Registered Shareholder” means a Shareholder whose Shares are held through an Intermediary.

“Notice of Meeting” means the notice of special meeting accompanying this Circular.

“Option Plan” means the option plan of the Company originally approved by the Rolling Rock Board on January 6, 2006 and by the Shareholders on June 28, 2006.

“Options” means the incentive stock options issued by the Company pursuant to the Option Plan.

“Party” means any one of the Company, Mega or Mega Subco and “Parties” means more than one of them as the context requires.

“person” means any individual, corporation, firm, partnership (including, without limitation, a limited partnership), sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, Governmental Entity, tribunal or other legal entity.

“Record Date” means the record date for the Meeting, being October 27, 2010.

“Registered Shareholder” means a registered holder of Shares as recorded in the shareholder register of the Company maintained by the Transfer Agent.

“Registrar” means the Registrar of Companies appointed under Section 400 of the BCBCA.

“Rolling Rock Board” means the board of directors of the Company.

“Rule 802” means Rule 802 as adopted by the SEC under the regulations of the 1933 Act and the 1934 Act.

“SEC” means the United States Securities and Exchange Commission.

“SEDAR” means the System for Electronic Document Analysis and Retrieval.

“Shareholders” means, at any time, the holders of Shares.

“Shareholder Approvals” means, collectively, (i) the approval of the Amalgamation Resolution by not less than 66⅔% of the votes cast thereon by the Shareholders present in person or represented by proxy at the Meeting in accordance with the BCBCA and the articles of the Company, and (ii) the approval of the Amalgamation Resolution by a majority of the votes cast thereon by the Shareholders present in person or represented by proxy at the Meeting,

-viii-

excluding the votes cast thereon that are required to be excluded in accordance with the minority approval requirements of MI 61-101.

“Shares” means common shares in the capital of the Company.

“Subsidiary” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof and shall include any body corporate, partnership, joint venture or other entity over which such specified body corporate exercises direction or control or which is in a like relation to such a body corporate, excluding any body corporate in respect of which such direction or control is not exercised by the specified body corporate as a result of any existing contract, agreement or commitment.

“Superior Proposal” means any bona fide written Acquisition Proposal, other than the Amalgamation, that the Rolling Rock Board determines in good faith (based upon the oral or written advice of the Financial Advisor and after consultation with outside legal counsel) (i) is reasonably capable of being completed without undue delay, taking into account all legal, financial, regulatory and other aspects of such proposal and the person making such proposal, (ii) is not subject to a due diligence condition, (iii) is made to all Shareholders in compliance with Applicable Securities Laws, (iv) is not conditional on obtaining financing, and (v) would, if completed in accordance with its terms, result in a transaction more favourable to the Shareholders, from a financial point of view, than the Amalgamation;

“Support Agreements” means the support agreements dated October 29, 2010 and made between Mega and the Supporting Shareholders.

“Supporting Shareholders” means Pinetree Capital Ltd. and all of the directors and officers of the Company.

“Termination Fee” has the meaning ascribed to it in the section titled “The Business Combination Agreement  – Termination Fee” in this Circular.

“Transfer Agent” means Computershare Investor Services Inc., transfer agent for the Shares, at its principal office in Vancouver, British Columbia.

“TSXV” means the TSX Venture Exchange.

“TSXV Policy 5.9” means policy 5.9 of the TSXV – Protection of Minority Security Holders in Special Transactions which incorporates MI 61-101.

“United States” means “United States” as defined in Rule 800(i) of the regulations under the 1933 Act.

“US GAAP” means generally accepted according principles as applied in the United States.

“U.S. Holder” means “U.S. holder” as defined in Rule 800(h) of the regulations under the 1933 Act.

“U.S. Securities Laws” means the 1933 Act, the 1934 Act, together with the applicable blue sky or securities legislation in the states of the United States.

“Warrants” means common share purchase warrants of the Company.

“1933 Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder.

“1934 Act” means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated from time to time thereunder.

-ix-

NOTICE TO UNITED STATES SHAREHOLDERS

THE MEGA SHARES AND MEGA REPLACEMENT OPTIONS TO BE ISSUED IN CONNECTION WITH THE AMALGAMATION HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES OR PROVINCE OF CANADA, NOR HAS THE SEC NOR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE OR PROVINCE OF CANADA PASSED ON THE FAIRNESS OR MERITS OF THE AMALGAMATION OR THE ADEQUACY OR ACCURACY OF THIS CIRCULAR. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

The Mega Shares and Mega Replacement Options to be issued under the Amalgamation have not been registered under the 1933 Act or the securities laws of any state of the United States.  Such securities are being issued in reliance on the exemption from registration set forth in Rule 802 and exemptions provided under the securities laws of each applicable state of the United States.  Rule 802 provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more outstanding securities where:

·     the subject company (the Company in this transaction) is a Foreign Private Issuer;

·     U.S. Holders  hold no more than 10 percent of the securities that are the subject of the business combination;

·     U.S. Holders participate in the business combination on terms at least as favorable as those offered to any other holder of the subject securities;

·     the issuer publishes or otherwise disseminates an informational document to the holders of the subject securities in connection with the business combination complying with disclosure requirements set forth in Rule 802; and

·     the issuer furnishes the informational document, including any amendments thereto, to the SEC on Form CB together with a Form F-X  to appoint an agent for service in the United States.

This Circular is being filed with the SEC on Form CB.

The Company is a corporation existing under the laws of the Province of British Columbia, Canada.  The Amalgamation is made for the exchange of securities of Foreign Private Issuers.  The solicitation of proxies and the transactions contemplated in this Circular involve securities of a Canadian issuer and are being effected in accordance with Canadian corporate and securities laws.  The solicitation of proxies is not subject to the requirements of Section 14(a) of the 1934 Act.  Accordingly, this Circular has been prepared in accordance with applicable Canadian disclosure requirements.  Residents of the United States should be aware that such requirements differ from such requirements under U.S. securities laws relating to United States companies.

You should be aware that the issuer may purchase securities otherwise than under the offer, such as in open market or privately negotiated transactions.

It may be difficult for you to enforce your rights or to bring any claim arising under the U.S. federal securities laws, since the Company is organized under the laws of the Province of British Columbia, Canada and Mega is organized under the laws of the Province of Ontario, Canada, that some or all of their officers and certain directors and the experts named herein may be resident in jurisdictions outside the United States, and that all or a substantial portion of the assets of the Company and Mega and such persons are located outside the United States.  As a result, it may be difficult or impossible for Shareholders in the United States to effect service of process within the United States upon Mega and the Company, their directors or officers, or the experts named herein, or to realize against them upon judgments of courts of the United States predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.  In addition, Shareholders should not assume that the courts of Canada: (a) would enforce judgments of United States courts obtained in actions against such

-x-

persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States; or (b) would enforce, in original actions, liabilities against such persons predicated upon civil liabilities under the federal securities laws of the United States or “blue sky” laws of any state within the United States.

Likewise, information in this Circular or in the documents incorporated by reference herein concerning the properties and operations of the Company and of Mega has been prepared in accordance with Canadian standards under applicable Canadian securities laws, which differ from the requirements of U.S. securities laws.  The terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” used in this Circular or in the documents incorporated by reference herein are Canadian mining terms as defined in accordance with NI 43-101 under guidelines set out in the CIM Standards.

While the terms “mineral resource”, “measured mineral resource”, “indicated mineral resource” and “inferred mineral resource” are recognized and required by Canadian securities regulations, they are not recognized by the SEC.  Under United States standards, mineralization may not be classified as a “reserve” unless the determination has been made that the mineralization could be economically and legally produced or extracted at the time the reserve determination is made.  “Inferred mineral resource” has a great amount of uncertainty as to its existence, as to whether it can be mined and as to its economic and legal feasibility, except in rare cases.  It cannot be assumed that all or any part of an “inferred mineral resource” will ever be upgraded to a higher category.  Under Canadian securities regulations, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies, except in rare cases.  Readers are cautioned not to assume that all or any part of measured or indicated resources will ever be converted into mineral reserves.  Readers are also cautioned not to assume that all or any part of an “inferred mineral resource” exists, or is economically or legally mineable.  Disclosure of contained ounces is permitted disclosure under Canadian regulations; however, the SEC normally only permits issuers to report resources as in place tonnage and grade without reference to unit measures.  As such, certain information contained in this Circular or in the documents incorporated by reference herein concerning descriptions of mineralization and resources under Canadian standards may not be comparable to similar information made public by U.S. companies subject to reporting and disclosure requirements of the SEC.

In addition, the definitions of “proven mineral reserves” and “probable mineral reserves” under CIM standards differ in certain respects from the U.S. standards.

Financial statements included or incorporated by reference herein have been prepared in accordance with Canadian GAAP and are subject to auditing and auditor independence standards in Canada, which differ from U.S. GAAP and auditing and auditor independence standards in the U.S. in certain material respects, and thus may not be comparable to financial statements of U.S. companies.  Securityholders should be aware that the exchange of their Shares for Mega Shares as described herein may have tax consequences in both the United States and Canada.  See “Certain Canadian Federal Income Tax Considerations”.

The securities to be issued pursuant to the Amalgamation will be unregistered “restricted securities” within the meaning of Rule 144 under the 1933 Act to the same extent and proportion that the securities exchanged by the holder in that transaction were restricted securities.  In addition, the 1933 Act imposes restrictions on the resale of securities received pursuant to the Amalgamation by persons who are “affiliates” of Mega after the Effective Date of the Amalgamation or who are “affiliates” of Mega at the time the Amalgamation is submitted to a vote.  As defined in Rule 144 under the 1933 Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer.  See “Securities Laws Considerations - United States Securities Law Considerations”.

-xi-

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Circular contains “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information is prospective and by its nature requires the Company or Mega, as the case may be, to make certain assumptions and is subject to inherent risks and uncertainties. There can be no assurance that forward-looking information will prove to be accurate, and readers are cautioned not to place undue reliance on the forward-looking information contained herein. Generally, but not always, forward-looking information is identifiable by use of the words “continue”, “expect”, “anticipate”, “estimate”, “forecast”, “believe”, “intend”, “schedule”, “budget”, “plan” or “project”, or the negative or other variations of these words or comparable terminology, or states that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this Circular includes, but is not limited to, statements about the Company, Mega and its business after completion of the Amalgamation, strategic plans, future operations, results of exploration, cost estimates, anticipated financial results, future work programs, capital expenditures and objectives, evolution and economic performance of development projects, exploration budgets and targets, continuity of favourable copper, molybdenum, silver and gold markets, contractual commitments, continuous availability of required manpower and continuous access to capital markets. In making such forward-looking statements, the Company or Mega, as the case may be, has made certain assumptions about its business, the integration of the Company’s operations into Mega’s business following the Amalgamation, the economy and the mineral exploration industry in general and has also assumed that there will be no significant events occurring outside of the Company’s or Mega’s normal course of business. Although the assumptions are considered reasonable by management of the Company or Mega, as the case may be, at the time the forward-looking information is given, there can be no assurance that such assumptions will prove to be accurate. In addition, the following are material factors that could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this Circular: Mega’s inability to successfully integrate the Company’s operations following the Amalgamation, risks normally incidental to exploration and development of mineral properties, the inability of the Company or Mega to obtain additional financing when and as needed, economic and market uncertainties, loss of key personnel, title defects, the inability of the Company or Mega to obtain or comply with all required permits and licences, fluctuation in the price of copper, molybdenum, silver, gold and other metals and commodities, changes in governmental regulation adverse to the Company or Mega, First Nations consultations, environmental risks, competition from other mining businesses, and other related matters. Although the Company and Mega have attempted to identify material factors that could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information, there may be other factors that could cause results to differ from what is anticipated, estimated or intended. Those factors are described or referred to below, in the section titled “Risk Factors of the Amalgamation” and in the section titled “Risk Factors” in Schedule “F” hereto, and elsewhere in the documents incorporated herein by reference, including under the heading “Risk Factors” in the Mega AIF. All forward-looking information contained in this Circular is given as of the date of the document in which the forward-looking information is contained, and the Company and Mega undertake no obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws.

-xii-

REPORTING CURRENCIES AND ACCOUNTING PRINCIPLES

Unless otherwise indicated, all references to “$” or “dollars” in this Circular refer to Canadian dollars.  The financial statements of Mega that are incorporated by reference herein are reported in Canadian dollars and are prepared in accordance with Canadian GAAP.

METRIC EQUIVALENTS

For ease of reference, the following factors for converting imperial measurements into metric equivalents are provided:

To convert from imperial	To metric	Multiply by
Acres	Hectares	0.404686
Feet	Metres	0.30480
Miles	Kilometres	1.609344
Tons	Tonnes	0.907185
Ounces (troy)/ton	Grams/Tonne	34.2857

INFORMATION CONTAINED IN THIS CIRCULAR

The information contained in this Circular is given as at November 5, 2010 except where otherwise noted and except that information in documents incorporated by reference is given as of the dates noted therein.

No person has been authorized to give any information or to make any representation in connection with the Amalgamation and other matters described herein other than those contained in this Circular and, if given or made, any such information or representation should be considered not to have been authorized by the Company.

This Circular does not constitute the solicitation of an offer to purchase any securities or the solicitation of a proxy by any person in any jurisdiction in which such solicitation is not authorized or in which the person making such solicitation is not qualified to do so or to any person to whom it is unlawful to make such solicitation.

Information contained in this Circular should not be construed as legal, tax or financial advice and Shareholders are urged to consult their own professional advisors in connection therewith.

INFORMATION PERTAINING TO MEGA

Certain information pertaining to Mega, including forward-looking statements made by Mega, included or incorporated by reference herein has been provided by Mega or is based on publicly available documents and records on file with the securities commissions or similar authorities in Canada, or other public sources.  Although the Company does not have any knowledge that would indicate that any such information is untrue or incomplete, the Company assumes no responsibility for the accuracy or completeness of such information, nor for the failure by such other persons to disclose events which may have occurred or which may affect the completeness or accuracy of such information but which is unknown to the Company.

-xiii-

SUMMARY

The following information is a summary of certain information contained in this Circular.  This summary is provided for convenience only and the information contained in this summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information and financial data and statements contained elsewhere in this Circular, including the Schedules hereto and the documents incorporated by reference herein.  Capitalized terms in this Summary have the meanings set out in the Glossary of Terms or as set out in this Summary.

THE MEETING

The Meeting

This Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting.

Date, Time and Place of Meeting

The Meeting will be held on December 7, 2010 at 9:00 a.m. (PST) at the offices of Axium Law Corporation, Suite 3350, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, British Columbia.

The Record Date

The Record Date for determining the Shareholders entitled to receive notice of and to vote at the Meeting is as of the close of business on October 27, 2010.

Purpose of the Meeting

The purpose of the Meeting is to consider the matters set forth in the accompanying Notice of Meeting including, among other things, for the Shareholders to consider, and, if thought appropriate, to pass, with or without variation, the Amalgamation Resolution approving the Amalgamation and the transactions contemplated thereby.

The full text of the Amalgamation Resolution is set out as Schedule “A” to this Circular.  The Amalgamation Resolution will require an affirmative vote of not less than 66⅔% of the votes cast by those Shareholders who, being entitled to do so, vote in person or by proxy in respect of that resolution at the Meeting.  In addition, the Amalgamation Resolution must be approved by a majority of the votes cast by Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval of a business combination pursuant to MI 61-101.

The Shareholders are also being asked to consider, and, if thought appropriate, to pass, with or without variation, an ordinary resolution approving an amendment to the terms of the existing Options.

THE AMALGAMATION

Mega Precious Metals Inc.

Mega is a Canadian-based mineral exploration company with several projects in Northwestern Ontario, Nunavut and the Yukon Territory.

Mega is a corporation existing under the laws of the Province of Ontario, Canada.  Mega’s head office and registered office is located at Suite 401, 1113 Jade Court, Thunder Bay, Ontario  P7B 6M7.  Mega is a reporting issuer in the provinces of British Columbia, Alberta, Ontario and Quebec.  The Mega Shares trade on the TSXV under the symbol “MGP”.  The closing price of the Mega Shares on the TSXV on September 23, 2010, being the last full trading day prior to the announcement of the proposed Amalgamation, was $0.59.

-xiv-

See “Information Concerning Mega Precious Metals Inc.”.

The Amalgamation

The Business Combination Agreement is dated October 29, 2010, and is made among the Company, Mega and Mega Subco and provides for the Amalgamation.  The Amalgamation Agreement, substantially in the form attached as Schedule “B” to this Circular, is expected to be entered into among the Company, Mega and Mega Subco prior to the Effective Time in order to effect the Amalgamation.

The purpose of the Amalgamation is for Mega to effect the acquisition of all of the issued and outstanding Shares.  If the Shareholder Approvals are obtained at the Meeting and all other conditions precedent to the Amalgamation are satisfied or waived, the Amalgamation will be implemented by way of a three-cornered amalgamation whereby the Company will amalgamate with Mega Subco under the BCBCA to form Mergeco.  Mergeco will continue as a wholly-owned subsidiary of Mega and will continue the Company’s business and cease to be a publicly-traded company.  Pursuant to the Amalgamation, at the Effective Time, the following will be deemed to occur without any further act or formality:

·   The Amalgamating Companies shall be amalgamated and continue as one corporation, Mergeco, on the terms prescribed in the Business Combination Agreement and the Amalgamation Agreement.

● The Shares outstanding immediately prior to the Effective Time, other than Shares held by a Dissenting Shareholder who is ultimately entitled to be paid the fair value of its Shares by the Company, shall be cancelled, and Former Shareholders (other than Mega and Mega Subco and Dissenting Shareholders (who are ultimately entitled to be paid the fair value of their Shares)), shall receive, in exchange for their Shares so cancelled, that number of Mega Shares equal to the product of (A) the number of Shares so cancelled, and (B) the Exchange Ratio.

·   Neither Mega nor Mega Subco shall receive any repayment of capital in respect of any Shares held by them that are cancelled as set out above.

·   The common shares of Mega Subco outstanding immediately prior to the Effective Time shall be cancelled and replaced with an equal number of common shares of Mergeco issued by Mergeco.

·   As consideration for the issuance of Mega Shares pursuant to the Amalgamation, Mergeco shall issue to Mega one common share of Mergeco for each Mega Share so issued.

Following the Effective Time, the following will occur:

·   Subject to the terms of the Business Combination Agreement and the Amalgamation Agreement, each Option outstanding immediately prior to the Effective Time shall be exchanged for a Mega Replacement Option to acquire that number of Mega Shares equal to the product of (A) the number of Shares subject to the Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per Mega Share subject to any Mega Replacement Option shall be equal to the quotient of (A) the exercise price per Share subject to such Option immediately before the Effective Time divided by (B) the Exchange Ratio.  Notwithstanding the acceleration provisions set out in section 10 of the Option Plan and subject to the approval of the Shareholders and the final approval of the TSXV, each Mega Replacement Option shall be exercisable until the earlier of (A) the original expiry date of the Option exchanged therefor, and (B) the later of (i) the date that is six months after the Effective Date and (ii) the date the holder of the Mega Replacement Option ceases to be an eligible participant under the stock option plan of Mega.  Except as set out above, the terms of each Mega Replacement Option shall be the same as the Option exchanged therefor.

·   Each Warrant outstanding immediately prior to the Effective Time shall remain outstanding in accordance with its terms, and, in accordance with its terms, the holder thereof will receive, upon the exercise thereof, in lieu of the number of Shares to which such holder was theretofore entitled to acquire upon such exercise, that number of Mega Shares equal to the product of (A) the number of Shares subject to such Warrant immediately before the Effective Time and (B) the Exchange Ratio.

-xv-

● Each Finder’s Option outstanding immediately prior to the Effective Time shall remain outstanding in accordance with its terms, and, in accordance with its terms, the holder thereof will receive, upon the exercise thereof, in lieu of the number of Shares and share purchase warrants to acquire Shares to which such holder was theretofore entitled to acquire upon such exercise, (A) that number of Mega Shares equal to the product of (i) the number of options subject to such Finder’s Option immediately before the Effective Time and (ii) the Exchange Ratio, and (B) share purchase warrants to acquire that number of Mega Shares equal to the product of (i) the number of options subject to such Finder’s Option immediately before the Effective Time and (ii) the Exchange Ratio.

Following the completion of the Amalgamation, it is expected that the Shares will be delisted from the TSXV and the Company will apply to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer.

Full particulars of the Amalgamation are contained in the Business Combination Agreement and the Amalgamation Agreement.  The Business Combination Agreement has been filed by the Company and Mega under their respective corporate profiles on SEDAR at www.sedar.com.  The Amalgamation Agreement is expected to be entered into among the Company, Mega and Mega Subco, substantially in the form attached as Schedule “B” to this Circular, prior to the Effective Time.

Assuming there are no Dissenting Shareholders and no Options, Warrants or Finder’s Options are exercised during the period between the date of this Circular and the Effective Date, on completion of the Amalgamation, approximately 17,110,000Mega Shares will be issued to Shareholders pursuant to the Amalgamation.  As a result there will be approximately 61,303,780 Mega Shares issued and outstanding on the Effective Date (77,729,780 Mega Shares on a fully diluted basis) with Former Shareholders holding approximately 27.9% of the total number of issued and outstanding Mega Shares.  The Effective Date of the Amalgamation is expected to occur on or about December 14, 2010 or such other date as the Company, Mega and Mega Subco may agree.

See “The Amalgamation — Terms of the Amalgamation”.

Related Party Transaction

The Amalgamation constitutes a “related party transaction” for the Company under TSXV Policy 5.9 and MI 61-101, as Mega is an insider of the Company by virtue of beneficially owning, or controlling or directing, directly or indirectly, 9,900,000 Shares (approximately 18.79% of the issued and outstanding Shares).  In accordance with MI 61-101, as the Shares are listed solely on the TSXV, the Company is exempt from the valuation requirements of MI 61-101.  In accordance with the requirements of MI 61-101, the Company is seeking minority approval of the Shareholders for the Amalgamation at the Meeting.

Reasons and Benefits of the Amalgamation

The Rolling Rock Board believes that the Amalgamation will have the following advantages for Shareholders:

·   Premium to Shareholders.  Mega has offered Shareholders a significant premium to the pre-announcement Share price.  The consideration offered under the Amalgamation represents a premium of approximately 37% based on the volume-weighted average price of the Shares on the TSXV for the 20 trading day period prior to the announcement of the Amalgamation.

·   Continued Participation by Shareholders in the Monument Bay Property.  Shareholders, through their ownership of Mega Shares, will continue to participate in any value increases associated with the Company’s principal mineral property, the Monument Bay Property.

-xvi-

●   Diversification of Assets.  The Amalgamation will combine the current assets of the Company and Mega to consolidate ownership and mitigate project risk.  Through the Mega Shares they will receive pursuant to the Amalgamation, Shareholders will participate in any increase in the value of mineral projects and assets

●   currently owned by Mega.  The principal mineral resource properties of Mega at the present time are its North Madsen gold project located in the Red Lake Mining Division in Ontario and its Blue Caribou project located in the Kitikmeot Region of the Nunavut Territory.  Former Shareholders will own approximately 27.9% of the outstanding Mega Shares upon completion of the Amalgamation.

● Advancement of the Monument Bay Property.  Through the Amalgamation, Mega will acquire the Company’s 100% ownership in the Monument Bay Property, located in Northern Manitoba, Canada.  Mega has indicated that it intends to aggressively advance the Monument Bay Property.

● Strong Management Ability and Skills.  The combined company will have a dedicated, experienced and entrepreneurial management team with significant complementary experience in project generation, evaluation and development.

See “The Amalgamation – Reasons and Benefits of the Amalgamation”.

Support by Principal Shareholders

The Supporting Shareholders, holding an aggregate of 10,291,989 Shares, representing approximately 19.5% of the Shares outstanding as at November 5, 2010, have agreed, among other things, to vote their Shares (together with any other Shares acquired by such Shareholders prior to the Meeting) in favour of the Amalgamation Resolution and to not take any action, directly or indirectly, which could reasonably be expected to affect the completion of the Amalgamation, except as otherwise permitted by the Support Agreements.

See “The Amalgamation – Support by Principal Shareholders”.

Recommendation of the Rolling Rock Board

The Rolling Rock Board has unanimously determined that the Amalgamation is fair to Shareholders and in the best interest of the Company and has authorized the submission of the Amalgamation Resolution to the Shareholders for their approval at the Meeting.  The Rolling Rock Board unanimously recommends that Shareholders vote FOR the Amalgamation Resolution.

See “The Amalgamation – Recommendation of the Rolling Rock Board”.

Fairness Opinion

The Company retained the Financial Advisor to consider the fairness, from a financial point of view, of the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation.

In deciding to approve the Business Combination Agreement, the Amalgamation Agreement and the terms of the Amalgamation, the Rolling Rock Board considered, among other things, the Fairness Opinion.  As at the date of the Fairness Opinion and subject to the assumptions, qualifications and limitations contained in the Fairness Opinion, the Financial Advisor has concluded that the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation is fair, from a financial point of view, to the Shareholders (other than Mega and its affiliates).  The Fairness Opinion is not a recommendation as to how Shareholders should vote at the Meeting and is not and should not be construed as a valuation of the Company or Mega or their respective assets or securities.  The summary of the Fairness Opinion in this Circular is qualified in its entirety by the full text of the Fairness Opinion which is attached as Schedule “D” to this Circular and Shareholders are urged to read the Fairness Opinion in its entirety.

See “The Amalgamation – The Fairness Opinion”.

-xvii-

The Business Combination Agreement

General

The Business Combination Agreement provides for the acquisition by Mega of all of the outstanding Shares by way of a three-cornered amalgamation pursuant to which the Company and Mega Subco will amalgamate under the provisions of the BCBCA pursuant to the Amalgamation Agreement to form Mergeco and Shareholders will receive Mega Shares in exchange for their Shares.  Mergeco will continue to be a wholly-owned subsidiary of Mega and continue the business of the Company.

Conditions to the Amalgamation

Pursuant to the terms of the Business Combination Agreement and the Amalgamation Agreement, the completion of the Amalgamation is subject to the satisfaction or waiver of a number of conditions at or prior to the Effective Date, including, without limitation:

● The Shareholder Approvals having been obtained at the Meeting.

● The performance in all material respects by the Company and Mega of all covenants required to be performed under the Business Combination Agreement.

● The representations and warranties of the Company and Mega contained in the Business Combination Agreement being true and correct in all material respects as of the Effective Date.

● There having been no Material Adverse Effect in respect of the Company or Mega.

● The Dissent Rights not having been exercised (and not withdrawn) in respect of, in the aggregate, more than 2% of the Shares.

● The receipt of all regulatory approvals, including without limitation those of the TSXV in connection with the Amalgamation.

● The Mega Board and the directors and sole shareholder of Mega Subco having adopted all necessary resolutions.

● The Support Agreements having not been terminated.

● The Rolling Rock Board having adopted all necessary resolutions.

See “The Business Combination Agreement – Conditions Precedent to the Amalgamation”.

Non-Solicitation

The Company has agreed that, among other things, and except as contemplated by the Business Combination Agreement, it will not and it will not authorize or permit any officers, directors or employees, agents, advisers, consultants or other representatives of it to: (i) make, solicit, initiate, encourage promote or facilitate, including by way of furnishing information, permitting any visit to facilities or properties of the Company or entering into any form of agreement, written or verbal, any inquiries or the making of any proposal which does or could constitute an Acquisition Proposal or potential Acquisition Proposal; (ii) participate, directly or indirectly, in any discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal; (iii) withdraw, modify, qualify or change in a manner adverse to Mega, or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to Mega, the approval or recommendation of the Rolling Rock Board of the Amalgamation (it being understood that failing to affirm the approval or recommendation of the Rolling Rock Board of the Amalgamation after an Acquisition Proposal has been publicly announced shall be considered a modification which is adverse to

-xviii-

Mega if the Rolling Rock Board has not affirmed the approval or recommendation of the Amalgamation on the date which is the earlier of (A) 15 calendar days after the date on which the Acquisition Proposal has been publicly announced and (B) five Business Days prior to the Meeting); (iv) approve or recommend any Acquisition Proposal; or (v) enter into any agreement, written or verbal, related to any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the Amalgamation or any other transaction contemplated herein or providing for the payment of any break, termination or other fee or expense to any person in the event that the Company completes the Amalgamation and the other transactions contemplated herein or any other transaction with Mega or any of the Mega Subsidiaries agreed to prior to the termination of this Agreement.  The Company shall not, directly or indirectly, consider, discuss, negotiate, accept, approve or recommend an Acquisition Proposal or provide information to any person proposing an Acquisition Proposal, in each case after the date of the approval of the Amalgamation by the Shareholders.

See “The Business Combination Agreement – Non-Solicitation Covenant”.

Ability to Accept a Superior Proposal

Under the terms of the Business Combination Agreement, the Company remains able to respond, under certain stated circumstances and in accordance with its fiduciary duties, to unsolicited proposals that are more favourable to Shareholders than the Amalgamation.

See “The Business Combination Agreement – Ability to Accept a Superior Proposal”.

Termination of Amalgamation Agreement

The Company and Mega may agree in writing to terminate the Business Combination Agreement and abandon the Amalgamation at any time prior to the Effective Date.  In addition, either the Company or Mega may terminate the Business Combination Agreement and abandon the Amalgamation at any time prior to the Effective Date if certain specified events occur.

See “The Business Combination Agreement — Termination of the Business Combination Agreement”.

Termination Fee

The Business Combination Agreement provides that the Company will pay to Mega the Termination Fee of $450,000 in certain circumstances.

See “The Business Combination Agreement – Termination Fee”.

Completion of the Amalgamation

The Effective Date of the Amalgamation is expected to occur on or about December 14, 2010 or such other date as the Company, Mega and Mega Subco may agree.

Approvals Required

Shareholder Approvals

In order for the Amalgamation to become effective, as provided in Section 271 of the BCBCA, the Amalgamation must be approved by an affirmative vote of holders of not less than 66⅔% of the Shares represented in person or by proxy at the Meeting. In addition, the Amalgamation must be approved by a majority of the votes cast by Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval of a business combination pursuant to MI 61-101.  See “The Amalgamation – Shareholder Approvals of Amalgamation Resolution”.  The full text of the Amalgamation Resolution is set forth in Schedule “A” attached to this Circular.  If more than 2% of the issued and outstanding Shares become the subject of Dissent Rights, the

-xix-

Business Combination Agreement may be terminated by Mega.  In the event that the Shareholder Approvals are not obtained, the Business Combination Agreement may be terminated by either the Company or Mega.  See “The Business Combination Agreement – Conditions Precedent to the Amalgamation”.

Regulatory Approvals

The Company is currently listed on the TSXV.  Mega is currently listed on the TSXV.  Conditional approval of the TSXV in respect of the Amalgamation and related transactions, including the listing of the Mega Shares to be issued pursuant to the Amalgamation on the TSXV has been obtained, subject only to compliance with the usual requirements of the TSXV.

See “Principal Legal Matters – Regulatory Matters”.

SHARE EXCHANGE PROCEDURES

Letter of Transmittal and Treatment of Fractional Shares

A Letter of Transmittal sent to Registered Shareholders with this Circular sets out the procedure to be followed by Registered Shareholders in depositing their Shares.  If the Amalgamation becomes effective, in order to receive the Mega Shares in exchange for Shares, a Shareholder must deliver or send the Letter of Transmittal, properly completed and duly executed, together with certificate(s) representing its Shares and all other required documents to the Depositary at the address set forth in the Letter of Transmittal. It is each Shareholder’s responsibility to ensure that the Letter of Transmittal is received by the Depositary. If the Amalgamation is not completed, the Letter of Transmittal will be of no effect and the Depositary will return all certificates representing Shares to the holders thereof as soon as possible.  Non-Registered Shareholders should consult with their Intermediaries for information on depositing their Shares pursuant to the Amalgamation.

No fractional Mega Shares will be issued to Shareholders.  Any Shareholder that would otherwise be entitled to receive a fraction of a Mega Share pursuant to the Amalgamation shall receive such number of Mega Shares rounded down to the nearest whole number without any further consideration or payment in lieu of such fractional Mega Share.

Until surrendered, each certificate on the Effective Date that represented Shares will be deemed, at any time after the Effective Date, to represent only the right to receive upon the surrender thereof a certificate representing the Mega Shares that the holder thereof has the right to receive in respect of the Amalgamation and, in the case of Dissenting Shareholders who have properly exercised their Dissent Rights in accordance with the Dissent Procedures, the right to be paid in accordance with such Dissent Rights.

See “The Amalgamation – Share Exchange Procedures – Letter of Transmittal and Treatment of Fractional Shares”.

Treatment of Options, Warrants and Finder’s Options

Persons holding outstanding Options on the Effective Date will receive notices and/or agreements from Mega acknowledging the Mega Replacement Options which they are receiving in exchange for their Options.  Persons holding outstanding Warrants and Finder’s Options on the Effective Date will not receive certificates representing common share purchase warrants or options of Mega; rather, all outstanding Warrants and Finder’s Options on the Effective Date will remain outstanding in accordance with their terms, and, in accordance with their terms, will be exercisable to acquire that number of Mega Shares which reflects the Exchange Ratio.

See “Share Exchange Procedures  – Treatment of Options, Warrants and Finder’s Options ”.

-xx-

Cancellation of Rights after Six Years

Pursuant to the Amalgamation, any share certificate which on the Effective Date represented outstanding Shares and which has not been surrendered, with all other documents required by the Depositary, on or before the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Mega.  Accordingly, Former Shareholders who deposit with the Depositary certificates representing cancelled Shares after the sixth anniversary of the Effective Date will not receive Mega Shares or any other consideration in exchange therefor, will not own any interest in the Company or Mega and the certificates representing such Shares will be cancelled.

See “The Amalgamation – Share Exchange Procedures – Cancellation of Rights After Six Years”.

DISSENTING SHAREHOLDERS’ RIGHTS

Registered Shareholders are entitled to exercise Dissent Rights by providing written notice to the Company no later than 48 hours (excluding Saturdays, Sundays and holidays) prior to the time set for the Meeting or any adjournment or postponement thereof to the Company at Unit 1 - 15782 Marine Drive, White Rock, British Columbia  V4B 1E6, Attention:  Doris Meyer, Corporate Secretary, and in the manner described under the heading entitled “Dissenting Shareholders’ Rights” contained in this Circular.  If a Registered Shareholder dissents, and the Amalgamation is completed, the Company will acquire the Dissent Shares of the Dissenting Shareholder in exchange for the obligation of the Company to pay such Dissenting Shareholder the fair value of the Dissent Shares as determined immediately prior to the adoption of the Amalgamation Resolution.  Only Registered Shareholders are entitled to exercise Dissent Rights.  The notice and dissent procedure requirement must be strictly observed.  Shareholders should carefully read the section in this Circular entitled “Dissenting Shareholders’ Rights” if they wish to exercise Dissent Rights.  It is a condition of the completion of the Amalgamation that Dissent Rights not be exercised in respect of, in the aggregate, more than 2% of the issued and outstanding Shares.

A complete copy of Sections 237-247 of the BCBCA is attached to this Circular as Schedule “C”.  It is recommended that any Registered Shareholder wishing to avail itself of its Dissent Rights under those provisions seek legal advice, as failure to comply strictly with the provisions of the BCBCA may prejudice its Dissent Rights.

See “Dissenting Shareholders’ Rights”.

SECURITIES LAW CONSIDERATIONS

Securities Law Information for Canadian Shareholders

The Mega Shares to be issued under the Amalgamation will be issued in reliance on exemptions from the prospectus and registration requirements of Applicable Securities Law in all provinces and territories of Canada.  Mega Shares received pursuant to the Amalgamation by holders of Shares who are resident in Canada will generally be free from restrictions on resale provided that:

(a)   such trade is not a control distribution (within the meaning of applicable securities laws);

(b)   no unusual effort has been made to prepare the market or to create a demand for the Mega Shares;

(c)   no extraordinary commission is paid to a person or company in respect of such trade; and

(d)   if the selling security holder is an insider or officer of Mega, such holder has no reasonable grounds to believe that Mega is in default of securities legislation.

See “Securities Law Considerations – Canadian Securities Law Considerations”.

Securities Law Information for United States Securityholders

The Mega Shares and Mega Replacement Options to be issued or made issuable to the Shareholders and holders of Options, Warrants and Finder’s Options, as applicable, pursuant to the Amalgamation will not be registered under the 1933 Act or the securities laws of any state of the United States.  Such securities will be issued in reliance upon the exemption from registration provided by Rule 802 and exemptions provided under applicable securities laws.

-xxi-

The Mega Shares and Mega Replacement Options to be issued pursuant to the Amalgamation will be unregistered “restricted securities” within the meaning of Rule 144 under the 1933 Act to the same extent and proportion that the securities exchanged by the holder in that transaction were restricted securities.  In addition, the 1933 Act imposes restrictions on the resale of securities received pursuant to the Amalgamation by persons who are “affiliates” of Mega after the Effective Date of the Amalgamation or who are “affiliates” of Mega at the time the Amalgamation is submitted to a vote.  As defined in Rule 144 under the 1933 Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer.

Rule 802 does not exempt the issuance of securities upon the exercise of securities that were issued pursuant to Rule 802.  Therefore, the Mega Replacement Options and Mega Replacement Warrants deemed to be issued pursuant to the Amalgamation may not be exercised in the United States or by or on behalf of a U.S. person as defined in Rule 902(k) of Regulation S under the 1933 Act, nor may any Mega Shares issued upon such exercise be offered or resold, except pursuant to registration under the 1933 Act or an exemption from such registration requirements.

This Circular is being filed with the SEC on Form CB.

THE SECURITIES TO BE ISSUED PURSUANT TO THE AMALGAMATION HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR THE SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES OR PROVINCE OF CANADA, NOR HAS THE SEC OR ANY SECURITIES REGULATORY AUTHORITY IN ANY STATE OF THE UNITED STATES OR PROVINCE OF CANADA PASSED UPON THE ACCURACY OR ADEQUACY OF THIS CIRCULAR.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

See “Securities Laws Considerations – United States Securities Law Considerations”.

Shareholders Resident In Other Jurisdictions

To the extent that holders of Shares reside in jurisdictions outside of Canada and the United States, the Mega Shares received by such Shareholders may be subject to certain additional trading restrictions under applicable securities laws.  All such holders of Shares residing outside Canada and the United States are advised to consult their own legal advisors regarding such resale restrictions.

SUMMARY OF CERTAIN INCOME TAX CONSIDERATIONS

Certain Canadian Federal Income Tax Considerations

For Canadian federal income tax purposes, Shareholders who are residents of Canada and whose Shares constitute capital property generally should be able to exchange the Shares for Mega Shares pursuant to the Amalgamation on a tax deferred basis.  Shareholders who are non residents of Canada and whose Shares do not constitute “taxable Canadian property” generally will not incur any liability for Canadian federal income tax as a result of the Amalgamation.

All Shareholders and holders of Options, Warrants and Finder’s Options should review the more detailed information under “Certain Canadian Federal Income Tax Considerations” in the Circular and should consult with their own tax advisors for specific advice regarding their own particular circumstances.

The foregoing summary is qualified in its entirety by the more detailed discussion of Canadian federal income tax consequences of the Amalgamation set forth under the heading “Certain Canadian Federal Income Tax Considerations”.

United States Federal Income Tax Warning

No United States income tax advice is being provided to Shareholders resident in the United States, or otherwise subject to U.S. tax laws. Such persons are urged to consult their own tax advisors regarding the tax consequences of participating in the Amalgamation, including the tax consequences under state, local and non-United States tax law and the possible effects of changes in tax law.

-xxii-

PRO FORMA FINANCIAL INFORMATION

The unaudited pro-forma consolidated balance sheet of Mega as at June 30, 2010 and the unaudited pro-forma consolidated statement of operations of Mega for the year ended December 31, 2009 and the six months ended June 30, 2010, in each case giving effect to the Amalgamation, are attached as Schedule “E” to the Circular.  Such unaudited pro-forma consolidated financial statements are based on certain assumptions and adjustments and are not necessarily indicative of Mega’s consolidated financial position and results from operations if the events reflected therein were in effect for the periods presented, nor do they purport to project Mega’s consolidated financial position or results from operations for any future period.

Selected Pro Forma Consolidated Financial Information
	June 30, 2010
Cash and cash equivalents	8,150,353
Total current assets	8,586,858
Mineral properties	25,616,555
Total assets	34,312,697
Total current liabilities	521,597
Future tax liability	645,418
Total shareholders’ equity	33,128,164

STOCK EXCHANGE LISTING AND APPROVAL

The Shares are listed and posted for trading on the TSXV under the symbol “RLL”.  The closing price of the Shares on the TSXV on September 23, 2010, the last complete trading day prior to the announcement of the Amalgamation, was $0.165 and as at the close of trading on November 5, 2010 was $0.19.

The Mega Shares are listed and posted for trading on the TSXV under the symbol “MGP”.  The closing price of the Mega Shares on the TSXV on September 23, 2010, the last complete trading day prior to the announcement of the Amalgamation, was $0.59 and as at the close of trading on November 5, 2010 was $0.49.

The Amalgamation and the issuance of the Mega Shares pursuant to the Amalgamation are subject to regulatory approval, including without limitation, the approval of the TSXV.  Conditional acceptance of the TSXV in respect of the Amalgamation and related transactions has been obtained by the Company and Mega.  The TSXV has conditionally approved the listing of the Mega Shares to be issued pursuant to the Amalgamation, including the Mega Shares issuable upon exercise of the Mega Replacement Options and the outstanding Warrants and Finder’s Options, subject only to compliance with the usual requirements of the TSXV.

The obligation of each of the Parties to complete the Amalgamation is subject to TSXV approval.

RISK FACTORS

There are certain risk factors relating to the Amalgamation and Mega which should be carefully considered by Shareholders, including the fact that the Amalgamation may not be completed if, among other things, the Amalgamation Resolution does not receive the requisite approval at the Meeting, or if any other conditions precedent to the completion of the Amalgamation are not satisfied or waived as applicable.  Additional risks include: (i) the termination of the Business Combination Agreement in certain circumstances, in which case the market price for the Shares may be adversely affected; (ii) the failure to successfully integrate the functions and operations of the Company and Mega; (iii) as Shareholders will receive Mega Shares based on the Exchange Ratio, which is fixed,

-xxiii-

Mega Shares received by Shareholders under the Amalgamation may have a market value lower than expected; (iv) the issue of Mega Shares under the Amalgamation and their subsequent sale may cause the market price of Mega Shares to decline; (v) the termination of the Business Combination Agreement, in certain circumstances, will require the Termination Fee to be paid by the Company which may adversely affect the Company’s financial condition; and (vi) possible adverse income tax consequences to Shareholders and the holders of the outstanding Options, Warrants and Finder’s Options.  See also “Risk Factors of the Amalgamation” in this Circular.

If the Amalgamation is completed, Shareholders will hold Mega Shares and, therefore, will hold an interest in the mineral properties and assets of Mega. There are numerous risks associated with an investment in the Mega Shares.  See also “Risk Factors” in Schedule “F” to this Circular and the risk factors set out in the documents incorporated by reference herein.

ACCOMPANYING DOCUMENTS

This Notice of Meeting and Circular are accompanied by several Schedules which are incorporated by reference into, form an integral part of, and should be read in conjunction with this Circular.  It is recommended that Shareholders read the Notice of Meeting, this Circular and the attached Schedules in their entirety.

-xxiv-

GENERAL INFORMATION RESPECTING THE MEETING

The Meeting

This Circular is furnished in connection with the solicitation of proxies by management of the Company for use at the Meeting.

Time, Date and Place

The Meeting will be held at the offices of Axium Law Corporation, Suite 3350, Four Bentall Centre, 1055 Dunsmuir Street, Vancouver, British Columbia on Tuesday, December 7, 2010 at 9:00 a.m. (PST) as set forth in the Notice of Meeting.

Record Date and Shares Entitled to Vote

Registered Shareholders at the close of business on October 27, 2010, the Record Date, are entitled to receive notice of the Meeting and to vote at the Meeting in the manner and subject to the procedures described in this Circular.

Matters to be Considered

At the Meeting, the Shareholders will be asked to consider and vote upon the matters set out in the Notice of Meeting, including the Amalgamation Resolution, and such other matters as may properly come before the Meeting.

It is a mutual condition of the completion of Amalgamation that the Amalgamation Resolution be approved by 66⅔% of the votes cast by Shareholders present in person or by proxy at the Meeting.  In addition, the Amalgamation must be approved by a majority of the votes cast by Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval of the Amalgamation pursuant to MI 61-101.  See “The Amalgamation – Shareholder Approvals of Amalgamation Resolution”.

The Shareholders are also being asked to consider, and, if thought appropriate, to pass, with or without variation, an ordinary resolution approving an amendment to the terms of the existing Options.  See “Proposed Amendment to Existing Options”.

Quorum and Votes Required for Certain Matters

The presence of one Shareholder who holds, or one proxyholder representing Shareholders who, in the aggregate, hold, at least 5% of the issued and outstanding Shares entitled to be voted at the Meeting, will constitute a quorum for the Meeting.

GENERAL PROXY INFORMATION

Who can Vote?

If you were a Registered Shareholder as at October 27, 2010, you are entitled to attend the Meeting and cast a vote for each Share registered in your name as of such date on all resolutions put before the Meeting.  If the Shares are registered in the name of a corporation, a duly authorized officer of the corporation may attend on its behalf but documentation indicating such officer’s authority should be presented at the Meeting.  If you are a Registered Shareholder but do not wish to, or cannot, attend the Meeting in person you can appoint someone who will attend the Meeting and act as your proxyholder to vote in accordance with your instructions (see “Voting by Proxy”).  If your Shares are registered in the name of an Intermediary you should refer to the section entitled “Non-Registered Shareholders” set out below.

-1-

It is important that your Shares be represented at the Meeting regardless of the number of Shares you hold.  If you will not be attending the Meeting in person, we invite you to complete, date, sign and return your form of proxy as soon as possible so that your Shares will be represented.

Voting by Proxy

If you do not come to the Meeting, you can still vote by appointing someone who will be there to act as your proxyholder.  You can either tell that person how you want to vote or you can let him or her decide for you.  You can do this by completing the form of proxy accompanying this Circular.

In order to be valid, you must return the completed form of proxy to our Transfer Agent, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1.  You can vote: a) by phone - Registered Shareholders 1-866-732-VOTE (8683) or beneficial Shareholders 1-866-734-VOTE (8683); b) online at www.investorvote.com, or c) by mail or by hand not less than 48 hours (excluding Saturdays, Sundays and holidays) before the Meeting or the adjournment thereof at which the proxy is to be used.

What is a proxy?

A form of proxy is a document that authorizes someone to attend the Meeting and cast your votes for you.  A form of proxy is enclosed with this Circular.  You can use the enclosed form of proxy, or any other legal form of proxy, to appoint a proxyholder.

Appointing a proxyholder

You can choose any individual to be your proxyholder.  It is not necessary for the person whom you choose to be a Shareholder.  To make such an appointment, simply fill in the person’s name in the blank space provided in the enclosed form of proxy.  To vote your shares, your proxyholder must attend the Meeting.  If you do not fill a name in the blank space in the enclosed form of proxy, the persons named in the form of proxy are appointed to act as your proxyholder.  Those persons are directors and/or officers of the Company.

Instructing your proxyholder

You may indicate on your form of proxy how you wish your proxyholder to vote your Shares.  To do this, simply mark the appropriate boxes on the form of proxy.  If you do this, your proxyholder must vote your Shares in accordance with the instructions you have given.

If you do not give any instructions as to how to vote on a particular issue to be decided at the Meeting, your proxyholder can vote your Shares as he or she thinks fit.  If you have appointed the persons designated in the form of proxy as your proxyholder they will, unless you give contrary instructions, vote your Shares at the Meeting FOR the Amalgamation Resolution and FOR the resolution to amend the terms of the outstanding Options.

The enclosed form of proxy gives the persons named on it the authority to use their discretion in voting on amendments or variations to matters identified in the Notice of Meeting.  At the date of this Circular, the management of the Company is not aware of any other matter to be presented for action at the Meeting.  If, however, other matters do properly come before the Meeting, the persons named on the enclosed form of proxy will vote on them in accordance with their best judgment, pursuant to the discretionary authority conferred by the form of proxy with respect to such matters.

-2-

Changing your mind

If you want to revoke your proxy after you have delivered it, you can do so at any time before it is used.  You may do this by (a) attending the Meeting and voting in person; (b) signing a proxy bearing a later date; (c) signing a written statement which indicates, clearly, that you want to revoke your proxy and delivering this signed written statement to the Registered Office of the Company at Unit 1 – 15782 Marine Drive, White Rock, British Columbia  V4B 1E6; or (d) in any other manner permitted by law.

Your proxy will only be revoked if a revocation is received by 5:00 p.m. (Vancouver time) on the last business day before the day of the Meeting, or any adjournment thereof, or delivered to the person presiding at the Meeting before it (or any adjournment) commences.  If you revoke your proxy and do not replace it with another that is deposited with us before the deadline, you can still vote your Shares but to do so you must attend the Meeting in person.

Non-Registered Shareholders

If your Shares are not registered in your own name, they will be held in the name of an Intermediary and, as such, your Intermediary will be the entity legally entitled to vote your Shares and must seek your instructions as to how to vote your Shares.

Accordingly, unless you have previously informed your Intermediary that you do not wish to receive material relating to shareholders’ meetings, you will have received this Circular from your Intermediary, together with a form of proxy or a request for voting instruction form.  If that is the case, it is most important that you comply strictly with the instructions that have been given to you by your Intermediary on the voting instruction form.  If you have voted and wish to change your voting instructions, you should contact your Intermediary to discuss whether this is possible and what procedures you must follow.

If your Shares are not registered in your own name, the Company’s Transfer Agent will not have a record of your name and, as a result, unless your Intermediary has appointed you as a proxyholder, will have no knowledge of your entitlement to vote.  If you wish to vote in person at the Meeting, therefore, please insert your own name in the space provided on the form of proxy or voting instruction form that you have received from your Intermediary.  If you do this, you will be instructing your Intermediary to appoint you as proxyholder.  Please adhere strictly to the signature and return instructions provided by your Intermediary.  It is not necessary to complete the form in any other respect, since you will be voting at the Meeting in person.  Please register with the Company’s Transfer Agent, Computershare Investor Services Inc., upon arrival at the Meeting.

The Notice of Meeting and Circular are being sent to both Registered Shareholders and Non-Registered Shareholders .  If you are a Non-Registered Shareholder and we have sent these materials to you directly, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding the Shares on your behalf.  By choosing to send these materials to you directly, the Company (and not your Intermediary) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions.  Please return your voting instructions as specified in the request for voting instructions form.

Voting Shares and Principal Holders Thereof

The Company has an authorized capital of an unlimited number of Shares without par value.  Each Shareholder is entitled to one vote for each Share registered in his or her name at the close of business on October 27, 2010, the date fixed by the Rolling Rock Board as the Record Date for determining who is entitled to receive notice of and to vote at the Meeting.

At the close of business on October 27, 2010, 52,675,000 Shares were issued and outstanding. To the knowledge of the directors and senior officers of the Company, as at October 27, 2010, the only persons or companies who beneficially own, directly or indirectly or exercise control or direction over shares carrying more than 10% of the voting rights attached to all outstanding Shares of the Company are:

-3-

Name	No. of Shares	Percentage
Pinetree Capital Ltd.	9,076,500	17.23%
Mega Precious Metals Inc.	9,900,000	18.79%

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Other than as set forth below and in this Circular, no director or officer of the Company who has served in such capacity since April 1, 2009, the beginning of the last completed financial year of the Company, and none of the respective associates or affiliates of any of the foregoing, have any material interest in any matter to be acted upon at the Meeting.

In connection with the Amalgamation, Scott Angus, the President, Chief Executive Officer and a director of the Company, and Doris Meyer, Chief Financial Officer and Corporate Secretary of the Company, are expected to receive payments in respect of the termination of their services to the Company on or after the Effective Date.  The Company entered into a management services agreement with Scott Angus dated August 1, 2007, as amended August 1, 2009.  Pursuant to the terms of such management services agreement, in the event that Scott Angus is terminated within one year following the Effective Date or Mr. Angus delivers his written resignation to the Company within 90 days after the Effective Date, the Company must pay Mr. Angus a lump sum payment equal to two-times his then current annual service fee.  The Company also entered into a consulting agreement with Doris Meyer and Golden Oak Corporate Services Ltd. (“Golden Oak”), a wholly-owned company of Doris Meyer, dated January 1, 2008.  Pursuant to the terms of such consulting agreement, in the event that Golden Oak is terminated within one year following the Effective Date or Golden Oak delivers its intention to terminate to the Company within 90 days after the Effective Date, the Company must pay Golden Oak a lump sum payment equal to one-half of Golden Oak’s then current annual service fee.  The current annual service fees payable by the Company to Scott Angus and Golden Oak are set out in the section titled “Report on Executive Compensation” in the management information circular of the Company dated August 17, 2010 which is available on SEDAR under the Company’s profile.

It is a condition precedent to the completion of the Amalgamation for the benefit of Mega and Mega Subco that a written resignation or intention to terminate, as the case may be, is delivered by each of Scott Angus and Golden Oak effective as of the Effective Date and that each of Scott Angus and Doris Meyer enters into a consulting agreement with Mega to provide consulting services if, as and when required by Mega for a period of one year from the Effective Date at daily compensation rates consistent with their respective compensation rates prior to the Effective Date.  See “The Business Combination Agreement – Conditions Precedent to the Amalgamation – Conditions Precedent in Favour of Mega and Mega Subco” below.

In addition, certain officers and directors of the Company own Options which are proposed to be amended in connection with the Amalgamation, as set out under “Proposed Amendment to Existing Options” below.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

Other than as set forth below and in this Circular and other than transactions carried out in the ordinary course of business of the Company, none of the directors or executive officers of the Company, a director or executive officer of a person or company that is itself an informed person or subsidiary of the Company, nor any Shareholder who beneficially owns, controls or directs, directly or indirectly, Shares, or a combination of both, carrying more than 10% of the voting rights attached to the outstanding Shares nor an associate or affiliate of any of the foregoing persons has since April 1, 2009, being the commencement of the Company’s last completed financial year, any material interest, direct or indirect, in any transactions or proposed transactions which materially affected or would materially affect the Company.

-4-

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets out the number and the percentage of the outstanding Shares of the Company beneficially owned or over which control or direction is exercised by each director and officer of the Company as of November 5, 2010:

Name of Director, Officer or Insider	Number of Shares Beneficially Owned or Over Which Control or Direction is Exercised	Percentage of Issued and Outstanding Shares	Number of Options
Scott Angus President, Chief Executive Officer and Director	956,489	1.82%	1,175,000
Dwane Brosseau Director	Nil	N/A	475,000
Kevin Bullock Director	25,000	0.05%	415,000
Ian MacLean Director	134,000	0.25%	475,000
Doris Meyer Chief Financial Officer and Corporate Secretary	Nil	N/A	500,000
Len Goldsmith Controller	100,000	0.19%	Nil
TOTAL	1,215,489	2.31%	3,040,000

PRIOR SALES

During the 12 month period prior to the date of this Circular, the Company has issued an aggregate of 6,000,000 Shares and 7,600,000 securities convertible into Shares as follows:

Date of Issue	Number and Type of Security	Issue Price per Security
Shares
February 25, 2010	6,000,000 Shares(1)	$0.20
Warrants
February 25, 2010	6,000,000 Warrants(1)	$0.30 (2)
Options
August 30, 2010	1,000,000 Options(3)	$0.12 (4)
Finder’s Options
February 25, 2010	600,000 Finder’s Options(5)	$0.20(6)

_______________________

(1) Non-brokered private placement of Units (each a “Unit”).  Each Unit consists of one Share and one Warrant.  Each Warrant entitles the holder thereof to purchase one additional Share at an exercise price of $0.30 per Share until February 25, 2012.

-5-

(2) Represents the exercise price per Share of the Warrants.

(3) Options granted pursuant to the terms of the Option Plan at an exercise price of $0.12 per Share until August 30, 2015 with immediate vesting.

(4) Represents the exercise price per Share of the Options.

(5) Each Finder’s Option is exercisable to acquire one unit at a price of $0.20 per unit with each unit being comprised of one Share and one Warrant.  Each Warrant will entitle the holder thereof to purchase one additional Share at an exercise price of $0.30 per Share until February 25, 2012.

(6) Represents the exercise price per Share of the Finder’s Options.

No securities of the Company have been purchased by the Company during this period.

DIVIDENDS

The Company has never paid dividends and does not expect to pay any dividends in the near future.

AUDITOR

Davidson & Company LLP, Chartered Accountants, of 1200 – 609 Granville Street, Vancouver, British Columbia, V7Y 1G6, Canada, are the auditors of the Company.

MANAGEMENT CONTRACTS

There are no management functions of the Company that are to any substantial degree performed by a person other than the directors and executive officers of the Company.

ADDITIONAL INFORMATION

Additional information relating to the Company can be obtained on SEDAR at www.sedar.com.  Financial information for the Company is provided in its comparative financial statements and Management’s Discussion and Analysis for the year ended March 31, 2010, which are available on SEDAR or by request to the Company at Unit 1 – 15782 Marine Drive, White Rock, BC Canada V4B 1E6; telephone (604) 536-2711; fax (604) 536-2788.

PARTICULARS OF MATTERS TO BE ACTED UPON

Proposed Amalgamation with Mega Subco

Shareholders will be asked to consider, and if deemed advisable, to pass, with or without variation, the Amalgamation Resolution approving the Amalgamation pursuant to the Amalgamation Agreement.  A copy of the Amalgamation Resolution and the Amalgamation Agreement are attached as Schedules “A” and “B”, respectively, to this Circular.

Details of the Amalgamation and information concerning Mega are provided below.

Proposed Amendment to Existing Options

Shareholders will also be asked to consider, and, if thought appropriate, to pass, with or without variation, an ordinary resolution approving an amendment to the terms of the existing Options.

Details of the amendment to the terms of the existing Options are provided below.

-6-

THE AMALGAMATION

The Amalgamation will be carried out pursuant to the Business Combination Agreement and the Amalgamation Agreement.  The Amalgamation will result in the combination of the businesses, assets and liablilities of the Company and Mega.  Pursuant to the Amalgamation. the Company will amalgamate with Mega’s wholly-owned subsidiary, Mega Subco, and Shareholders will receive Mega Shares in exchange for their Shares.  The amalgamated company, Mergeco, will continue as a wholly-owned subsidiary of Mega and will continue the business of the Company.  Upon completion of the Amalgamation, Mergeco will retain the corporate name “Rolling Rock Resources Corporation”.  The following summary does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement and the Amalgamation Agreement.  The Business Combination Agreement has been filed by the Company and Mega under their respective profiles on SEDAR at www.sedar.com.  The Amalgamation Agreement will be entered into prior to the Effective Time, substantially in the form set out in Schedule “B” to this Circular.

Shareholder Approvals of Amalgamation Resolution

At the Meeting, Shareholders will be asked to approve the Amalgamation Resolution.  The complete text of the Amalgamation Resolution to be presented to the Shareholders for approval is set forth in Schedule “A” attached to this Circular.

The Amalgamation Resolution must be approved by at least 66⅔% of the votes cast by the Shareholders present in person or represented by proxy at the Meeting.  In addition, the Amalgamation Resolution must be approved by a majority of the votes cast by Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval (as defined in MI 61-101) of the Amalgamation pursuant to MI 61-101.  In determining minority approval of the Amalgamation pursuant to MI 61-101, any Shares held by the following persons must be excluded from voting at the Meeting: (i) the Company; (ii) any interested party (as defined in MI 61-101); (iii) any related party (as defined in MI 61-101) of an interested party (subject to the exceptions set out in MI 61-101); and (iv) any joint actor with a person referred to in the foregoing clauses (ii) and (iii).

Interested parties, pursuant to MI 61-101, in respect of the Amalgamation include:  Mega, which would acquire the Company as a consequence of the completion of the Amalgamation; and, Scott Angus, who is entitled to receive a collateral benefit as a consequence of the completion of the Amalgamation in the form of a lump sum payment upon termination or resignation of his employment with the Company.  See “Interest of Certain Persons in Matters to be Acted Upon” above.  Pursuant to MI 61-101, the lump sum payment which is expected to be paid to Golden Oak as a consequence of the completion of the Amalgamation is not considered to be a collateral benefit to Doris Meyer, as she beneficially owns or exercises control or direction over less than one percent of the outstanding Shares.

Related parties of interested parties pursuant to MI 61-101 in respect of the Amalgamation include: the directors and officers of Mega; the affiliated entities (as defined in MI 61-101) of Mega; Pinetree Capital Ltd. (“Pinetree”), which beneficially owns, or controls or directs, directly or indirectly, over 10% of the issued and outstanding Mega Shares; the directors and officers of Pinetree; and the affiliated entities of Pinetree.

To the knowledge of the Company, the only Shares held by persons whose votes may not be included in determining minority approval of the Amalgamation pursuant to MI 61-101 are: 9,900,000Shares held by Mega, representing 18.79% of the issued and outstanding Shares; 9,076,500 Shares held by Pinetree, representing 17.23% of the issued and outstanding Shares; and 956,489 Shares held by Scott Angus, representing 1.8% of the issued and outstanding Shares.

Background to the Amalgamation

The provisions of the Business Combination Agreement and the Amalgamation Agreement are the result of arm’s length negotiations conducted between the Company and Mega and their respective legal and financial advisors.  The following is a summary of the background to the execution of the Business Combination Agreement.

-7-

On December 23, 2009, Mega acquired 8,000,000 Shares (representing 17.3% of the issued and outstanding Shares as at December 23, 2009) from Kinross Gold Corporation and reported itself as an insider of the Company.  On February 25, 2010, Mega acquired an additional 1,900,000 Shares pursuant to a private placement.

From December, 2009 to September 23, 2010, the Rolling Rock Board engaged in several discussions regarding potential financing arrangements for the Company, the proposed business combination with Mega and other potential parties with which the Company might be able to pursue a merger transaction.  Based on such discussions, the Rolling Rock Board determined to pursue a transaction with Mega.

In September, 2010, a draft of the Letter Agreement setting out the terms of the Amalgamation was provided by Mega to the Company.  The Rolling Rock Board met shortly thereafter to discuss the terms of the Letter Agreement.  The Rolling Rock Board engaged in a review of the material legal and financial terms of the proposal with its advisors.  Based on its review, the Rolling Rock Board accepted the offer from Mega and entered into the Letter Agreement.  Pursuant to the terms of the Letter Agreement, the completion of the Amalgamation was subject to the provision of a fairness opinion by a financial advisor that the consideration to be received by the Shareholders, other than Mega, pursuant to the Amalgamation was fair, from a financial point of view, to the Shareholders.  The Letter Agreement was executed by the Company and Mega on September 23, 2010, after which, on September 24, 2010, Mega and the Company issued a joint press release announcing the Amalgamation.

The Company retained the Financial Advisor to provide the Fairness Opinion.

It was subsequently agreed that the business combination would be effected by way of a three-cornered amalgamation pursuant to Sections 269-282 of the BCBCA.

Between September, 2010 and October 29, 2010, the Company undertook a due diligence investigation in respect of Mega’s business and operations and negotiated the terms of the Business Combination Agreement and the Amalgamation Agreement.

On October 28, 2010, after receiving drafts of the Business Combination Agreement and the Amalgamation Agreementand results of the Company’s due diligence on Mega, the Rolling Rock Board met to discuss the results of the due diligence investigation and to consider developments with respect to the proposed transaction and to further consider the terms of the Amalgamation.  After receiving a detailed review of the transaction and the Financial Advisor having delivered the Fairness Opinion, the Rolling Rock Board recommended that the Shareholders vote in favour of the Amalgamation Resolution and that the Company enter into the Business Combination Agreement and the Amalgamation Agreement.

On October 29, 2010, the Company entered into the Business Combination Agreement with Mega and Mega Subco.

It is expected that the Company, Mega and Mega Subco will enter into the Amalgamation Agreement prior to the Effective Time.

Related Party Transaction

The Amalgamation constitutes a “related party transaction” under TSXV Policy 5.9 and MI 61-101, as Mega is an insider of the Company by virtue of beneficially owning, or controlling or directing, directly or indirectly, 9,900,000 Shares (approximately 18.79% of the issued and outstanding Shares).  In accordance with MI 61-101, as the Shares are listed solely on the TSXV, the Company is exempt from the valuation requirements of MI 61-101.  In accordance with the requirements of MI 61-101, the Company is seeking minority approval of the Shareholders.

Reasons and Benefits of the Amalgamation

The Rolling Rock Board believes that the Amalgamation will have the following advantages for Shareholders:

Premium to Shareholders.  Mega has offered Shareholders a significant premium to the Share price.  Based on the closing price of the Mega Shares on the TSXV on September 23, 2010, the consideration offered under the Amalgamation represents a premium of approximately 37% over the volume-weighted average price of the Shares on the TSXV for the 20 trading day period prior to the announcement of the Amalgamation.

-8-

● Continued Participation by Shareholders in the Monument Bay Property.  Shareholders, through their ownership of Mega Shares, will continue to participate in any value increases associated with the Company’s principal mineral property, the Monument Bay Property.

● Diversification of Assets.  The Amalgamation will combine the current assets of the Company and Mega to consolidate ownership and mitigate project risk.  Through the Mega Shares they will receive pursuant to the Amalgamation, Shareholders will participate in any increase in the value of mineral projects and assets currently owned by Mega.  The principal mineral resource properties of Mega at the present time are its North Madsen gold project located in the Red Lake Mining Division in Ontario and its Blue Caribou project located in the Kitikmeot Region of Nunavut Territory.  Shareholders will own approximately 27.9% of the outstanding Mega Shares upon completion of the Amalgamation.

● Advancement of the Monument Bay Property.  Through the Amalgamation, Mega will acquire the Company’s 100% ownership in the Monument Bay Property, located in Northern Manitoba, Canada.  Mega has indicated that it intends to aggressively advance the Monument Bay Property.

● Strong Management Ability and Skills.  The combined company will have a dedicated, experienced and entrepreneurial management team with significant complementary experience in project generation, evaluation and development.

The Fairness Opinion

Pursuant to the Engagement Letter, the Financial Advisor was retained by the Company to provide its opinion as to the fairness, from a financial point of view, of the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation.

On October 28, 2010, the Financial Advisor delivered its verbal report to the Rolling Rock Board to the effect that, as of such date, the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation is fair, from a financial point of view to the Shareholders (other than Mega and its affiliates).  The Financial Advisor subsequently delivered a written form of the Fairness Opinion to the Rolling Rock Board.  In the Fairness Opinion, the Financial Advisor concluded that subject to the assumptions, qualifications and limitations contained in the Fairness Opinion, as of October 28, 2010, the consideration to be received by the Shareholders (other than Mega and its affiliates) under the terms of the Amalgamation is fair, from a financial point of view, to the Shareholders (other than Mega and its affiliates).  The Fairness Opinion was provided to the Rolling Rock Board solely for the purpose of its consideration of the fairness, from a financial point of view, of the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation.

The full text of the Fairness Opinion, which sets forth, among other things, the assumptions, qualifications, considerations and limitations on the scope of review undertaken by the Financial Advisor in rendering the Fairness Opinion, is set forth in Schedule “D” attached to this Circular.  The Shareholders are urged to read the Fairness Opinion in its entirety.  The Fairness Opinion addresses only the fairness of the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation and does not constitute advice or a recommendation as to whether the Shareholders should vote in favour of the Amalgamation or any other transaction and is not and should not be construed as a valuation of the Company or Mega or their respective assets or securities.  The Fairness Opinion states that it may not be used or relied upon by any other person other than the Rolling Rock Board.  This summary of the Fairness Opinion is qualified in its entirety by reference to the full text of the Fairness Opinion.

The Fairness Opinion was rendered on the basis of securities markets, economic and general business and financial conditions prevailing as at the date of the Fairness Opinion and the conditions and prospects, financial and otherwise, of the Company and Mega as they were reflected in the information and documents reviewed by the Financial Advisor and as those relating to the Company were represented to the Financial Advisor in discussions with management of the Company.  Subsequent changes in fact may affect the Fairness Opinion and although the Financial Advisor has no obligation to do so, it reserves the right to change, modify or withdraw the Fairness Opinion, if there is a material change in any fact or matter affecting the Fairness Opinion.

-9-

Under the Engagement Letter, the Financial Advisor will receive a fee from the Company.  In addition, the Financial Advisor is to be reimbursed for its reasonable out-of-pocket expenses and is to be indemnified by the Company in certain circumstances.  The fees payable to the Financial Advisor with respect to the Fairness Opinion are not contingent in whole or in part upon the successful completion of the transactions contemplated by the Amalgamation nor are they dependent on the conclusions reached by the Financial Advisor.

The Financial Advisor is a leading Canadian investment dealer whose businesses include corporate finance, mergers and acquisitions, equity sales and trading and investment research.  The Fairness Opinion is the opinion of the Financial Advisor and the form and content of the Fairness Opinion has been reviewed and approved for release by a group of managing directors of the Financial Advisor, each of whom is experienced in merger, acquisition, divestiture and valuation matters.

Neither the Financial Advisor nor any of its associates or affiliates is an insider, associate or affiliate (as such terms are defined in the Securities Act (Ontario)) of the Company or Mega or any of their respective associates or affiliates.  The Financial Advisor acts as a trader and dealer, both as principal and agent, in major financial markets and, as such, may have had and may in the future have positions in the securities of the Company or Mega and, from time to time, may have executed or may execute transactions for such companies and clients from whom it received or may receive compensation. The Financial Advisor, as an investment dealer, conducts research on securities and may, in the ordinary course of its business, provide research reports and investment advice to its clients on investment matters, including with respect to the Company or Mega.

Support by Principal Shareholders

Pursuant to the terms of the Business Combination Agreement, the Supporting Shareholders entered into Support Agreements with Mega, whereby each Supporting Shareholder agreed, among other things, to vote its Shares (together with any other Shares acquired by such Shareholder prior to the Meeting) in favour of the Amalgamation Resolution at the Meeting and to not take any action, directly or indirectly, which could reasonably be expected to affect the completion of the Amalgamation, except as otherwise permitted by the Support Agreements.  The Supporting Shareholders consist of the directors and officers of the Company, who hold an aggregate of 1,215,489Shares, representing approximately 2.3% of the Shares issued and outstanding as at November 5, 2010, and Pinetree Capital Ltd., who holds an aggregate of 9,076,500 Shares, representing approximately 17.23% of the Company’s issued and outstanding common shares as at November 5, 2010.

Mega may terminate any Support Agreement by written notice to the Supporting Shareholder if: (a) any of the representations and warranties of the Shareholder contained in the Support Agreement are not true and correct in all material respects; or (b) the Supporting Shareholder does not comply with its covenants to Mega contained in the Support Agreement in all material respects. 

A Supporting Shareholder may terminate its Support Agreement with Mega by written notice to Mega if: (a) any of the representations and warranties of Mega contained in the Support Agreement are not true and correct in all material respects; (b) Mega amends the Business Combination Agreement to provide for lesser consideration per Share under the Amalgamation without the prior written consent of the Supporting Shareholder or in any respect which is adverse to the Supporting Shareholder without the prior written consent of the Supporting Shareholder, provided that Mega may, without the consent of the Supporting Shareholder, amend the terms of the Amalgamation (i) to increase the consideration (or the value of the consideration) for the Shares under the Amalgamation, or (ii) to extend the Effective Date to a date no later than January 31, 2011 or (iii) to the extent that Mega has the power to do so, to waive any condition of the Amalgamation or the Business Combination Agreement; or (c) Mega does not comply with its covenants to the Supporting Shareholder contained in the Support Agreement in all material respects.

-10-

A Support Agreement may also be terminated by a written instrument executed by each of Mega and the Supporting Shareholder. 

The Support Agreements will automatically terminate in the event that the Business Combination Agreement is terminated in accordance with its terms. 

Recommendation of the Rolling Rock Board

The Rolling Rock Board has unanimously determined that the Amalgamation is fair to Shareholders and in the best interest of the Company and has authorized the submission of the Amalgamation Resolution to the Shareholders for their approval at the Meeting.  The Rolling Rock Board has unanimously approved the Business Combination Agreement and the Amalgamation Agreement and unanimously recommends that Shareholders vote FOR the Amalgamation Resolution.  In evaluating and approving the Amalgamation and in recommending that the Shareholders vote in favour of the Amalgamation Resolution, the Rolling Rock Board considered the expected results of the Amalgamation as well as a number of factors including, among others, the following:

● Fairness Opinion.  The opinion of the Financial Advisor, to the effect that, as of October 28, 2010, and subject to the analyses, assumptions, qualifications and limitations set forth in the Fairness Opinion, the consideration to be received by the Shareholders (other than Mega and its affiliates) pursuant to the Amalgamation is fair, from a financial point of view, to the Shareholders (other than Mega and its affiliates).

● Ability to Accept a Superior Proposal.  Under the Business Combination Agreement, the Rolling Rock Board remains able to respond, in accordance with its fiduciary duties, to unsolicited proposals that are more favourable to Shareholders than the Amalgamation.

● Shareholder Approvals.  The Rolling Rock Board determined that the required Shareholder Approvals protect the rights of Shareholders. The Amalgamation Resolution must receive the Shareholder Approvals.

● Dissent Rights.  Registered Shareholders who oppose the Amalgamation may exercise Dissent Rights and receive the fair value of their Shares.

● Absence of Superior Proposal.  As at November 5, 2010, the Company has not received any expressions of interest or competing offers related to a merger or acquisition type transaction which might be superior in value to the Amalgamation.

● Outstanding Options, Warrants and Finder’s Options.  Outstanding Options which have not been exercised prior to the Effective Date will be exchanged for and replaced with Mega Replacement Options which will be exercisable for Mega Shares, adjusted on the basis of the Exchange Ratio.  Outstanding Warrants and Finder’s Options which have not been exercised prior to the Effective Date will, in accordance with their terms, become exercisable for Mega Shares adjusted on the basis of the Exchange Ratio.

● Canadian Federal Tax Treatment.  For Canadian federal income tax purposes, Canadian resident Shareholders who hold their Shares as capital property will generally not realize a capital gain or capital loss for purposes of the ITA on the exchange of their Shares for Mega Shares under the Amalgamation unless they choose to recognize the gain or loss.  See “Certain Canadian Federal Income Tax Considerations”.

●   State of Equity Markets.  The Rolling Rock Board considered the state of the equity markets and the difficulty of the Company being able to raise the funds needed to advance the Monument Bay Property on its own.

In reaching its determination, the Rolling Rock Board also considered and evaluated, among other things:  (i) information with respect to the financial condition, business and operations of each of the Company and Mega on a historical, pro-forma and expected future basis; (ii) information with respect to the assets and properties of the Company and Mega; (iii) historical information regarding the trading prices and trading volumes of the Mega Shares and of the Shares; (iv) the other terms of the Amalgamation, including the structure of the Amalgamation; and (v) the risks associated with the completion of the Amalgamation.

-11-

This discussion of the information and factors considered and given weight by the Rolling Rock Board is not intended to be exhaustive, but is believed to include all material factors considered by the Rolling Rock Board.  In reaching the determination to approve and recommend the Amalgamation Resolution, the Rolling Rock Board did not assign any relative or specific weight to the factors which were considered, and individual directors may have given a different weight to each factor.  The Rolling Rock Board’s recommendation was made after consideration of all the above noted factors and in light of the Rolling Rock Board’s knowledge and expectations of the business, financial conditions and prospects of the Company and Mega.

Terms of the Amalgamation

The following is a summary of the terms of the Amalgamation.  Full particulars of the Amalgamation are contained in the Business Combination Agreement and the Amalgamation Agreement.  The Business Combination Agreement has been filed by the Company and Mega under their respective corporate profiles on SEDAR at www.sedar.com.  The Amalgamation Agreement is expected to be entered into among the Company, Mega and Mega Subco, substantially in the form attached as Schedule “B” to this Circular,  prior to the Effective Time.  Shareholders are urged to review the Business Combination Agreement and the Amalgamation Agreement in their entirety.

The purpose of the Amalgamation is for Mega to effect Mega’s acquisition of all of the issued and outstanding Shares.  If the Shareholder Approvals are obtained at the Meeting and all other conditions precedent to the Amalgamation are satisfied or waived, the Amalgamation will be implemented by way of a three-cornered amalgamation whereby the Company will amalgamate with Mega Subco under the BCBCA to form Mergeco.  Mergeco will continue as a wholly-owned subsidiary of Mega and will continue the Company’s business.  Pursuant to the Amalgamation, at the Effective Time, the following will be deemed to occur without any further act or formality:

● The Amalgamating Companies shall be amalgamated and continue as one corporation, Mergeco, on the terms prescribed in the Business Combination Agreement and the Amalgamation Agreement.

● The Shares outstanding immediately prior to the Effective Time shall be cancelled, and Former Shareholders (other than Mega and Mega Subco and Dissenting Shareholders (who are ultimately entitled to be paid the fair value of their Shares)), shall receive, in exchange for their Shares so cancelled, that number of Mega Shares equal to the product of (A) the number of Shares so cancelled, and (B) the Exchange Ratio.

● Neither Mega nor Mega Subco shall receive any repayment of capital in respect of any Shares held by them that are cancelled as set out above.

● The common shares of Mega Subco outstanding immediately prior to the Effective Time shall be cancelled and replaced with an equal number of common shares of Mergeco issued by Mergeco.

● As consideration for the issuance of Mega Shares pursuant to the Amalgamation, Mergeco shall issue to Mega one common share of Mergeco for each Mega Share so issued.

● Following the Effective Time, the following will occur:

● Subject to the terms of the Business Combination Agreement and the Amalgamation Agreement, each Option outstanding immediately prior to the Effective Time, whether vested or not, shall be exchanged for a Mega Replacement Option to acquire that number of Mega Shares equal to the product of (A) the number of Shares subject to the Option immediately before the Effective Time and (B) the Exchange Ratio, and the exercise price per Mega Share subject to any Mega Replacement Option shall be equal to the quotient of (A) the exercise price per Share subject to such Option immediately before the Effective Time divided by (B) the Exchange Ratio.  Notwithstanding the acceleration provisions set out in section 10 of the Option Plan and subject to the approval of the Shareholders and the final approval of the TSXV, each Mega Replacement Option shall be exercisable until the earlier of (A) the original expiry date of the Option exchanged therefor, and (B) the later of (i) the date that is six months after the Effective Date and (ii) the date the holder of the Mega Replacement Option ceases to be an eligible participant under the stock option plan of Mega.  Except as set out above, the terms of each Mega Replacement Option shall be the same as the Option exchanged therefor.

-12-

● Each Warrant outstanding immediately prior to the Effective Time shall remain outstanding in accordance with its terms, and, in accordance with its terms, the holder thereof will receive, upon the exercise thereof, in lieu of the number of Shares to which such holder was theretofore entitled to acquire upon such exercise, that number of Mega Shares equal to the product of (A) the number of Shares subject to such Warrant immediately before the Effective Time and (B) the Exchange Ratio.

● Each Finder’s Option outstanding immediately prior to the Effective Time shall remain outstanding in accordance with its terms, and, in accordance with its terms, the holder thereof will receive, upon the exercise thereof, in lieu of the number of Shares and share purchase warrants to acquire Shares to which such holder was theretofore entitled to acquire upon such exercise, (A) that number of Mega Shares equal to the product of (i) the number of options subject to such Finder’s Option immediately before the Effective Time and (ii) the Exchange Ratio, and (B) share purchase warrants to acquire that number of Mega Shares equal to the product of (i) the number of options subject to such Finder’s Option immediately before the Effective Time and (ii) the Exchange Ratio.

Assuming there are no Dissenting Shareholders and no Options, Warrants or Finder’s Options are exercised during the period between the date of this Circular and the Effective Date, on completion of the Amalgamation, approximately 17,110,000Mega Shares will be issued to Shareholders pursuant to the Amalgamation.  As a result there will be approximately 61,303,780 Mega Shares issued and outstanding on the Effective Date and (77,729,780 Mega Shares on a fully diluted basis) with Former Shareholders holding approximately 27.9% of the total number of issued and outstanding Mega Shares.

To the extent permitted by Applicable Securities Laws, Mega intends to cause the Company to apply to delist the Shares from the TSXV as soon as practicable following the Effective Date and to apply to cease to be a reporting issuer under the securities laws of each province of Canada in which it is a reporting issuer.

Effective Date of the Amalgamation

If the Amalgamation Resolution is passed, every other requirement of the BCBCA relating to the Amalgamation is complied with and all other conditions precedent to the Amalgamation contained in the Business Combination Agreement and the Amalgamation Agreement are satisfied or waived, the Amalgamation will become effective on the Effective Date.  The Company and Mega currently expect that the Effective Date will be on or about December 14, 2010 or such other date as the Parties may agree.

Share Exchange Procedures

Letter of Transmittal and Treatment of Fractional Shares

A Letter of Transmittal sent to Registered Shareholders with this Circular sets out the procedure to be followed by Registered Shareholders of the Company in depositing their Shares. If the Amalgamation becomes effective, in order to receive the Mega Shares to which a Registered Shareholder is entitled in exchange for its Shares, the Registered Shareholder must deliver or send the Letter of Transmittal, properly completed and duly executed, together with certificate(s) representing its Shares and all other required documents to the Depositary at the address set forth in the Letter of Transmittal.  It is each Shareholder’s responsibility to ensure that the Letter of Transmittal is received by the Depositary.  If the Amalgamation is not completed, the Letter of Transmittal will be of no effect and the Depositary will return all certificates representing the Shares to the holders thereof as soon as possible.  Non-Registered Shareholders should consult their Intermediaries for information on depositing their Shares pursuant to the Amalgamation.

No fractional Mega Shares will be issued to Shareholders.  Any Shareholder that would otherwise be entitled to receive a fraction of a Mega Share pursuant to the Amalgamation shall receive such number of Mega Shares rounded down to the nearest whole number without any further consideration or payment in lieu of such fractional Mega Share.

-13-

Certificates representing the Mega Shares to be issued pursuant to the Amalgamation, will, as soon as practicable after the Effective Date, be sent to the former Registered Shareholders of the Company who have complied with the procedures set out in the Letter of Transmittal at the address specified in the Letter of Transmittal. Until surrendered, each certificate which on the Effective Date represented Shares will be deemed, at any time after the Effective Date, to represent only the right to receive upon the surrender thereof the certificate representing Mega Shares that the holder thereof has the right to receive in respect of the Amalgamation and, in the case of Dissenting Shareholders, who have properly exercised their Dissent Rights in accordance with the Dissent Procedures, the right to be paid in accordance with such Dissent Rights.

No dividends or other distributions declared or made on or after the Effective Date with respect to Mega Shares, with a record date on or after the Effective Date, will be delivered to any former Registered Shareholder who holds any unsurrendered certificate that on the Effective Date represented outstanding Shares that were exchanged pursuant to the Amalgamation, unless and until such former Registered Shareholder surrenders such certificate (together with a Letter of Transmittal which has been duly completed and signed in the manner required thereby in respect of such certificate) or complies with the required procedures in respect of any certificate that has been lost, stolen or destroyed.  Subject to applicable law, at the time of such surrender of any such certificate or compliance with the required procedures in respect of lost, stolen or destroyed certificates, the Depositary will deliver to the former Registered Shareholder, the certificate representing Mega Shares and the amount of dividends or other distributions (without interest), paid with respect to such Mega Shares having a record date on or after the Effective Date but prior to the date of such surrender.

Mega, the Company and the Depositary are entitled to deduct and withhold from any dividend or distribution otherwise payable to any holder of Shares such amounts as the Company, Mega or the Depositary are required or permitted to deduct and withhold with respect to such payment under the ITA, the United States Internal Revenue Code of 1986, as amended, or any other provisions of applicable provincial, U.S. state or local or foreign tax laws.  To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.

Lost Certificates

If a certificate representing Shares has been lost, stolen or destroyed, the Letter of Transmittal should be completed as fully as possible and forwarded, together with a letter describing the loss, theft or destruction, to the Depositary.  The Depositary will respond with the replacement requirements necessary for the former Registered Shareholder to receive the Mega Shares under the Amalgamation, which may include a requirement to provide a bond satisfactory to Mega and the Depositary in such amount as Mega and the Depositary may direct or otherwise indemnify Mega, the Company and the Depositary in a manner satisfactory to Mega and the Depositary against any claim that may be made against Mega, the Company or the Depositary with respect to the certificate alleged to have been lost, stolen or destroyed.  If a certificate representing Shares has been lost, stolen or destroyed, the Shareholder should ensure that his or her telephone number is provided in the Letter of Transmittal so that the Depositary may contact such Shareholder.

Cancellation of Rights after Six Years

Any certificate which on the Effective Date represented outstanding Shares and which has not been surrendered by a Former Shareholder, with all other documents required by the Depositary, on or before the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in Mega.  Accordingly, Former Shareholders who deposit with the Depositary certificates representing Shares after the sixth anniversary of the Effective Date will not receive Mega Shares or any other consideration in exchange therefor, will not own any interest in the Company or Mega, and the certificates representing the Shares will be cancelled.

-14-

Delivery Requirements

The method of delivery of certificates representing the Shares, the Letter of Transmittal and all other required documents is at the option and risk of the Shareholder surrendering them. The Company recommends that such documents be delivered by hand to the Depositary, at the office noted in the Letter of Transmittal, and a receipt obtained therefor or, if mailed, that registered mail, with return receipt requested, be used and that proper insurance be obtained.  Non-Registered Shareholders of the Company must contact their Intermediaries to arrange for the deposit with the Depositary of their Shares.

Fees, Costs and Expenses

All expenses incurred in connection with the Amalgamation and the transactions contemplated by the Business Combination Agreement and the Amalgamation Agreement will be paid by the Party incurring those expenses.  The estimated costs to be incurred by the Company relating to the Amalgamation including, without limitation, financial advisory, accounting and legal fees and the preparation and printing of this Circular are expected to aggregate approximately $310,000.

Treatment of Options, Warrants and Finder’s Options

Persons holding outstanding Options on the Effective Date will receive notices and/or agreements from Mega acknowledging the Mega Replacement Options which they are receiving in exchange for their Options.  Persons holding outstanding Warrants and Finder’s Options on the Effective Date will not receive certificates representing common share purchase warrants or options of Mega; rather, all outstanding Warrants and Finder’s Options on the Effective Date will remain outstanding in accordance with their terms, and, in accordance with their terms, will be exercisable to acquire that number of Mega Shares which reflects the Exchange Ratio.

Risk Factors in Relation to the Amalgamation

There are certain risk factors relating to the Company, Mega and the Amalgamation which should be carefully considered by the Shareholders, including the fact that the Amalgamation may not be completed if, among other things, the Amalgamation Resolution does not receive the Shareholder Approvals at the Meeting, or if any other conditions precedent to the completion of the Amalgamation are not satisfied or waived as applicable.  Additional risks include: (i) the termination of the Business Combination Agreement in certain circumstances, in which case the market price for the Shares may be adversely affected; (ii) the failure to successfully integrate the functions and operations of the Company and Mega; (iii) as Shareholders will receive Mega Shares based on the Exchange Ratio, which is fixed, Mega Shares received by Shareholders under the Amalgamation may have a market value lower than expected; (iv) the issue of Mega Shares under the Amalgamation and their subsequent sale may cause the market price of Mega Shares to decline; (v) the termination of the Business Combination Agreement, in certain circumstances, will require the Termination Fee to be paid by the Company which will adversely affect the Company’s financial condition; and (vi) possible adverse income tax consequences to Shareholders and the holders of the outstanding Options, Warrants and Finder’s Options.

If the Amalgamation is completed, Shareholders will hold Mega Shares and, therefore, will hold an interest in the mineral properties and assets of Mega. There are numerous risks associated with an investment in the Mega Shares.

In assessing the Amalgamation, the Shareholders should carefully consider the risk factors which exist with respect to the Amalgamation and for Mega, as described in this Circular.  See “Risk Factors of the Amalgamation” in this Circular, “Risk Factors” in Schedule “F” to this Circular and the risk factors set out in the documents incorporated by reference herein.

THE BUSINESS COMBINATION AGREEMENT

The following is a summary of certain provisions of the Business Combination Agreement.  It does not purport to be complete and is subject to, and is qualified in its entirety by reference to, provisions of the Business Combination Agreement.

-15-

General

The Business Combination Agreement is dated October 29, 2010, and is made among the Company, Mega and Mega Subco.  The Business Combination Agreement provides for the acquisition by Mega of all of the outstanding Shares by way of a three-cornered amalgamation pursuant to which the Company and Mega Subco will amalgamate under the provisions of the BCBCA.  Mergeco will continue as a wholly-owned subsidiary of Mega and continue the business of the Company.

Exchange Ratio

Under the Amalgamation, each Shareholder (other than the Dissenting Shareholders, Mega and Mega Subco) will receive 0.4 of a Mega Share for each one Share based on the Exchange Ratio.  The Options will be exchanged for Mega Replacement Options which will be exercisable to acquire Mega Shares in a number and for an exercise price reflecting the Exchange Ratio.  The Warrants and Finder’s Options will remain outstanding in accordance with their terms, and, in accordance with their terms, will be exercisable to acquire that number of Mega Shares which reflects the Exchange Ratio.  See “The Amalgamation – Terms of the Amalgamation”.

Conditions Precedent to the Amalgamation

Mutual Conditions Precedent

The respective obligations of the Parties to complete the Amalgamation are subject to the satisfaction or waiver by mutual consent of the following conditions at or before the Effective Time:

● the Shareholder Approvals shall have been obtained;

● the TSXV shall have granted the acceptance of the TSXV with respect to the Company required to close the Amalgamation;

● the TSXV shall have granted the acceptance of the TSXV with respect to Mega required to close the Amalgamation; and

● the Business Combination Agreement shall not have been terminated in accordance with its terms.

● Conditions Precedent in Favour of the Company

The obligation of the Company to complete the Amalgamation is subject to the satisfaction or waiver by the Company of the following conditions, as more particularly described in the Business Combination Agreement, at or before the Effective Time:

● there shall not have been any event, change, occurrence or state of facts that, either individually or in the aggregate, have or could reasonably be expected to have a Material Adverse Effect on Mega;

● the representations and warranties made by each of Mega and Mega Subco in the Business Combination Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Effective Time as if made at and as of such time (except to the extent that such representations and warranties speak as of an earlier time, in which event such representations and warranties shall be true and correct as of such earlier time), and all other representations and warranties made by each of Mega and Mega Subco in the Business Combination Agreement shall be true and correct in all material respects as of the Effective Time as if made at and as of such time (except to the extent that such representations and warranties speak as of an earlier time, in which event such representations and warranties shall be true and correct as of such earlier time), in either case, except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, in the reasonable judgment of the Company, have a Material Adverse Effect on, or constitute a Material Adverse Change in respect of, Mega;

-16-

● each of Mega and Mega Subco shall have complied in all material respects with its covenants in the Business Combination Agreement;

● (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Amalgamation, and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments and modifications to agreements, indentures or arrangements, the failure of which to obtain or the non-expiry of which, either individually or in the aggregate would, or could reasonably be expected to have, a Material Adverse Effect on Mega or materially impede the completion of the Amalgamation, shall have been obtained or received on terms that are reasonably satisfactory to the Company;

● there shall have been no action taken under any applicable law or by any Governmental Entity which (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Amalgamation, or (ii) results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could reasonably be expected to have, a Material Adverse Effect on Mega subsequent to the Effective Date; and

● the Mega Board and the directors and sole shareholder of Mega Subco shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Mega and Mega Subco to permit the consummation of the Amalgamation.

Conditions Precedent in Favour of Mega and Mega Subco

The obligation of each of Mega and Mega Subco to complete the Amalgamation is subject to the satisfaction or waiver by Mega and Mega Subco of the following conditions, as more particularly described in the Business Combination Agreement, at or before the Effective Time:

● there shall not have been any event, change, occurrence or state of facts that, either individually or in the aggregate, have or could reasonably be expected to have a Material Adverse Effect on the Company;

● the representations and warranties made by the Company in the Business Combination Agreement that are qualified by the expression “Material Adverse Change” or “Material Adverse Effect” shall be true and correct as of the Effective Time as if made at and as of such time (except to the extent that such representations and

● warranties speak as of an earlier time, in which event such representations and warranties shall be true and correct as of such earlier time), and all other representations and warranties made by the Company in the Business Combination Agreement that are not so qualified shall be true and correct in all material respects as of the Effective Time as if made at and as of such time (except to the extent that such representations and warranties speak as of an earlier time, in which event such representations and warranties shall be true and correct as of such earlier time), in either case, except where any failures or breaches of representations and warranties would not, either individually or in the aggregate, in the reasonable judgment of Mega, have a Material Adverse Effect on, or constitute a Material Adverse Change in respect of, the Company;

● the Company shall have complied in all material respects with its covenants in the Business Combination Agreement;

● Shareholders holding no more than 2% of the outstanding Shares shall have exercised their Dissent Rights (and not withdrawn such exercise);

● the Support Agreements shall not have been terminated;

● Mega shall have obtained title opinions, in form and substance satisfactory to Mega, acting reasonably, addressed to Mega relating to the Monument Bay Property and the Domain Property;

-17-

● the Company shall have prepared and filed interim financial statements of the Company for the three and six months ended September 30, 2010;

● (i) all consents, waivers, permits, exemptions, orders and approvals of, and any registrations and filings with, any Governmental Entity and the expiry of any waiting periods, in connection with, or required to permit, the completion of the Amalgamation, and (ii) all third person and other consents, waivers, permits, exemptions, orders, approvals, agreements and amendments, supplements and modifications to agreements, indentures or arrangements, in each case considered necessary or desirable by Mega, acting reasonably, shall have been obtained or received on terms that are reasonably satisfactory to Mega;

● the distribution of the Mega Shares and any other securities of Mega issued in exchange for securities of the Company in the United States pursuant to the Amalgamation shall be exempt from registration requirements under the 1933 Act;

·   Mega and the Company shall have entered into an agreement, in a form satisfactory to Mega, acting reasonably, with Kinross Gold Corporation (“Kinross”) pursuant to which Kinross (as successor in interest to Bema Gold Corporation (“Bema”)) has agreed to accept Mega Shares in lieu of the up to 7,000,000 Shares issuable to it pursuant to the Monument Bay property purchase agreement dated July 5, 2006 between the Company and Bema on the basis of the Exchange Ratio;

● Scott Angus shall have delivered to the Company his written resignation, in a form satisfactory to Mega, acting reasonably, under the Management Services Agreement dated August 1, 2007, as amended, between the Company and Scott Angus effective as of the Closing Date, together with a full and final release, in a form satisfactory to Mega, acting reasonably, in favour of the Company, Mergeco and Mega, and Mega shall have entered into a consulting agreement, in a form satisfactory to Mega, acting reasonably, with Scott Angus or a company or other entity wholly-owned by him, to the effect that Scott Angus or his company shall provide consulting services to Mega if, as and when required by Mega for a period of one-year following the Effective Date at daily compensation rates consistent with his compensation prior to the Effective Date;

● Golden Oak shall have delivered to the Company its intention to terminate, in a form satisfactory to Mega, acting reasonably, the Consulting Agreement dated August 1, 2008 between the Company, Golden Oak and Doris Meyer effective as of the Closing Date, together with a full and final release, in a form satisfactory to Mega, acting reasonably, in favour of the Company, Mergeco and Mega, and Mega shall have entered into a consulting agreement, in a form satisfactory to Mega, acting reasonably, with Doris Meyer, or a company or

● other entity wholly-owned by her, to the effect that Doris Meyer or her company shall provide consulting services to Mega if, as and when required by Mega for a period of one-year following the Effective Date at daily compensation rates consistent with her compensation prior to the Effective Date;

● there shall have been no action taken under any applicable law or by any Governmental Entity which (i) makes it illegal or otherwise directly or indirectly restrains, enjoins or prohibits the completion of the Amalgamation, or (ii) results or could reasonably be expected to result in a judgment, order, decree or assessment of damages, directly or indirectly, relating to the Amalgamation which has, or could have, a Material Adverse Effect on Mega, the Company, the Monument Bay Property or the Domain Property, subsequent to the Effective Date;

● the Rolling Rock Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by the Company to permit, or required in connection with, the completion of the Amalgamation; and

● subject to the terms of the Business Combination Agreement, the Rolling Rock Board shall not have withdrawn, modified, qualified or changed in a manner adverse to Mega, or publicly stated that it intends to withdraw, modify, qualify or change in a manner adverse to Mega its recommendation to the Shareholders that they vote in favour of the Amalgamation Resolution.

-18-

Non-Solicitation Covenant

The Company has agreed that, except as contemplated by the Business Combination Agreement, it will not, and it will not authorize or permit any of its representatives, to:

● make, solicit, initiate, encourage, entertain, promote or facilitate, including by way of furnishing information, permitting any visit to facilities or properties of the Company or entering into any form of agreement, written or verbal, any inquiries or the making of any proposal which does or could constitute an Acquisition Proposal or potential Acquisition Proposal;

● participate, directly or indirectly, in any discussions or negotiations regarding any Acquisition Proposal or potential Acquisition Proposal;

● withdraw, modify, qualify or change in a manner adverse to Mega, or publicly state that it intends to withdraw, modify, qualify or change in a manner adverse to Mega, the approval or recommendation of the Rolling Rock Board of the Amalgamation (it being understood that failing to affirm the approval or recommendation of the Rolling Rock Board of the Amalgamation after an Acquisition Proposal has been publicly announced shall be considered a modification which is adverse to Mega for the purposes of this subsection if the Rolling Rock Board has not affirmed the approval or recommendation of the Amalgamation on the date which is the earlier of (A) 15 calendar days after the date on which the Acquisition Proposal has been publicly announced and (B) five Business Days prior to the Meeting);

● approve or recommend any Acquisition Proposal; or

● enter into any agreement, written or verbal, related to any Acquisition Proposal or requiring the Company to abandon, terminate or fail to consummate the Amalgamation or any other transaction contemplated herein or providing for the payment of any break, termination or other fee or expense to any person in the event that the Company completes the Amalgamation and the other transactions contemplated herein or any other transaction with Mega or any of the Mega Subsidiaries agreed to prior to the termination of this Agreement.

● The Company has agreed to, and will direct or cause its representatives to immediately cease and cause to be terminated any solicitation, encouragement, activity, discussion, negotiation or process with any person that may be ongoing with respect to any proposal that constitutes, or may reasonably be expected to constitute, an Acquisition Proposal whether or not initiated by the Company.  The Company has also agreed to request the return of all confidential information regarding the Company previously provided to any person (other than Mega or any Mega Subsidiary) relating to any transaction that constitutes, or could reasonably be expected to constitute, an Acquisition Proposal.  The Company further agreed not to release any such person from any standstill or confidentiality agreement or provision to which such person is a party with the Company and to take all required actions to enforce such standstill and confidentiality agreements and provisions.

The Rolling Rock Board may, prior to the approval of the Amalgamation Resolution by the Shareholders, consider and participate, directly or indirectly, in any discussions or negotiations with, or provide information to, or permit any visit to the properties or facilities of the Company by, any person who has delivered a bona fide written Acquisition Proposal (i) that was not solicited or encouraged after the date of the Business Combination Agreement, (ii) did not otherwise result from a breach of the above non-solicitation covenants, and (iii) that the Rolling Rock Board determines in good faith, after consultation with the Financial Advisor and outside legal counsel, is or would, if completed, reasonably be expected to constitute, a Superior Proposal, provided, however, that prior to taking any such action, the Company must (iv) give notice to Mega of such Acquisition Proposal, and (iv) obtain a confidentiality agreement from the person making such Acquisition Proposal containing terms typical for a transaction of this nature, including a standstill provision that is typical of a transaction of this nature.

The Company has agreed to promptly notify Mega of any inquiry, proposal or offer relating to or constituting an Acquisition Proposal, or any request for non-public information relating to the Company.

-19-

Ability to Accept a Superior Proposal

If the Company has complied with the above non-solicitation covenants of the Business Combination Agreement, the Company may accept, approve, recommend or enter into any agreement, understanding or arrangement in respect of a Superior Proposal prior to the approval of the Amalgamation Resolution by the Shareholders and terminate the Business Combination Agreement if, and only if: (i) the Company has provided Mega with a copy of the document containing the Superior Proposal; (ii) five Business Days have elapsed from the later of (A) the date Mega received written notice advising Mega that the Rolling Rock Board has resolved to accept, approve, recommend or enter into an agreement in respect of such Superior Proposal, specifying the terms and conditions of such Superior Proposal and identifying the person making such Superior Proposal, and (B) the date Mega received a copy of the document containing such Superior Proposal; (iii) the Rolling Rock Board has determined in good faith (after consultation with outside legal counsel) that it is necessary for the Rolling Rock Board to take such action in order to discharge properly its fiduciary duties; (iv) such Superior Proposal does not provide for the payment of any break, termination or other fee or expense to the person making the Superior Proposal in the event that the Company completes the Amalgamation or any other transaction with Mega or any of the Mega Subsidiaries agreed to prior to the termination of the Business Combination Agreement; (v) taking into account any revised proposal made by Mega since receipt of the written notice as set out in above, such Superior Proposal remains a Superior Proposal and the Rolling Rock Board has again made the determination to accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal; and (vi) the Company has previously or concurrently paid or caused to be paid to Mega the Termination Fee (as described below).

Right to Match

Each of the Company and Mega has agreed that during the five Business Day period referred to above under “Ability to Accept a Superior Proposal”, Mega will have the right, but not the obligation, to offer to amend the terms of the Business Combination Agreement.  The Rolling Rock Board will review any such proposal by Mega, in order to determine in good faith whether Mega’s amended proposal would result in the Superior Proposal to which Mega is responding ceasing to be a Superior Proposal.

Reaffirmation of Recommendation by the Rolling Rock Board

If the Rolling Rock Board determines that Mega’s amended proposal, upon acceptance by the Company, would result in the Superior Proposal ceasing to be a Superior Proposal, the Company will enter into an amended agreement with Mega reflecting Mega’s amended proposal.  If the Rolling Rock Board continues to believe, in consultation with the Financial Advisor and legal counsel, that such Superior Proposal remains a Superior Proposal and therefore rejects Mega’s amended proposal, the Company may, on termination of the Business Combination Agreement and payment of the Termination Fee, accept, approve, recommend or enter into an agreement, understanding or arrangement in respect of such Superior Proposal.

Termination of the Business Combination Agreement

The Business Combination Agreement may be terminated at any time prior to the Effective Date:

(a)     by the mutual written consent and agreement of the Parties;

(b)     by Mega if (i) the Rolling Rock Board shall have withdrawn or modified in a manner adverse to Mega its approval or recommendation of the Amalgamation or (ii) the Rolling Rock Board shall have approved or recommended an Acquisition Proposal;

(c)     by Mega if the Company shall have failed to hold the Meeting on or before December 24, 2010, unless such failure results from (i) delays in obtaining all required regulatory approvals that are beyond the control of the Company, or (ii) an adjournment or postponement of the Meeting for not more than ten Business Days in the event that the Company provides Mega with written notice of a Superior Proposal on a date that is less than five Business Days prior to the Meeting;

-20-

(d)     by Mega if there is a breach by the Company or any of its directors, officers, agents or any other representative thereof of any of the non-solicitation covenants or covenant to not adopt any resolution or enter into any agreement providing for an amalgamation, merger, consolidation, reorganization, liquidation, dissolution or other extraordinary transaction, adopt any plan of liquidation or reorganize, amalgamate or merge with any other person, as more particularly set out in the Business Combination Agreement, in each case, prior to the Effective Date;

(e)     by the Company in order to enter into a definitive written agreement with respect to a Superior Proposal;

(f)     by any Party if the Shareholder Approvals shall not have been obtained at the Meeting; or

(g)     by any Party if any of the conditions precedent for the benefit of the terminating Party is not satisfied or waived in accordance with those sections.

In addition, the Business Combination Agreement will terminate and the obligations of the Parties thereunder will terminate if the Effective Date does not occur by January 31, 2011 (the “Termination Deadline”), unless the Parties agree to extend such deadline.  Any Party will have the one-time right, upon written notice to the other Parties, to extend the Termination Deadline for a period of 30 days beyond the Termination Deadline.

Termination Fee

Pursuant to the Business Combination Agreement, Mega shall be entitled to a payment of $450,000 (the “Termination Fee”) in the event that:

(a)     Mega shall terminate the Business Combination Agreement pursuant to paragraph (b) above under “Termination of the Business Combination Agreement”;

(b)     Mega shall terminate the Business Combination Agreement pursuant to paragraph (c) above under “Termination of the Business Combination Agreement”;

(c)     Mega shall terminate the Business Combination Agreement pursuant to paragraph (d) above under “Termination of the Business Combination Agreement”;

(d)     the Company shall terminate the Business Combination Agreement pursuant to paragraph (e) above under “Termination of the Business Combination Agreement”; or

(e)     any Party shall terminate the Business Combination Agreement pursuant to paragraph (f) above under “Termination of the Business Combination Agreement” in circumstances where the Amalgamation Resolution has not received the required Shareholder Approvals at the Meeting and (i) a bona fide Acquisition Proposal has been publicly announced or made by any person other than Mega prior to the Meeting and not publicly withdrawn more than five Business Days prior to the Meeting, and (ii) the Company enters into an agreement with respect to such Acquisition Proposal, or such Acquisition Proposal is completed, after the date of the Business Combination Agreement and prior to the expiration of 12 months following the termination of the Business Combination Agreement.

The Company shall pay the Termination Fee to Mega at the time of termination in the circumstances set out in paragraphs (a), (b), (c) or (d) above, and, in the circumstances set forth in paragraph (e) above, the Termination Fee shall be payable within three Business Days following the earlier of the date on which the Company enters into an agreement in respect of an Acquisition Proposal or the date on which the Company consummates an Acquisition Proposal.

-21-

Representations and Warranties

The Business Combination Agreement contains a number of customary representations and warranties of each of the Parties relating to, among other things, corporate status, the corporate authorization and enforceability of, and board approval of, the Business Combination Agreement and the Amalgamation and the business, operations and properties of Mega and the Company, including: capitalization; fair presentation of financial statements; liabilities; absence of any Material Adverse Change; absence of litigation; employment matters and absence of employee severance payments triggered by the Amalgamation, tax matters, mineral interests and rights, insurance and environmental matters.

Conduct of Business

The Company has agreed that, prior to the Effective Date, except with the written consent of Mega or as expressly contemplated or permitted by the Business Combination Agreement, the Company will carry on its business in the ordinary course and in a manner consistent with past practice.  Each of the Company and Mega has also agreed that it will not take certain actions specified in the Business Combination Agreement, including entering into any transaction or performing any act that might interfere with, delay or be inconsistent with the consummation of the transactions contemplated by the Business Combination Agreement.

Other Covenants

Each of the Company and Mega has agreed to a number of covenants, including to: (a) not take any action which is inconsistent with the provisions of the Business Combination Agreement or which would reasonably be expected to materially impede the completion of the transactions contemplated thereby; and (b) use its commercially reasonable efforts to obtain all consents, approvals, authorizations or waivers required or advisable to be obtained by it from Governmental Entities in respect of the Amalgamation.

STOCK EXCHANGE LISTING AND APPROVAL

The Shares are listed and posted for trading on the TSXV under the symbol “RLL”.  The closing price of the Shares on September 23, 2010, the last complete trading day prior to the announcement of the Amalgamation, was $0.165 and as at the close of trading on November 5, 2010 was $0.19.

The following table sets forth information relating to the trading of the Shares on the TSXV for the months indicated.

Month	High ($)	Low ($)	Volume
November 2010 (to November 5)	0.19	0.175	238,235
October 2010	0.205	0.170	1,116,300
September 2010	0.235	0.140	6,051,580
August 2010	0.155	0.115	543,000
July 2010	0.180	0.100	1,455,400
June 2010	0.165	0.110	727,300
May 2010	0.175	0.125	2,028,500

The Mega Shares are listed and posted for trading on the TSXV under the symbol “MGP”.  The closing price of the Mega Shares on the TSXV on September 23, 2010, the last complete trading day prior to the announcement of the Amalgamation, was $0.59 and as at the close of trading on November 5, 2010 was $0.49.

-22-

The Amalgamation and the issuance of the Mega Shares pursuant to the Amalgamation are subject to regulatory approval, including without limitation, the approval of the TSXV.  Conditional acceptance of the TSXV in respect of the Amalgamation and related transactions has been obtained by the Company and Mega.  The TSXV has conditionally approved the listing of the Mega Shares to be issued pursuant to the Amalgamation, including the Mega Shares issuable upon exercise of the Mega Replacement Options and the exercise of outstanding Warrants and Finder’s Options, subject only to compliance with the usual requirements of the TSXV.  The Company and Mega have the right to terminate the Amalgamation Agreement if all regulatory approvals have not been obtained on terms and conditions satisfactory to each Party, acting reasonably.

DISSENTING SHAREHOLDERS’ RIGHTS

The following description of a Shareholder’s Dissent Rights is not a comprehensive statement of the procedures to be followed by a Dissenting Shareholder and is qualified entirely by reference to the full text of Sections 237 to 247 of the BCBCA annexed as Schedule “C” to this Circular.

In general, any Registered Shareholder who dissents from the Amalgamation Resolution in compliance with Sections 237 to 247 of the BCBCA will be entitled, in the event that the Amalgamation becomes effective, to be paid by the Company the fair value of the Shares held by such Dissenting Shareholder determined as at the point in time immediately before the passing of the Amalgamation Resolution.

A Dissenting Shareholder shall, on the Effective Date, and notwithstanding any provision of Sections 237 to 247 of the BCBCA, be deemed to have sold to the Company the Dissent Shares and may not vote, or exercise or assert any rights of a Shareholder other than the entitlement to be paid fair value for such Shares in accordance with the Dissent Procedures.  In no event shall the Company be required to recognize a Dissenting Shareholder as a securityholder of the Company after the Effective Date.  In addition, in accordance with the restrictions set forth in Sections 237 to 247 of the BCBCA, no Shareholder who has voted in favour of the Amalgamation Resolution shall be entitled to dissent.

A Dissenting Shareholder who, for any reason, does not properly fulfill each of the Dissent Procedures in accordance with the requirements set out in Sections 237 to 247 of the BCBCA, acts inconsistently with such dissent or who for any other reason is not entitled to be paid the fair value of the holder’s Shares shall be treated as if the Shareholder had participated in the Amalgamation on the same basis as a non-dissenting Shareholder.

The filing of a Dissent Notice deprives a Dissenting Shareholder of the right to vote at the Meeting, except if such Dissenting Shareholder ceases to be a Dissenting Shareholder in accordance with the Dissent Procedures.  For greater certainty, a Shareholder who wishes to exercise Dissent Rights may not vote in favour of the Amalgamation.

A Shareholder who wishes to dissent must deliver a Dissent Notice to the head office of the Company at Unit 1, 15782 Marine Drive, White Rock, British Columbia V4B 1E6 Canada, Attention:  Corporate Secretary, not less than 48 hours prior (excluding Saturdays, Sundays and holidays) to the time of the Meeting or any adjournment or postponement thereof.  If a Dissenting Shareholder also holds a beneficial interest in Shares, the registered owner of such Shares must also dissent.

The Dissent Notice must set out the number of Shares in respect of which the Dissent Notice is being sent and:

(a)     if such Shares constitute all of the Shares of which the Shareholder is both the registered and beneficial owner and the Shareholder owns no other Shares, a statement to that effect;

(b)     if such Shares constitute all of the Shares of which the Shareholder is both the registered and beneficial owner but if the Shareholder owns additional Shares beneficially, a statement to that effect and the names of the registered owners of such Shares, the number of Shares held by such registered owners and a statement that Dissent Notices have or will be sent with respect to such securities; or

-23-

(c)     if the Dissent Rights are being exercised by a registered owner who is not also the beneficial owner of such Shares, a statement to that effect and the name of the beneficial owner and a statement that the registered owner is dissenting with respect to all Shares of the beneficial owner registered in such registered owner’s name.

The Company is required, promptly after the later of: (i) the date on which the Company forms the intention to proceed with the Amalgamation; and (ii) the date on which the Dissent Notice was received, to notify each Dissenting Shareholder of its intention to act on the Amalgamation.  The Company expects that it will be in a position to deliver such notification on or before the Effective Date.  Upon receipt of such notification, each Dissenting Shareholder is then required, if the Dissenting Shareholder wishes to proceed with the dissent, within one month after the date of such notice to send to the Company: (a) a written statement that the Dissenting Shareholder requires the Company to purchase all of its Shares; (b) the certificates representing such Shares; and (c) if the Dissent Right is being exercised by the Dissenting Shareholder on behalf of a beneficial owner who is not the registered owner, a statement to that effect and the name of the beneficial owner and a statement that the registered owner is dissenting with respect to all Shares of the beneficial owner registered in such registered owner’s name.  A Shareholder who fails to send to the Company within the required time frame, the written statements described above and the certificates representing the Shares in respect of which the Dissenting Shareholder dissents, forfeits the Shareholder’s right to dissent.

On sending the required documentation to the Company, the fair value for the Dissenting Shares will be determined as follows:

(a)     if the Company and a Dissenting Shareholder agree on the fair value of the Shares, then the Company must promptly pay that amount to the Dissenting Shareholder unless the Company is insolvent or payment would render the Company insolvent in which case it must promptly send notice to the Dissenting Shareholder that the Company is lawfully unable to pay the Dissenting Shareholder for its Shares; or

(b)     if a Dissenting Shareholder and the Company are unable to agree on a fair value, the Dissenting Shareholder may apply to the Court to determine the fair value of the Shares, and the Company must pay to the Shareholder the fair value determined by the Court unless the Company is insolvent or payment would render the Company insolvent in which case it must promptly send notice to the Dissenting Shareholder that the Company is lawfully unable to pay the Dissenting Shareholder for its Shares.

If the Company is insolvent or would be rendered insolvent by making the payment to the Dissenting Shareholders, Dissenting Shareholders will have 30 days to elect to either: (a) withdraw their dissent and receive the consideration applicable to Shareholders under the Amalgamation; or (b) retain their status as a claimant and be paid as soon as the Company is lawfully able to do so or, in a liquidation, be ranked subordinate to its creditors but in priority to its Shareholders.

If the Amalgamation is not implemented for any reason, Dissenting Shareholders will not be entitled to be paid the fair value for their Shares, and such Shares will not be deemed to be transferred to the Company.

The discussion above is only a summary of the Dissent Procedures which are technical and complex.  A Shareholder who intends to exercise his or her Dissent Right should carefully consider and comply with the provisions of Sections 237 to 247 of the BCBCA.  Persons who are Non-Registered Shareholders whose Shares are registered in the name of an Intermediary, or in some other name, who wish to dissent should be aware that only the Registered Shareholders of such Shares are entitled to dissent.  It is suggested that any Shareholder wishing to avail himself or herself of the Dissent Rights seek his or her own legal advice, as failure to comply strictly with the applicable provisions of the BCBCA may prejudice the availability of such Dissent Rights.  Dissenting Shareholders should note that the exercise of Dissent Rights can be a complex, time consuming and expensive process.

-24-

PRINCIPAL LEGAL MATTERS

Shareholder Approvals

The Amalgamation Resolution must be approved by at least 66⅔% of the votes cast on the Amalgamation Resolution by the Shareholders present in person or represented by proxy at the Meeting.  In addition, the Amalgamation must be approved by a majority of the votes cast by Shareholders, after excluding the votes cast by persons whose votes may not be included in determining minority approval of a business combination pursuant to TSXV Policy 5.9 and MI 61-101.  See “The Amalgamation – Shareholder Approvals of Amalgamation Resolution”.  The presence of one Shareholder who, or one proxyholder representing Shareholders, who, in the aggregate, holds at least 5% of the issued and outstanding Shares entitled to be voted at the Meeting, will constitute a quorum for the Meeting.

Regulatory Matters

Other than the final approval of the TSXV, there are no material filings, consents, waiting periods or approvals required to be made with, applicable to, or required to be received from any Governmental Entity in connection with the Amalgamation prior to the Effective Date.

Stock Exchange Approvals

The Shares are listed on the TSXV.  The TSXV has conditionally approved the Amalgamation, subject to approval by the Shareholders.

The Mega Shares are listed on the TSXV.  The TSXV has conditionally approved the listing of the Mega Shares to be issued pursuant to the Amalgamation, including without limitation the Mega Shares to be issued upon exercise of the Mega Replacement Options and the exercise of the outstanding Warrants and Finder’s Options, subject only to compliance with the usual requirements of the TSXV.

The Company and Mega have the right to terminate the Business Combination Agreement if all regulatory approvals have not been obtained on terms and conditions satisfactory to each Party, acting reasonably.

See “Stock Exchange Listing and Approval”.

RISK FACTORS OF THE AMALGAMATION

Shareholders should carefully consider the following risk factors relating to the Amalgamation before deciding to vote or instruct their vote to be cast to approve the matters relating to the Amalgamation.  In addition to the risk factors relating to the Amalgamation set out below, Shareholders should also carefully consider the risk factors applicable to Mega set out in Schedule “F” and the documents incorporated by reference herein.  Additional risks and uncertainties, including those currently unknown or considered immaterial by the Company, may also adversely affect the business of Mega following completion of the Amalgamation.  All of the risk factors described below and in Schedule “F” and the documents incorporated by reference herein should be considered by Shareholders in conjunction with the other information included in this Circular, including the schedules hereto.

Risks Related to the Amalgamation

The Amalgamation may be terminated by the Company or Mega in certain circumstances, in which case the market price for the Shares may be adversely affected.

Each of the Company and Mega has the right to terminate the Business Combination Agreement in certain circumstances.  Accordingly, there is no certainty, nor can the Company provide any assurance, that the Business Combination Agreement will not be terminated by either the Company or Mega before the completion of the Amalgamation.  In addition, the completion of the Amalgamation is subject to a number of conditions precedent,

-25-

certain of which are outside the control of the Company or Mega, including Shareholders approving the Amalgamation and all required regulatory approvals being obtained by the Company and Mega.  There is no certainty, nor can the Company provide any assurance, that these conditions will be satisfied.  If for any reason the Amalgamation is not completed, the market price of the Shares may be adversely affected.  Moreover, if the Business Combination Agreement is terminated, there is no assurance that the Rolling Rock Board will be able to find a party willing to pay equivalent consideration or a more attractive price for Shares than the consideration being offered pursuant to the terms of the Business Combination Agreement.

Risks Associated with Fixed Share Exchange Ratio

Pursuant to the provisions of the Amalgamation, each Share will be exchanged for 0.4 Mega Shares.  This Share Exchange Ratio is fixed and will not increase or decrease due to fluctuations in the market price of the Shares or Mega Shares. The market value of the consideration that Shareholders will receive pursuant to the Amalgamation will depend on the market price of the Mega Shares on the Effective Date.  If the market price of the Mega Shares increases or decreases, the market value of the Mega Shares that Shareholders receive will correspondingly increase or decrease.  The number of Mega Shares being issued in connection with the Amalgamation will not change despite decreases or increases in the market price of Shares or Mega Shares.  Many of the factors that affect the market price of the Shares or Mega Shares are beyond the control of the Company and Mega.  These factors include fluctuations in the price of gold, silver and other minerals, changes in the regulatory environment, adverse political developments, prevailing conditions in the capital markets, and interest rate and exchange rate fluctuations.

Possible Failure to Realize Anticipated Benefits of the Amalgamation

The success of Mega following completion of the Amalgamation will depend in large part on successfully consolidating functions and integrating operations, projects, procedures and personnel in a timely and efficient manner as well as Mega’s ability to realize the anticipated growth opportunities and synergies from combining the acquired business and operations of the Company with those of Mega.  The failure of Mega to achieve such integration could result in the failure of Mega to realize any of the anticipated benefits of the Amalgamation and could impair the results of operations, profitability and financial results of Mega.  The integration will require the dedication of management effort, time and resources which may divert management’s focus and resources from other strategic opportunities and from operational matters during this process.

The issue of Mega Shares under the Amalgamation and their subsequent sale may cause the market price of Mega Shares to decline

As of November 5, 2010, 44,193,780 Mega Shares were outstanding and an aggregate of 12,240,000 Mega Shares were subject to outstanding convertible securities to purchase or acquire Mega Shares.  Mega currently expects that in connection with the Amalgamation it will issue approximately 17.1 million Mega Shares (assuming that no Shareholder exercises Dissent Rights) and reserve approximately 4,186,000 Mega Shares for issue on exercise of the Mega Replacement Options and the outstanding Warrants and Finder’s Options to be assumed by Mega.  The issue of these Mega Shares and the sale of Mega Shares that may become eligible for sale in the public market from time to time could depress the market price for Mega Shares.

Payment of the Termination Fee may Adversely Affect the Company’s Financial Condition

In certain circumstances set out in the Business Combination Agreement, the Company may be required to pay the Termination Fee to Mega.  If the Company is required to pay the Termination Fee, the Company’s financial condition will be materially adversely affected.

Risks Related to Income Taxation

The Amalgamation may give rise to adverse tax consequences to Shareholders and the holders of Options, Warrants and Finder’s Options and each of the Shareholders and holders of Options, Warrants and Finder’s Options is urged to consult its own tax advisor.

-26-

SECURITIES LAW CONSIDERATIONS

Canadian Securities Law Considerations

The Mega Shares to be issued under the Amalgamation will be issued in reliance on exemptions from the prospectus and registration requirements of Applicable Securities Laws in all provinces and territories of Canada.  The first trade by holders of the Mega Shares received pursuant to the Amalgamation will generally be free from restrictions on resale provided that:

(a)     such trade is not a control distribution (within the meaning of applicable securities laws);

(b)     no unusual effort has been made to prepare the market or to create a demand for the Mega Shares;

(c)     no extraordinary commission is paid to a person or company in respect of such trade; and

(d)     if the selling security holder is an insider or officer of Mega, such holder has no reasonable grounds to believe that Mega is in default of securities laws.

United States Securities Law Considerations

The Mega Shares and Mega Replacement Options to be issued under the Amalgamation have not been registered under the 1933 Act or the securities laws of any state of the United States.  Such securities are being issued in reliance on the exemption from registration set forth in Rule 802 and exemptions provided under the securities laws of each applicable state of the United States.  Rule 802 provides an exemption from registration under the 1933 Act for offers and sales of securities issued in exchange for one or more outstanding securities where:

·     the subject company (the Company in this transaction) is a Foreign Private Issuer;

·     U.S. Holders  hold no more than 10 percent of the securities that are the subject of the business combination;

·     U.S. Holders participate in the business combination on terms at least as favorable as those offered to any other holder of the subject securities;

·     the issuer publishes or otherwise disseminates an informational document to the holders of the subject securities in connection with the business combination complying with disclosure requirements set forth in Rule 802; and

·     the issuer furnishes the informational document, including any amendments thereto, to the SEC on Form CB together with a Form F-X  to appoint an agent for service in the United States.

This Circular is being filed with the SEC on Form CB.

Company securityholders are urged to consult with their own legal counsel to ensure that the resale of Mega securities issued to them pursuant to the Amalgamation complies with applicable securities legislation.

Exchange of Rule 144 Restricted Securities

The securities to be issued pursuant to the Amalgamation will be unregistered “restricted securities” within the meaning of Rule 144 under the 1933 Act to the same extent and proportion that the securities exchanged by the holder in that transaction were restricted securities.

Holders of the Company’s Shares that are not restricted securities under Rule 144 under the 1933 Act will receive Mega Shares that are unrestricted securities.  Holders that are not deemed to be affiliates of Mega after completion of the Amalgamation may freely resale their securities under U.S. Securities Laws.  As defined in Rule 144 under the 1933 Act, an “affiliate” of an issuer is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with the issuer.

-27-

Holders of the Company’s Shares that are restricted securities under Rule 144 under the 1933 Act will receive Mega Shares that are restricted securities  under Rule 144 under the 1933 Act.  Restricted securities may be resold in compliance with exemptions under the 1933 Act.

Affiliates of Mega

Shareholders who are affiliates of Mega within 90 days before the Amalgamation or who will be affiliates of Mega after the Amalgamation will be subject to restrictions on resale imposed by the 1933 Act with respect to Mega Shares issued pursuant to the Amalgamation.  These affiliates may not resell their Mega Shares unless such shares are registered under the 1933 Act or an exemption from registration is available.  In general, under Rule 144, persons who are affiliates of Mega after the Amalgamation will be entitled to sell in the United States, during any three-month period, a portion of the Mega Shares that they receive in connection with the Amalgamation, provided that the number of such shares sold does not exceed one percent of the then outstanding class of Mega Shares, subject to specific restrictions on manner of sale, notice requirements, aggregation rules and the availability of current public information about Mega.

Resale of Mega Shares Pursuant to Regulation S

Subject to certain limitations, at any time that Mega is a “foreign private issuer” (as defined in Rule 405 under the 1933 Act), Shareholders holding restricted securities and Shareholders who are affiliates (solely by virtue of his or her status as an officer or director) of Mega after the Amalgamation or of Mega within 90 days before the Amalgamation may immediately resell the Shares they receive under the Amalgamation outside the United States without registration under the 1933 Act pursuant to Regulation S under the 1933 Act.  Generally, such persons may resell such securities in an “offshore transaction” if (i) no offer is made to a person in the United States, (ii) either (A) at the time the buyer’s buy order is originated, the buyer is outside the United States, or the seller and any person acting on its behalf reasonably believes that the buyer is outside the United States, or (B) the transaction is executed in, on or through a “designated offshore securities market” (which would include a sale through the TSX) if neither the seller nor any person acting on its behalf knows that the transaction has been pre-arranged with a buyer in the United States, and (iii) neither the seller, any affiliate of the seller or any person acting on any of their behalf engages in any “directed selling efforts” in the United States.  For the purposes of Regulation S, “directed selling efforts” means “any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the securities being offered” in the resale transaction.  Certain additional restrictions will apply to a person who is an affiliate of Mega after the Amalgamation or of Mega within 90 days before the Amalgamation other than solely by virtue of his or her status as an officer or director of the applicable entity.  Mega is under no obligation to remain a foreign private issuer.

Exercise of the Mega Replacement Options and Mega Replacement Warrants

Rule 802 does not exempt the issuance of securities upon the exercise of securities that were issued pursuant to Rule 802.  Therefore, the Warrants and Finder’s Options assumed by Mega pursuant to the Amalgamation may not be exercised in the United States or by or on behalf of a U.S. person as defined in Rule 902(k) of Regulation S under the 1933 Act, nor may any Mega Shares issued upon such exercise be offered or resold, except pursuant to registration under the 1933 Act or an exemption from such registration requirements.

Company securityholders are urged to consult with their own legal counsel to ensure that the resale of Mega securities issued to them pursuant to the Amalgamation complies with applicable securities legislation.

The securities issuable in connection with the Amalgamation have not been approved or disapproved by the SEC or the securities regulatory authorities in any state, nor has the SEC or the securities regulatory authorities in any state passed on the fairness or merits of the Amalgamation or the adequacy or accuracy of this Circular. Any representation to the contrary is a criminal offence.

-28-

CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS

General

The following is a general summary, as of the date hereof, of the principal Canadian federal income tax considerations generally applicable to a Shareholder who disposes of Shares under the Amalgamation (or who duly dissents under the Amalgamation and is paid the fair value for the shares by Company) and who, for purposes of the ITA and at all relevant times:  (i) holds the Shares and will hold the Mega Shares acquired pursuant to the Amalgamation as capital property, and (ii) deals at arm’s length and is not affiliated with each of Mega and Company.  Shareholders meeting all such applicable requirements are referred to as a “Holder” or “Holders” herein, and this summary only addresses such Holders.  This summary is not applicable to a Holder (i) that is a “financial institution” (as defined in the ITA for purposes of the mark-to-market rules), (ii) that is a “specified financial institution” or “restricted financial institution” as defined in the ITA; (iii) to whom the financial currency reporting rules contained in subsection 261(4) of the ITA would apply; or (iv) a Holder an interest in which is a “tax shelter investment” for purposes of the ITA, and does not address other special situations.

This summary is based on the facts as set out in this Circular, the provisions of the ITA and regulations thereunder (in this summary, the “Regulations”) in force as at the date hereof, all proposed amendments to the ITA or the Regulations publicly announced by or on behalf of the Minister of Finance before the date hereof, and the current published administrative and assessing practices of the CRA.  No assurance can be given that any proposed amendments to the ITA or Regulations will be enacted or promulgated in the form proposed, or at all.  This summary does not otherwise take into account or anticipate changes in law, whether by judicial, governmental or legislative decision or action, nor does it take into account provincial, territorial or foreign tax legislation or considerations, which may differ significantly from those discussed herein.  An advance income tax ruling will not be sought from the CRA in respect of the Amalgamation.

This summary also assumes that Shares will remain TSXV listed until the completion of the Amalgamation, and that Mega Shares will be listed on the TSXV as of the Effective Date.

THIS SUMMARY IS OF A GENERAL NATURE ONLY AND IS NOT EXHAUSTIVE OF ALL POSSIBLE CANADIAN FEDERAL INCOME TAX CONSIDERATIONS APPLICABLE TO HOLDERS IN ALL CIRCUMSTANCES.  THIS SUMMARY IS NOT INTENDED TO BE, NOR SHOULD IT BE CONSTRUED TO BE, LEGAL OR TAX ADVICE TO ANY PARTICULAR HOLDER.  ACCORDINGLY, ALL HOLDERS SHOULD CONSULT THEIR OWN INDEPENDENT TAX ADVISORS FOR ADVICE WITH RESPECT TO THE INCOME TAX CONSEQUENCES APPLICABLE TO THEM HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES.  THE DISCUSSION BELOW IS QUALIFIED ACCORDINGLY.

Shareholders Resident in Canada

The following portion of the summary is applicable only to Holders (as defined above under the heading “General”) who are resident or deemed to be resident in Canada at all relevant times for purposes of the ITA (a “Resident Holder” or “Resident Holders”).  Shares will generally be considered to be capital property to a Resident Holder unless the shares are held in the course of carrying on a business or were acquired in a transaction considered to be an adventure or concern in the nature of trade.  Certain Resident Holders whose Shares might not otherwise qualify as capital property may, in certain circumstances, make an irrevocable election in accordance with subsection 39(4) of the ITA to have their Shares and every “Canadian security” (as defined in the ITA) owned by such Resident Holders in the taxation year of the election and in all subsequent taxation years deemed to be capital property.  Resident Holders contemplating an election under subsection 39(4) of the ITA should seek advice from their own tax advisers as to whether this would be beneficial.

Resident Holders Participating in the Amalgamation

A Resident Holder who receives Mega Shares in exchange for the Shares pursuant to the Amalgamation will be deemed to have disposed of such Shares for proceeds of disposition equal to the Resident Holder’s adjusted cost base thereof immediately before the Amalgamation. As a result, such a Resident Holder will not recognize a capital gain or capital loss in respect of the exchange. The Resident Holder will also be deemed to have acquired the Mega Shares received in exchange for such Shares at a cost equal to the Resident Holder’s adjusted cost base of the Shares immediately before the Amalgamation.  If the Resident Holder owns any other Mega Shares as capital property at the time of the exchange, the adjusted cost base of all Mega Shares owned by the Resident Holder immediately after the exchange will be determined in accordance with certain rules in the ITA by averaging the cost of the shares acquired on the exchange with the adjusted cost base of those other shares.

-29-

Resident Holders who Dissent

A Resident Holder who duly dissents to the Amalgamation Resolution and whose Shares are acquired by the Company for payment of fair value (a “Resident Dissenter”) will be considered to have disposed of such Shares for proceeds of disposition equal to the amount paid.  Such a disposition could result in a deemed dividend to the Resident Dissenter and a capital gain or capital loss. In computing the capital gain or loss arising from such a disposition, any such deemed dividend is not considered to be part of the proceeds of disposition of the Shares. The taxation of any such capital gain or capital loss will be generally as described below under the heading “Taxation of Capital Gains and Capital Losses”.  Any interest awarded by a court must also be included in computing the Resident Dissenter’s income for purposes of the ITA.

Taxation of Capital Gains and Capital Losses

As outlined above, a capital gain (or capital loss) will be realized by a Resident Holder who dissents on the exchange of Shares for Mega Shares pursuant to the Amalgamation.  The capital gain (or capital loss) will be equal to the amount by which the amount paid less any deemed dividend exceeds (or is less than) the aggregate of the adjusted cost base of the Resident Holder’s Shares so exchanged and any reasonable costs of making the disposition.  One-half of any capital gain so realized must be included as a taxable capital gain in computing the Resident Holder’s income for such year, and one-half of any such capital loss may be deducted as an allowable capital loss by the Resident Holder against taxable capital gains realized by the Resident Holder for the year.  An allowable capital loss in excess of taxable capital gains for the year of disposition generally may be carried back and deducted against net taxable capital gains for any of the three preceding taxation years or carried forward and deducted against net taxable capital gains in any subsequent taxation year (in accordance with and subject to the rules contained in the ITA).

Capital gains realized by an individual (including a trust, other than certain specified trusts) will be relevant in computing the individual’s possible liability for alternative minimum tax.  A Resident Holder that is a “Canadian-controlled private corporation” (as defined in the ITA) may be liable to pay an additional 6⅔% refundable tax on certain investment income, including amounts in respect of net taxable capital gains and dividends or deemed dividends not deductible in computing taxable income.  The amount of any capital loss realized by a Resident Holder that is a corporation, or certain partnerships or trusts of which the corporation is a member or beneficiary, may be reduced in certain circumstances in respect of dividends, if any, previously received or deemed to have been received on Shares to the extent and in the circumstances set out in the ITA.

Resident Option Holders

The following portion of the summary is applicable only to holders of Options who, for purposes of the ITA, are resident in Canada at all relevant times, hold their Options as capital property, hold any Shares and will hold the Mega Shares acquired pursuant to the Options as capital property, and deal at arm’s length with Mega and the Company. Holders of Options meeting all such requirements are referred to as “Resident Option Holders”, and this portion of the summary only addresses such Resident Option Holders.

Options will generally be considered to be capital property to a Resident Option Holder unless the Options are held in the course of carrying on a business or were acquired in a transaction considered to be an adventure in the nature of trade.

The exchange of Options for Mega Replacement Options results in a disposition of the Options and an acquisition of different options.  A Resident Option Holder will realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Options exceeds (or are less than) the aggregate of the adjusted cost base of the Options to the Resident Option Holder and reasonable costs of the disposition.  The proceeds of disposition of the Options and the cost of any different options will be equal to the fair market value of the different options received in exchange at the time the Amalgamation becomes effective.  The taxation of any such capital gain or capital loss is generally as described above under the heading “Taxation of Capital Gains and Capital Losses”.

-30-

A Resident Option Holder employee of the Company who acquired Options in respect of, in the course of, or by virtue of, employment will be deemed not to have disposed of the exchanged option and not to have acquired the new option for purposes of calculating any stock option benefit.  The new option is deemed to be the same option as, and a continuation of, the exchanged option.

Resident Option Holders who duly dissent to the Amalgamation Resolution should consult their own tax advisors.

A Resident Option Holder will not realize a gain or loss upon the exercise of an Option or a Mega Replacement Option.  However, the exercise of an Option or a Mega Replacement Option may trigger a stock option benefit for any Resident Option Holder who acquired their Options in respect of, in the course of, or by virtue of, employment.  The Resident Option Holder’s cost of Mega Shares acquired by exercising an option after the Amalgamation becomes effective will be equal to the aggregate of the adjusted cost base of the option to that holder plus the exercise price paid for the Mega Shares plus any stock option benefit realized with respect to the option.  The cost of the Mega Shares acquired on the exercise of an option will be averaged with the adjusted cost base of any other Mega Shares owned by the Resident Option Holder at that time.

In the event of the expiry of an unexercised option, the Resident Option Holder will generally realize a capital loss equal to the adjusted cost base of the option to the Resident Option Holder.

Resident Warrant Holders

The following portion of the summary is applicable only to holders of Warrants who, for purposes of the ITA, are resident in Canada at all relevant times, hold their Warrants as capital property, hold any Shares and will hold the Mega Shares acquired pursuant to the Warrants as capital property, deal at arm’s length with Mega and the Company, and who did not acquire their Warrants in respect of, in the course of, or by virtue of, employment. Holders of Warrants meeting all such requirements are referred to as “Resident Warrant Holders”, and this portion of the summary only addresses such Resident Warrant Holders.

Warrants will generally be considered to be capital property to a Resident Warrant Holder unless the Warrants are held in the course of carrying on a business or were acquired in a transaction considered to be an adventure in the nature of trade.

Although the matter is not free from doubt, the adjustments to the Warrants contemplated by the Amalgamation pursuant to which Resident Warrant Holders will be entitled to receive certain Mega Shares in lieu of the number of Shares otherwise issuable upon the exercise of the Warrants, should not constitute substantial changes to the fundamental terms of the Warrants and accordingly should not result, in and of themselves, in a disposition of the Warrants by the Resident Warrant Holders for purposes of the ITA.  In the event that the adjustments to the Warrants contemplated in the Amalgamation are held to be so fundamental that their adoption results in a disposition of the Warrants and an acquisition of different warrants, then a Resident Warrant Holder would realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Warrants exceeds (or are less than) the aggregate of the adjusted cost base of the Warrants to the Resident Warrant Holder and reasonable costs of the disposition.  The proceeds of disposition of the Warrants and the cost of any different warrants would be equal to the fair market value of the different warrants received in exchange at the time the Amalgamation becomes effective.  The taxation of any such capital gain or capital loss is generally as described above under the heading “Taxation of Capital Gains and Capital Losses”.

Resident Warrant Holders who duly dissent to the Amalgamation Resolution should consult their own tax advisors.

-31-

The remainder of this portion of the summary assumes that the adjustments contemplated by the Amalgamation, in and of themselves, will not result in a disposition of the Warrants for purposes of the ITA. If this assumption is not correct, then the tax consequences to Resident Warrant Holders may be materially different.

A Resident Warrant Holder will not realize a gain or loss upon the exercise of a Company Warrant.  The Resident Warrant Holder’s cost of Mega Shares acquired by exercising a Company Warrant after the Amalgamation becomes effective will be equal to the aggregate of the adjusted cost base of the Company Warrant to that holder plus the exercise price paid for the Mega Shares.  The cost of the Mega Shares acquired on the exercise of a Company Warrant will be averaged with the adjusted cost base of any other Mega Shares owned by the Resident Warrant Holder at that time.

In the event of the expiry of an unexercised Company Warrant, the Resident Warrant Holder will generally realize a capital loss equal to the adjusted cost base of the Company Warrant to the Resident Warrant Holder.

Resident Finder’s Option Holders

The following portion of the summary is applicable only to holders of Finder’s Options who, for purposes of the ITA, are resident in Canada at all relevant times, hold their Finder’s Options as capital property, hold any Shares and will hold the Mega Shares acquired pursuant to the Finder’s Options as capital property, deal at arm’s length with Mega and the Company, and who did not acquire their Finder’s Options in respect of, in the course of, or by virtue of, employment. Holders of Finder’s Options meeting all such requirements are referred to as “Resident Finder’s Option Holders”, and this portion of the summary only addresses such Resident Finder’s Option Holders.

Finder’s Options will generally be considered to be capital property to a Resident Finder’s Option Holder unless the Finder’s Options are held in the course of carrying on a business or were acquired in a transaction considered to be an adventure in the nature of trade.

Although the matter is not free from doubt, the adjustments to the Finder’s Options contemplated by the Amalgamation pursuant to which Resident Finder’s Option Holders will be entitled to receive certain Mega Shares and warrants to acquire additional Mega Shares in lieu of the number of Shares and Warrants otherwise issuable upon the exercise of the Finder’s Options, should not constitute substantial changes to the fundamental terms of the Finder’s Options and accordingly should not result, in and of themselves, in a disposition of the Finder’s Options by the Resident Finder’s Option Holders for purposes of the ITA.  In the event that the adjustments to the Finder’s Options contemplated in the Amalgamation are held to be so fundamental that their adoption results in a disposition of the Finder’s Options and an acquisition of different finder’s options, then a Resident Finder’s Option Holder would realize a capital gain (or capital loss) equal to the amount by which the proceeds of disposition of the Finder’s Options exceeds (or are less than) the aggregate of the adjusted cost base of the Finder’s Options to the Resident Finder’s Option Holder and reasonable costs of the disposition.  The proceeds of disposition of the Finder’s Options and the cost of any different finder’s options would be equal to the fair market value of the different finder’s options received in exchange at the time the Amalgamation becomes effective.  The taxation of any such capital gain or capital loss is generally as described above under the heading “Taxation of Capital Gains and Capital Losses”.

Resident Finder’s Option Holders who duly dissent to the Amalgamation Resolution should consult their own tax advisors.

The remainder of this portion of the summary assumes that the adjustments contemplated by the Amalgamation, in and of themselves, will not result in a disposition of the Finder’s Options for purposes of the ITA. If this assumption is not correct, then the tax consequences to Resident Finder’s Option Holders may be materially different.

A Resident Finder’s Option Holder will not realize a gain or loss upon the exercise of a Finder’s Option.  The Resident Finder’s Option Holder’s cost of Mega Shares and the share purchase warrants to acquire Mega Shares acquired by exercising a Finder’s Option after the Amalgamation becomes effective will be equal to the aggregate of the adjusted cost base of the Finder’s Option to that holder plus the exercise price paid for the Mega Shares.  The cost will be prorated between the Mega Shares and the share purchase warrants based upon the respective fair market values of the Mega Shares and the share purchase warrants.  The cost of the Mega Shares acquired on the exercise of a Finder’s Option will be averaged with the adjusted cost base of any other Mega Shares owned by the Resident Finder’s Option Holder at that time.

-32-

The taxation of the share purchase warrants to acquire Mega Shares received upon the exercise of a Finder’s Option is generally as described above under the heading “Resident Warrant Holders”.

In the event of the expiry of an unexercised Finder’s Option, the Resident Finder’s Option Holder will generally realize a capital loss equal to the adjusted cost base of the Finder’s Option to the Resident Finder Option Holder.

Resident Holders Holding and Disposing of Mega Shares

In the case of a Resident Holder who is an individual, dividends received or deemed to be received on Mega Shares will be included in computing the individual’s income for tax purposes, and will be subject to the gross-up and dividend tax credit rules normally applicable to dividends received from taxable Canadian corporations, including the enhanced dividend tax credit rules applicable to dividends properly designated by Mega as “eligible dividends” (as defined in the ITA).

In the case of a Resident Holder that is a corporation, dividends received or deemed to be received on Mega Shares will be included in computing the corporation’s income for tax purposes, and will generally be deductible in computing its taxable income. A Resident Holder that is a “private corporation” or a “subject corporation” (as defined in the ITA) may be liable under Part IV of the ITA to pay a refundable tax of 33⅓% of the dividends received or deemed to be received on Mega Shares to the extent such dividends are deductible in computing such corporation’s taxable income.

In general, a disposition or deemed disposition of Mega Shares by a Resident Holder may give rise to a capital gain (or capital loss) equal to the amount by which the proceeds of disposition, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base to the holder of such Mega Shares.  The taxation of capital gains and capital losses is generally as described above under the heading “Taxation of Capital Gains and Capital Losses”.

Eligibility for Investment

The Mega Shares will be qualified investments under the ITA and the Regulations on the Effective Date for trusts governed by registered retirement savings plans, registered retirement income funds, deferred profit sharing plans, registered education savings plans, tax free saving account plans and registered disability savings plans, subject to the specific provisions of such plans, provided that, at that time, the Mega Shares are listed on a “designated stock exchange” (as defined in the ITA), which includes the TSX and the TSXV (Tiers 1 and 2).

Shareholders Not Resident in Canada

The following portion of the summary is applicable only to Holders (as defined above under the heading “General”) who, at all relevant times for purposes of the ITA, have not been and are not resident in Canada nor deemed to be resident in Canada, and do not use or hold and are not deemed to use or hold their Shares in carrying on a business in Canada (a “Non-Resident Holder” or “Non-Resident Holders”).

Non-Resident Holders Participating in the Amalgamation

A Non-Resident Holder who receives Mega Shares in exchange for the Shares pursuant to the Amalgamation will be deemed to have disposed of such Shares for proceeds of disposition equal to the Non-Resident Holder’s adjusted cost base thereof immediately before the amalgamation. As a result, such a Non-Resident Holder will not recognize a capital gain or capital loss in respect of the exchange. The Non-Resident Holder will also be deemed to have acquired the Mega Shares received in exchange for such Shares at a cost equal to the Non-Resident Holder’s adjusted cost base of the Shares immediately before the amalgamation.  If the Non-Resident Holder owns any other Mega Shares as capital property at the time of the exchange, the adjusted cost base of all Mega Shares owned by the Non-Resident Holder immediately after the exchange will be determined in accordance with certain rules in the ITA by averaging the cost of the shares acquired on the exchange with the adjusted cost base of those other shares.

-33-

Non-Resident Holders who Dissent

A Non-Resident Holder who duly dissents to the Amalgamation Resolution and whose Shares are acquired by the Company for payment of fair value (a “Non-Resident Dissenter”) will be considered to have disposed of such Shares for proceeds of disposition equal to the amount paid.  Such a disposition could result in a deemed dividend to the Non-Resident Dissenter and a capital gain or capital loss. In computing the capital gain or capital loss arising from such a disposition, any such deemed dividend is not considered to be part of the proceeds of disposition of the Shares.  Subject to applicable international tax treaties, any such deemed dividend will generally be subject to Canadian withholding tax at a rate of 25% of the gross amount. Such rate is generally reduced under the Canada-United States Income Tax Convention, 1980 (the “U.S. Treaty”) to 15% if the beneficial owner of such dividend is a resident of the United States and entitled to the benefits of the U.S. Treaty. The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a United States resident company that owns at least 10% of the voting stock of Company.

A Non-Resident Holder will generally not be subject to tax under the ITA in respect of any capital gain realized on a disposition of Shares pursuant to the Amalgamation unless (a) such shares are or are deemed to be “taxable Canadian property”; and (b) the Shares are not “treaty-protected property”, (both as defined in the ITA) of the Non-Resident Holder on the Effective Date.

Generally, Shares will not constitute taxable Canadian property of a Non-Resident Holder at a particular time provided that such shares are listed on a designated stock exchange for purposes of the ITA (which includes the TSX and the TSXV Tiers 1 and 2), unless:

(a)     at any time during the 60-month period ending at the time of disposition of the Shares by such Non-Resident Holder, (i) the Non-Resident Holder, persons not dealing at arm’s length with such Non-Resident Holder, or such Non-Resident Holder together with such persons, owned 25% or more of the issued shares of any class or series of the capital stock of Company; (ii) and more than 50% of the value of the Shares was derived directly or indirectly from one or any combination of real or immovable property situated in Canada, Canadian resource properties, Canadian timber resource properties or an option in respect of or an interest in, or for civil law a right in, such properties; or

(b)     the Non-Resident Holder’s Shares were acquired in certain types of tax-deferred exchanges in consideration for property that was itself taxable Canadian property.

If the Shares are taxable Canadian property to a Non-Resident Holder, and are not treaty-protected property, the capital gain (or capital loss) realized on a disposition of such Shares will generally be equal to the amount by which the amount paid in excess of the deemed dividend exceeds (or is less than) the aggregate of the adjusted cost base of the Non-Resident Holder’s Shares so exchanged and any reasonable costs of making the disposition.

Any interest awarded by a court should not be subject to withholding tax under the ITA.

Non-Resident Option Holders

The consequences under the ITA in respect of the Amalgamation which are applicable to a non-resident holder of Options will depend on whether such options were granted in respect of, in the course of, or by virtue of employment, whether the holder received such options as a consultant or independent contractor, whether the holder performed services in respect of the Options in Canada or elsewhere, whether such services were rendered to the Company directly or to a subsidiary or affiliate, the residence history of the holder, the applicability of any relevant tax treaty relief, and other circumstances. All non-resident holders of Options, whether or not they obtained their Options in respect of employment, should consult with their own tax advisors having regard to their particular circumstances.

-34-

The consequences under the ITA applicable to a Non-Resident Option Holder resulting from the exchange of the Options contemplated by the Amalgamation are generally the same as those described above for Resident Option Holders under the heading “Resident Option Holders”.

Any capital gain (or capital loss) realized by a Non-Resident Option Holder in respect of the Options will generally not be subject to tax under the ITA unless (a) the Shares are or are deemed to be “taxable Canadian property”; and (b) the Shares are not “treaty-protected property”, both as defined in the ITA.

The consequences under the ITA applicable to a Non-Resident Option Holder of the exercise of an Option are generally the same as those described above for Resident Option Holders under the heading “Resident Option Holders”.  A Non-Resident Option Holder may be subject to tax under the ITA on any stock option benefit realized relating to employment services rendered within Canada.

Non-Resident Warrant Holders

The following portion of the summary is applicable only to holders of Warrants who, at all relevant times for purposes of the ITA, are not and have never been resident in Canada nor deemed to be resident in Canada, hold their Warrants as capital property and deal at arm’s length with Mega and the Company. Holders of Warrants meeting all such requirements are referred to as “Non-Resident Warrant Holders”, and this portion of the summary only addresses such Non-Resident Warrant Holders.

The consequences under the ITA applicable to a Non-Resident Warrant Holder resulting from the adjustments to the Warrants contemplated by the Amalgamation are generally the same as those described above for Resident Warrant Holders under the heading “Resident Warrant Holders”.

The consequences under the ITA applicable to a Non-Resident Warrant Holder of the exercise of a Company Warrant are generally the same as those described above for Resident Warrant Holders under the heading “Resident Warrant Holders”.

Non-Resident Finder’s Option Holders

The following portion of the summary is applicable only to holders of Finder’s Options who, at all relevant times for purposes of the ITA, are not and have never been resident in Canada nor deemed to be resident in Canada, hold their Finder’s Options as capital property and deal at arm’s length with Mega and the Company. Holders of Finder’s Options meeting all such requirements are referred to as “Non-Resident Finder’s Option Holders”, and this portion of the summary only addresses such Non-Resident Finder’s Option Holders.

The consequences under the ITA applicable to a Non-Resident Finder’s Option Holder resulting from the adjustments to the Finder’s Option contemplated by the Amalgamation are generally the same as those described above for Resident Finder’s Option Holders under the heading “Resident Finder’s Option Holders”.

The consequences under the ITA applicable to a Non-Resident Finder’s Option Holder of the exercise of a Company Finder’s Option are generally the same as those described above for Resident Finder’s Option Holders under the heading “Resident Finder’s Option Holders”.

Non-Resident Holders Holding and Disposing of Mega Shares

Subject to applicable international tax treaties, dividends paid or deemed to be paid on the Mega Shares to a Non-Resident Holder will generally be subject to Canadian withholding tax at a rate of 25% of the gross amount.  Such rate is generally reduced under the U.S. Treaty to 15% if the beneficial owner of such dividend is a resident of the United States and entitled to the benefits of the U.S. Treaty.  The rate of withholding tax is further reduced to 5% if the beneficial owner of such dividend is a United States resident company that owns at least 10% of the voting stock of Mega.

-35-

A Non-Resident Holder will generally not be subject to tax under the ITA in respect of a capital gain on the disposition or deemed disposition of Mega Shares unless (a) the Non-Resident Holder’s Mega Shares are or are deemed to be “taxable Canadian property” of the Non-Resident Holder; and (b) the Mega Shares are not “treaty-protected tax property” (both as defined in the ITA).  The consequences under the ITA applicable to a Non-Resident Holder of a disposition or deemed disposition of Mega Shares will be generally as described above under the heading “Non-Resident Holders who Dissent”.

United States Federal Income Tax Warning

No United States income tax advice is being provided to Shareholders resident in the United States, or otherwise subject to U.S. tax laws. Such persons are urged to consult their own tax advisors regarding the tax consequences of participating in the Amalgamation, including the tax consequences under state, local and non-United States tax law and the possible effects of changes in tax law.

INFORMATION CONCERNING MEGA PRECIOUS METALS INC.

See Schedule “F” attached to this Circular.

PROPOSED AMENDMENT TO EXISTING OPTIONS

The Company has an aggregate of 3,265,000 Options outstanding under its Option Plan which were granted to directors, officers, employees and consultants of the Company, as follows:

Number of Options	Exercise Price	Expiry Date
315,000	$0.26	January 6, 2011
775,000	$0.75	August 21, 2011
250,000	$0.35	March 1, 2012
400,000	$0.35	July 24, 2012
525,000	$0.16	July 21, 2013
1,000,000	$0.12	August 30, 2015

Upon the completion of the Amalgamation, in accordance with the terms of the Option Plan, such Options which are held by directors, officers, employees or consultants who cease to hold such positions with the Company will currently expire (the “Accelerated Expiry”) on the earlier of (i)  90 days after the option holder ceases to be a director, officer, employee of consultant,  or (ii) the original expiry date of the Options as set out above. 

Pursuant to the terms of the Business Combination Agreement, Mega has agreed to exchange such Options for Mega Replacement Options on the basis of the Exchange Ratio.  Notwithstanding the Accelerated Expiry provisions of the Option Plan and subject to the approval of the Shareholders and the TSXV, each such Mega Replacement Option would be exercisable until the earlier of (A) the original expiry date of the Option, and (B) the later of (i) the date that is six months after the Effective Date and (ii) the date the holder of the Mega Replacement Option ceases to be an eligible participant under the stock option plan of Mega.

Accordingly, the Shareholders will be asked at the Meeting to pass an ordinary resolution in the following terms:

“WHEREAS Rolling Rock Resources Corporation (the “Company”) has an aggregate of 3,265,000 stock options (the “Options”) outstanding under its stock option plan (the “Option Plan”) which were granted to directors, officers, employees and consultants of the Company.

AND WHEREAS the Company has entered into a business combination agreement (the “Business Combination Agreement”) dated October 29, 2010 among the Company, Mega Precious Metals Inc. (“Mega”) and 0893573 B.C. Ltd. (“Mega Subco”) to complete the Amalgamation (as defined in the Business Combination Agreement), and upon completion of the Amalgamation, in accordance with the terms of the Option Plan, such Options which are held by directors, officers, employees or consultants who cease to hold such positions with the Company will expire (the “Accelerated Expiry”) on the earlier of (i)  90 days after the holder of such Options ceases to be a director, officer, employee of consultant, or (ii) the original expiry date of such Options.

-36-

AND WHEREAS pursuant to the terms of the Business Combination Agreement, Mega has agreed to exchange such Options for Mega Replacement Options (as defined in the Business Combination Agreement) on the basis of the Exchange Ratio (as defined in the Business Combination Agreement).  Notwithstanding the Accelerated Expiry provisions of the Option Plan and subject to the approval of the shareholders of the Company and the TSX Venture Exchange, each such Mega Replacement Option would be exercisable until the earlier of (A) the original expiry date of the Option, and (B) the later of (i) the date that is six months after the Effective Date (as defined in the Business Combination Agreement) and (ii) the date the holder of the Mega Replacement Option ceases to be an eligible participant under the stock option plan of Mega.

BE IT RESOLVED AS AN ORDINARY RESOLUTION THAT:

1.   The amendment to the 3,265,000 outstanding Options previously granted to directors, officers, employees and consultants of the Company extending the term of the Options to the earlier of (A) the original expiry date of such Options and (B) the later of (i) the date that is six months after the Effective Date and (ii) the date the holder of the Mega Replacement Option ceases to be an eligible participant under the stock option plan of Mega, is hereby approved.

2.   Notwithstanding that this ordinary resolution has been duly passed by the shareholders of the Company, the directors of the Company may determine not to proceed with the amendment to the Options as set out in this resolution without further approval of the shareholders of the Company.”

The Rolling Rock Board recommends that Shareholders vote FOR the foregoing ordinary resolution.  An ordinary resolution is a resolution passed by a majority of greater than 50% of the votes cast by those Shareholders, who being entitled to do so, vote in person or by proxy in respect of that resolution at the Meeting.

-37-

APPROVAL OF ROLLING ROCK RESOURCES CORPORATION

The contents and sending of this Circular to the Shareholders has been approved by the Rolling Rock Board.

Mega has provided the information contained in this Circular concerning Mega, its subsidiaries and mineral properties, including information incorporated herein by reference and certain financial information and financial statements of Mega.  The Company assumes no responsibility for accuracy or completeness of such information nor for any omission on the part of Mega to disclose facts or events which may affect the accuracy of any such information.

DATED this 5th day of November, 2010.

BY ORDER OF THE BOARD

“Scott Angus”

Scott Angus

President, Chief Executive Officer and a Director

-38-

CONSENT OF DUNDEE SECURITIES CORPORATION

To:           The Board of Directors of Rolling Rock Resources Corporation

We refer to our fairness opinion dated October 28, 2010 (the "Fairness Opinion"), prepared for the board of directors of Rolling Rock Resources Corporation ("Rolling Rock") which provides an opinion as to the fairness of the consideration offered under the Amalgamation (as defined in Rolling Rock’s management information circular dated November 5, 2010 (the "Circular")), from a financial point of view, to the shareholders of Rolling Rock (other than Mega Precious Metals Ltd. and its affiliates).

We consent to the filing of the Fairness Opinion with the securities commissions (and other applicable securities regulatory authorities) in each of the Provinces of Canada and the inclusion of the Fairness Opinion, and all references thereto, in the Circular.  In providing such consent, we do not intend that any person other than the board of directors of Rolling Rock shall rely upon the Fairness Opinion.

(Signed) “Dundee Securities Corporation”

Vancouver, British Columbia

November 5, 2010

-39-

CONSENT OF GRANT THORNTON LLP CHARTERED ACCOUNTANTS

We have read the Notice and Management Information Circular (the “Circular”) of Rolling Rock Resources Corporation (the “Company”) dated November 5, 2010 relating to the special meeting of shareholders of the Company to approve the amalgamation between the Company and 0893573 B.C. Ltd., a wholly-owned subsidiary of Mega Precious Metals Inc. (“Mega”), whereby Mega will acquire all of the issued and outstanding common shares of the Company.  We have complied with Canadian generally accepted standards for an auditor’s involvement with offering documents.

We consent to the incorporation by reference in the Circular of our report to the shareholders of Mega on the consolidated balance sheets of Mega as at December 31, 2009 and 2008, and the consolidated statements of operations, comprehensive loss and deficit and cash flows for each of the years then ended.  Our report is dated April 22, 2010.

Signed “Grant Thornton LLP”

Chartered Accountants, Licensed Public Accountants

Thunder Bay, Canada

November 5, 2010

-40-

SCHEDULE “A”

AMALGAMATION RESOLUTION

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1.   The amalgamation (the “Amalgamation”) under Sections 269 – 282 of the Business Corporations Act (British Columbia) (the “BCBCA”) involving Rolling Rock Resources Corporation (the “Company”), Mega Precious Metals Inc. (“Mega”) and 0893573 B.C. Ltd. (“Mega Subco”) a wholly-owned subsidiary of Mega, pursuant to the terms and conditions set out in the business combination agreement dated October 29, 2010 (as the same may be or has been modified or amended), among the Company, Mega and Mega Subco and the amalgamation agreement (as the same may be modified or amended) to be entered into among the Company, Mega and Mega Subco prior to the time the Amalgamation is deemed to have been completed (the “Amalgamation Agreement”), as more particularly described in the management information circular (the “Circular”) of the Company dated November 5, 2010, is hereby authorized and approved.

2.   The execution and delivery by the Company of the Amalgamation Agreement, substantially in the form set forth as Schedule “B” to the Circular, is hereby authorized and approved, and the Amalgamation Agreement is hereby adopted.

3.   Any director or officer of the Company is hereby authorized and directed, on behalf of the Company, to execute and deliver an amalgamation application to the registrar appointed under Section 400 of the BCBCA with respect to the Amalgamation.

4.   Notwithstanding that this special resolution has been passed (and the Amalgamation Agreement adopted) by the shareholders of the Company, the directors of the Company are hereby authorized and empowered without further approval of the shareholders of the Company at any time prior to the issuance by the registrar under the BCBCA of a certificate of amalgamation in respect of the Amalgamation (i) to amend the Amalgamation Agreement to the extent permitted by the Amalgamation Agreement, and (ii) not to proceed with the Amalgamation to the extent permitted by the Amalgamation Agreement or otherwise give effect to these resolutions.

5.   Any officer or director of the Company is hereby authorized and directed for and on behalf of and in the name of the Company to execute, under the seal of the Company or otherwise, and to deliver, the Amalgamation Agreement and all such other documents, agreements and instruments and to do all such other acts and things, including delivering all such documents as are necessary or desirable to the registrar appointed under Section 400 of the BCBCA for filing in accordance with the Amalgamation Agreement, as such officer or director, in his absolute discretion, determines to be necessary or desirable to give full effect to the foregoing resolutions and the matters authorized hereby, such determination to be conclusively evidenced by the execution and delivery of any such documents, agreements or instruments or the doing of any such act or thing.

A-1

SCHEDULE “C”

SECTIONS 237 to 247 OF THE BCBCA

Definitions and application

237(1)      In this Division:

“dissenter” means a shareholder who, being entitled to do so, sends written notice of dissent when and as required by section 242;

“notice shares” means, in relation to a notice of dissent, the shares in respect of which dissent is being exercised under the notice of dissent;

“payout value” means,

(a) in the case of a dissent in respect of a resolution, the fair value that the notice shares had immediately before the passing of the resolution,

(b) in the case of a dissent in respect of an Amalgamation approved by a court order made under section 291(2)(c) that permits dissent, the fair value that the notice shares had immediately before the passing of the resolution adopting the Amalgamation, or

(c) in the case of a dissent in respect of a matter approved or authorized by any other court order that permits dissent, the fair value that the notice shares had at the time specified by the court order,

excluding any appreciation or depreciation in anticipation of the corporate action approved or authorized by the resolution or court order unless exclusion would be inequitable.

(2)           This Division applies to any right of dissent exercisable by a shareholder except to the extent that

(a)           the court orders otherwise, or

(b) in the case of a right of dissent authorized by a resolution referred to in section 238(1)(g), the court orders otherwise or the resolution provides otherwise.

Right to dissent

238  (1)  A shareholder of a company, whether or not the shareholder’s shares carry the right to vote, is entitled to dissent as follows:

(a) under section 260, in respect of a resolution to alter the articles to alter restrictions on the powers of the company or on the business it is permitted to carry on;

(b) under section 272, in respect of a resolution to adopt an amalgamation agreement;

(c) under section 287, in respect of a resolution to approve an amalgamation under Division 4 of Part 9;

(d) in respect of a resolution to approve an Amalgamation, the terms of which Amalgamation permit dissent;

(e) under section 301 (5), in respect of a resolution to authorize or ratify the sale, lease or other disposition of all or substantially all of the company’s undertaking;

C-1

(f) under section 309, in respect of a resolution to authorize the continuation of the company into a jurisdiction other than British Columbia;

(g) in respect of any other resolution, if dissent is authorized by the resolution;

(h) in respect of any court order that permits dissent.

(2)           A shareholder wishing to dissent must

(a) prepare a separate notice of dissent under section 242 for

(i) the shareholder, if the shareholder is dissenting on the shareholder’s own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is dissenting,

(b) identify in each notice of dissent, in accordance with section 242 (4), the person on whose behalf dissent is being exercised in that notice of dissent, and

(c) dissent with respect to all of the shares, registered in the shareholder’s name, of which the person identified under paragraph (b) of this subsection is the Non-Registered owner.

(3)           Without limiting subsection (2), a person who wishes to have dissent exercised with respect to shares of which the person is the Non-Registered owner must

(a) dissent with respect to all of the shares, if any, of which the person is both the registered owner and the Non-Registered owner, and

(b) cause each shareholder who is a registered owner of any other shares of which the person is the Non-Registered owner to dissent with respect to all of those shares.

Waiver of right to dissent

239  (1)   A shareholder may not waive generally a right to dissent but may, in writing, waive the right to dissent with respect to a particular corporate action.

(2)           A shareholder wishing to waive a right of dissent with respect to a particular corporate action must

(a)           provide to the company a separate waiver for

(i) the shareholder, if the shareholder is providing a waiver on the shareholder’s own behalf, and

(ii) each other person who beneficially owns shares registered in the shareholder’s name and on whose behalf the shareholder is providing a waiver, and

(b)           identify in each waiver the person on whose behalf the waiver is made.

(3)           If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on the shareholder’s own behalf, the shareholder’s right to dissent with respect to the particular corporate action terminates in respect of the shares of which the shareholder is both the registered owner and the Non-Registered owner, and this Division ceases to apply to

C-2

(a) the shareholder in respect of the shares of which the shareholder is both the registered owner and the Non-Registered owner, and

(b) any other shareholders, who are registered owners of shares beneficially owned by the first mentioned shareholder, in respect of the shares that are beneficially owned by the first mentioned shareholder.

(4)           If a shareholder waives a right of dissent with respect to a particular corporate action and indicates in the waiver that the right to dissent is being waived on behalf of a specified person who beneficially owns shares registered in the name of the shareholder, the right of shareholders who are registered owners of shares beneficially owned by that specified person to dissent on behalf of that specified person with respect to the particular corporate action terminates and this Division ceases to apply to those shareholders in respect of the shares that are beneficially owned by that specified person.

Notice of resolution

240  (1)   If a resolution in respect of which a shareholder is entitled to dissent is to be considered at a meeting of shareholders, the company must, at least the prescribed number of days before the date of the proposed meeting, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a notice of the meeting that specifies the date of the meeting, and contains a statement advising of the right to send a notice of dissent.

(2)           If a resolution in respect of which a shareholder is entitled to dissent is to be passed as a consent resolution of shareholders or as a resolution of directors and the earliest date on which that resolution can be passed is specified in the resolution or in the statement referred to in paragraph (b), the company may, at least 21 days before that specified date, send to each of its shareholders, whether or not their shares carry the right to vote,

(a) a copy of the proposed resolution, and

(b) a statement advising of the right to send a notice of dissent.

(3)           If a resolution in respect of which a shareholder is entitled to dissent was or is to be passed as a resolution of shareholders without the company complying with subsection (1) or (2), or was or is to be passed as a directors’ resolution without the company complying with subsection (2), the company must, before or within 14 days after the passing of the resolution, send to each of its shareholders who has not, on behalf of every person who beneficially owns shares registered in the name of the shareholder, consented to the resolution or voted in favour of the resolution, whether or not their shares carry the right to vote,

(a) a copy of the resolution,

(b) a statement advising of the right to send a notice of dissent, and

(c) if the resolution has passed, notification of that fact and the date on which it was passed.

(4)           Nothing in subsection (1), (2) or (3) gives a shareholder a right to vote in a meeting at which, or on a resolution on which, the shareholder would not otherwise be entitled to vote.

Notice of court orders

241           If a court order provides for a right of dissent, the company must, not later than 14 days after the date on which the company receives a copy of the entered order, send to each shareholder who is entitled to exercise that right of dissent

C-3

(a) a copy of the entered order, and

(b) a statement advising of the right to send a notice of dissent.

Notice of dissent

242  (1)  A shareholder intending to dissent in respect of a resolution referred to in section 238(1) (a), (b), (c), (d), (e) or (f) must,

(a) if the company has complied with section 240(1) or (2), send written notice of dissent to the company at least 2 days before the date on which the resolution is to be passed or can be passed, as the case may be,

(b) if the company has complied with section 240(3), send written notice of dissent to the company not more than 14 days after receiving the records referred to in that section, or

(c) if the company has not complied with section 240(1), (2) or (3), send written notice of dissent to the company not more than 14 days after the later of

(i) the date on which the shareholder learns that the resolution was passed, and

(ii) the date on which the shareholder learns that the shareholder is entitled to dissent.

(2)           A shareholder intending to dissent in respect of a resolution referred to in section 238(1) (g) must send written notice of dissent to the company

(a) on or before the date specified by the resolution or in the statement referred to in section 240(2)(b) or (3)(b) as the last date by which notice of dissent must be sent, or

(b) if the resolution or statement does not specify a date, in accordance with subsection (1) of this section.

(3)           A shareholder intending to dissent under section 238(1) (h) in respect of a court order that permits dissent must send written notice of dissent to the company

(a) within the number of days, specified by the court order, after the shareholder receives the records referred to in section 241, or

(b) if the court order does not specify the number of days referred to in paragraph (a) of this subsection, within 14 days after the shareholder receives the records referred to in section 241.

(4)           A notice of dissent sent under this section must set out the number, and the class and series, if applicable, of the notice shares, and must set out whichever of the following is applicable:

(a) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and Non-Registered owner and the shareholder owns no other shares of the company as Non-Registered owner, a statement to that effect;

(b) if the notice shares constitute all of the shares of which the shareholder is both the registered owner and Non-Registered owner but the shareholder owns other shares of the company as Non-Registered owner, a statement to that effect and

(i) the names of the registered owners of those other shares,

C-4

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) a statement that notices of dissent are being, or have been, sent in respect of all of those other shares;

(c) if dissent is being exercised by the shareholder on behalf of a Non-Registered owner who is not the dissenting shareholder, a statement to that effect and

(i) the name and address of the Non-Registered owner, and

(ii) a statement that the shareholder is dissenting in relation to all of the shares beneficially owned by the Non-Registered owner that are registered in the shareholder’s name.

(5)           The right of a shareholder to dissent on behalf of a Non-Registered owner of shares, including the shareholder, terminates and this Division ceases to apply to the shareholder in respect of that Non-Registered owner if subsections (1) to (4) of this section, as those subsections pertain to that Non-Registered owner, are not complied with.

Notice of intention to proceed

243  (1)   A company that receives a notice of dissent under section 242 from a dissenter must,

(a) if the company intends to act on the authority of the resolution or court order in respect of which the notice of dissent was sent, send a notice to the dissenter promptly after the later of

(i) the date on which the company forms the intention to proceed, and

(ii) the date on which the notice of dissent was received, or

(b) if the company has acted on the authority of that resolution or court order, promptly send a notice to the dissenter.

(2)           A notice sent under subsection (1) (a) or (b) of this section must

(a) be dated not earlier than the date on which the notice is sent,

(b) state that the company intends to act, or has acted, as the case may be, on the authority of the resolution or court order, and

(c) advise the dissenter of the manner in which dissent is to be completed under section 244.

Completion of dissent

244  (1)                      A dissenter who receives a notice under section 243 must, if the dissenter wishes to proceed with the dissent, send to the company or its transfer agent for the notice shares, within one month after the date of the notice,

(a) a written statement that the dissenter requires the company to purchase all of the notice shares,

(b) the certificates, if any, representing the notice shares, and

(c) if section 242 (4) (c) applies, a written statement that complies with subsection (2) of this section.

(2)           The written statement referred to in subsection (1) (c) must

C-5

(a) be signed by the Non-Registered owner on whose behalf dissent is being exercised, and

(b) set out whether or not the Non-Registered owner is the Non-Registered owner of other shares of the company and, if so, set out

(i) the names of the registered owners of those other shares,

(ii) the number, and the class and series, if applicable, of those other shares that are held by each of those registered owners, and

(iii) that dissent is being exercised in respect of all of those other shares.

(3)           After the dissenter has complied with subsection (1),

(a) the dissenter is deemed to have sold to the company the notice shares, and

(b) the company is deemed to have purchased those shares, and must comply with section 245, whether or not it is authorized to do so by, and despite any restriction in, its memorandum or articles.

(4)           Unless the court orders otherwise, if the dissenter fails to comply with subsection (1) of this section in relation to notice shares, the right of the dissenter to dissent with respect to those notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares.

(5)           Unless the court orders otherwise, if a person on whose behalf dissent is being exercised in relation to a particular corporate action fails to ensure that every shareholder who is a registered owner of any of the shares beneficially owned by that person complies with subsection (1) of this section, the right of shareholders who are registered owners of shares beneficially owned by that person to dissent on behalf of that person with respect to that corporate action terminates and this Division, other than section 247, ceases to apply to those shareholders in respect of the shares that are beneficially owned by that person.

(6)           A dissenter who has complied with subsection (1) of this section may not vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, other than under this Division.

Payment for notice shares

245  (1)   A company and a dissenter who has complied with section 244(1) may agree on the amount of the payout value of the notice shares and, in that event, the company must

(a) promptly pay that amount to the dissenter, or

(b) if subsection (5) of this section applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(2)           A dissenter who has not entered into an agreement with the company under subsection (1) or the company may apply to the court and the court may

(a) determine the payout value of the notice shares of those dissenters who have not entered into an agreement with the company under subsection (1), or order that the payout value of those notice shares be established by arbitration or by reference to the registrar, or a referee, of the court,

(b) join in the application each dissenter, other than a dissenter who has entered into an agreement with the company under subsection (1), who has complied with section 244(1), and

(c) make consequential orders and give directions it considers appropriate.

C-6

(3) Promptly after a determination of the payout value for notice shares has been made under subsection (2)(a) of this section, the company must

(a) pay to each dissenter who has complied with section 244 (1) in relation to those notice shares, other than a dissenter who has entered into an agreement with the company under subsection (1) of this section, the payout value applicable to that dissenter’s notice shares, or

(b) if subsection (5) applies, promptly send a notice to the dissenter that the company is unable lawfully to pay dissenters for their shares.

(4)           If a dissenter receives a notice under subsection (1)(b) or (3)(b),

(a) the dissenter may, within 30 days after receipt, withdraw the dissenter’s notice of dissent, in which case the company is deemed to consent to the withdrawal and this Division, other than section 247, ceases to apply to the dissenter with respect to the notice shares, or

(b) if the dissenter does not withdraw the notice of dissent in accordance with paragraph (a) of this subsection, the dissenter retains a status as a claimant against the company, to be paid as soon as the company is lawfully able to do so or, in a liquidation, to be ranked subordinate to the rights of creditors of the company but in priority to its shareholders.

(5)           A company must not make a payment to a dissenter under this section if there are reasonable grounds for believing that

(a) the company is insolvent, or

(b) the payment would render the company insolvent.

Loss of right to dissent

246  The right of a dissenter to dissent with respect to notice shares terminates and this Division, other than section 247, ceases to apply to the dissenter with respect to those notice shares, if, before payment is made to the dissenter of the full amount of money to which the dissenter is entitled under section 245 in relation to those notice shares, any of the following events occur:

(a) the corporate action approved or authorized, or to be approved or authorized, by the resolution or court order in respect of which the notice of dissent was sent is abandoned;

(b) the resolution in respect of which the notice of dissent was sent does not pass;

(c) the resolution in respect of which the notice of dissent was sent is revoked before the corporate action approved or authorized by that resolution is taken;

(d) the notice of dissent was sent in respect of a resolution adopting an amalgamation agreement and the amalgamation is abandoned or, by the terms of the agreement, will not proceed;

(e) the Amalgamation in respect of which the notice of dissent was sent is abandoned or by its terms will not proceed;

(f) a court permanently enjoins or sets aside the corporate action approved or authorized by the resolution or court order in respect of which the notice of dissent was sent;

(g) with respect to the notice shares, the dissenter consents to, or votes in favour of, the resolution in respect of which the notice of dissent was sent;

C-7

(h) the notice of dissent is withdrawn with the written consent of the company;

(i) the court determines that the dissenter is not entitled to dissent under this Division or that the dissenter is not entitled to dissent with respect to the notice shares under this Division.

Shareholders entitled to return of shares and rights

247  If, under section 244(4) or (5), 245(4) (a) or 246, this Division, other than this section, ceases to apply to a dissenter with respect to notice shares,

(a) the company must return to the dissenter each of the applicable share certificates, if any, sent under section 244(1)(b) or, if those share certificates are unavailable, replacements for those share certificates,

(b) the dissenter regains any ability lost under section 244(6) to vote, or exercise or assert any rights of a shareholder, in respect of the notice shares, and

(c) the dissenter must return any money that the company paid to the dissenter in respect of the notice shares under, or in purported compliance with, this Division.

C-8

SCHEDULE “D”

FAIRNESS OPINION

D-1

D-2

D-3

D-4

D-5

D-6

SCHEDULE “F”

INFORMATION CONCERNING MEGA

Capitalized terms used in this Schedule “F” that are not defined herein shall have the meanings ascribed to them in the management information circular (the “Circular”) of Rolling Rock Resources Corporation (“Rolling Rock”) to which this Schedule “F” is attached.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This Schedule “F” and the documents incorporated herein by reference contain “forward-looking information” within the meaning of applicable Canadian securities laws. Forward-looking information is prospective and by its nature requires Mega to make certain assumptions and is subject to inherent risks and uncertainties. There can be no assurance that forward-looking information will prove to be accurate, and readers are cautioned not to place undue reliance on the forward-looking information contained herein or in the documents incorporated herein by reference. Generally, but not always, forward-looking information is identifiable by use of the words “continue”, “expect”, “anticipate”, “estimate”, “forecast”, “believe”, “intend”, “schedule”, “budget”, “plan” or “project”, or the negative or other variations of these words or comparable terminology, or states that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking information in this Schedule “F” and the documents incorporated herein by reference includes, but is not limited to, statements about Mega and its business after completion of the Amalgamation, strategic plans, future operations, results of exploration, cost estimates, anticipated financial results, future work programs, capital expenditures and objectives, evolution and economic performance of development projects, exploration budgets and targets, continuity of favourable copper, molybdenum, silver and gold markets, contractual commitments, continuous availability of required manpower and continuous access to capital markets. In making such forward-looking statements, Mega has made certain assumptions about its business, the integration of Rolling Rock’s operations following the Amalgamation, the economy and the mineral exploration industry in general and has also assumed that there will be no significant events occurring outside of Mega’s or Rolling Rock’s normal course of business. Although the assumptions are considered reasonable by management of Mega at the time the forward-looking information is given, there can be no assurance that such assumptions will prove to be accurate. In addition, the following are material factors that could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information in this Schedule “F” or the documents incorporated herein by reference: Mega’s inability to successfully integrate Rolling Rock’s operations following the Amalgamation, risks normally incidental to exploration and development of mineral properties, the inability of the Corporation to obtain additional financing when and as needed, economic and market uncertainties, loss of key personnel, title defects, the inability of the Corporation to obtain or comply with all required permits and licences, fluctuation in the price of copper, molybdenum, silver, gold and other metals and commodities, changes in governmental regulation adverse to Mega or Rolling Rock, First Nations consultations, environmental risks, competition from other mining businesses, and other related matters. Although Mega has attempted to identify material factors that could cause actual results to differ materially from a conclusion, forecast or projection contained in the forward-looking information, there may be other factors that could cause results to differ from what is anticipated, estimated or intended. Those factors are described or referred to below, under the heading “Risk Factors” in this Schedule “F”, and elsewhere in the documents incorporated herein by reference, including under the heading “Risk Factors” in the Mega AIF (as hereinafter defined). All forward-looking information contained in this Schedule “F” and the documents incorporated herein by reference is given as of the is given as of the date of the document in which the forward-looking information is contained, and Mega undertakes no obligation to update or revise forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable laws.

DOCUMENTS INCORPORATED BY REFERENCE

Information has been incorporated by reference in this Schedule “F” from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated or deemed to be incorporated herein by reference may be obtained on request without charge from the Secretary of the Corporation at 401 – 1113  Jade Court, Thunder Bay, Ontario P7B 6M7 (telephone: 807-766-3380) and are also available electronically at www.sedar.com.

F-1

The following documents filed by Mega with securities commissions or similar authorities in Canada are specifically incorporated by reference into, and form an integral part of, this Schedule “F”:

(a)   the annual information form dated October 27, 2010 of Mega for the year ended December 31, 2009 (the “Mega AIF”);

(b)   the audited annual consolidated financial statements of Mega as at and for the years ended December 31, 2009 and December 31, 2008, together with the notes thereto, and the auditors’ report thereon;

(c)   the management’s discussion and analysis of financial condition and results of operations of Mega for the year ended December 31, 2009;

(d)   the unaudited interim consolidated financial statements of Mega as at and for the three and six month periods ended June 30, 2010, together with the notes thereto;

(e)   the management’s discussion and analysis of financial condition and results of operations of Mega for the three and six month periods ended June 30, 2010;

(f)   the management information circular dated May 21, 2010 of Mega in connection with the annual and special meeting of shareholders of Mega held on June 22, 2010;

(g)   the material change report dated and filed September 29, 2010 of Mega with respect to the signing of the Letter Agreement; and

(h)   the material change report dated and filed November 4, 2010 of Mega with respect to the signing of the Business Combination Agreement.

In addition, any document of the type referred to in section 11.1 of Form 44-101F1 of National Instrument 44-101 — Short Form Prospectus Distributions of the Canadian Securities Administrators filed by Mega with the securities commissions or similar regulatory authorities in Canada after the date hereof and prior to the Meeting shall be deemed to be incorporated by reference herein.

Any statement contained in this Schedule “F” or contained in a document incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded, for the purposes of this Schedule “F”, to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference in this Schedule “F” modifies or supersedes such statement. Any statement so modified or superseded shall not constitute a part of this Schedule “F”, except as so modified or superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of such a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made.

MEGA PRECIOUS METALS INC.

Summary Description of Business

Mega is a Canadian-based junior mineral exploration and development company with projects in Ontario, Yukon Territory and Nunavut Territory. Mega’s principal projects are the North Madsen gold project located in the Red Lake Mining Division in Ontario and the Blue Caribou copper project located in the Kitikmeot Region of Nunavut Territory. Mega also holds an interest in the Headway property in the Red Lake Mining Division in Ontario and in the SpiderMan property in the Keno Hill Silver District in the Yukon Territory.

For further information regarding Mega and its business, see the Mega AIF and other documents incorporated herein by reference. See “Documents Incorporated by Reference” above.

F-2

Consolidated Capitalization

There has not been a material change in the share and loan capital of Mega, on a consolidated basis, since June 30, 2010, the date of the most recent financial statements incorporated by reference into this Schedule “F”.

Authorized and Issued Share Capital

The Corporation is authorized to issue an unlimited number of Mega Shares of which 44,193,780 Mega Shares were outstanding as of November 5, 2010.

Prior Sales

During the 12 month period before the date hereof, Mega has issued Mega Shares and securities convertible into Mega Shares as follows:

Date of Issue/Grant	Price per Security	Number of Securities
	($)
Common Shares
November 12, 2009	$0.69	30,000(1)
December 16, 2009	$0.54	100,000(1)
January 28, 2010	$0.49	8,000(1)
February 2, 2010	$0.30	25,000(2)
April 23, 2010	$0.40	100,000(1)
September 8, 2010	$0.30	50,000(2)
September 20, 2010	$0.62	75,000(1)
Options to Purchase Common Shares
May 27, 2010	$0.38(3)	1,250,000(4)(5)

Notes:

(1) Issued in connection with property acquisitions.

(2) Issued upon exercise of options granted under Mega’s stock option plan.

(3) Represents the exercise price per Mega Share of the options to purchase Mega Shares.

(4) Represents the maximum number of Mega Shares issuable upon exercise of options to purchase Mega Shares.

(5) Granted under Mega’s stock option plan.

Trading Price and Volume of Mega Shares

The Mega Shares trade on Tier 1 of the TSXV under the symbol “MGP”. The following table sets forth the volume of trading and price ranges (including intra-day highs and lows) of the Mega Shares on the TSXV for the 12 month period prior to the date hereof.

@@	High	Low	Volume
2009	($)	($)	(shares)
November	0.70	0.47	1,875,167
December	0.70	0.51	1,102,539
2010
January	0.65	0.44	763,352
		0.385	763,352
February	0.51	0.385	1,309,067
March	0.56	0.31	3,140,113
April	0.56	0.35	1,371,955
May	0.40	0.285	1,188,395
June	0.56	0.32	1,205,888
July	0.65	0.375	1,010,441
August	0.47	0.37	582,140
September	0.72	0.35	3,096,598
October	0.61	0.45	718,054
November (to November 5)	0.54	0.45	443,150

F-3

The closing price of the Mega Shares on the TSXV on September 23, 2010, the last trading day immediately before the announcement of the Amalgamation, was $0.59. The closing price of the Mega Shares on the TSXV on November 5, 2010 was $0.49.

Auditors

The auditors of Mega are Grant Thornton LLP, Chartered Accountants, of Thunder Bay, Ontario (“Grant Thornton”). Grant Thornton is independent of Mega within the meaning of the Rules of Professional Conduct of the Institute of Chartered Accountants of Ontario.

Transfer Agent and Registrar

The transfer agent and registrar for the Mega Shares is Computershare Investor Services Inc. at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

Material Contracts

Mega has not entered into any material contracts since the beginning of its most recently completed financial year ended December 31, 2009 other than the Business Combination Agreement.

MEGA AFTER THE AMALGAMATION

Organization Following the Amalgamation

Pursuant to the Amalgamation, Rolling Rock and Mega Subco, a wholly-owned subsidiary of Mega incorporated for the purposes of the Amalgamation, will be amalgamated to form Mergeco, which will continue as a direct wholly-owned subsidiary of Mega. As a result of the Amalgamation, Mergeco will hold all of the property, rights and interests of Rolling Rock, including Rolling Rock’s 100% interest in the Monument Bay Property and 65% joint venture interest in the Domain Property, and will continue to be liable for the obligations of Rolling Rock.

Mineral Projects

On completion of the Amalgamation, Mega’s principal projects will be:

·   North Madsen gold project, Red Lake Mining Division, Ontario;

·   Blue Caribou copper project, Kitikmeot Region, Nunavut Territory; and

·   Monument Bay Property, Twin Lakes, Manitoba.

Mega will also hold an interest in the Headway property in the Red Lake Mining Division in Ontario, the SpiderMan property in the Keno Hill Silver District in the Yukon Territory and the Domain Project in the Oxford House Area in Manitoba.

Selected Pro Forma Consolidated Financial Information

The unaudited pro-forma consolidated balance sheet of Mega as at June 30, 2010 and the unaudited pro-forma consolidated statement of operations of Mega for the year ended December 31, 2009 and the six months ended June 30, 2010, in each case giving effect to the Amalgamation, are attached as Schedule “E” to the Circular.  Such unaudited pro-forma consolidated financial statements are based on certain assumptions and adjustments and are not necessarily indicative of Mega’s consolidated financial position and results from operations if the events reflected therein were in effect for the periods presented, nor do they purport to project Mega’s consolidated financial position or results from operations for any future period.

F-4

Selected Pro Forma Consolidated Financial Information
	June 30, 2010
Cash and cash equivalents	8,150,353
Total current assets	8,586,858
Mineral properties	25,616,555
Total assets	34,312,697
Total current liabilities	521,597
Future tax liability	645,418
Total shareholders’ equity	33,128,164

Directors and Officers

The directors and officers of Mega will remain the same following completion of the Amalgamation. The Shareholders are referred to the Mega AIF, which is incorporated herein by reference, for information concerning the directors and officers of Mega.

Capital Structure

The share capital of Mega will remain unchanged as a result of the completion of the Amalgamation, other than for the issuance of Mega Shares contemplated pursuant to the Amalgamation and upon exercise of Mega Replacement Options and outstanding Warrants and Finder’s Options.

The authorized capital of Mega following completion of the Amalgamation will continue to consist of an unlimited number of Mega Shares.

Post-Amalgamation Shareholdings

Immediately after completion of the Amalgamation, assuming that no Shareholder exercises Dissent Rights, current Shareholders will own approximately 27.9%, and current shareholders of Mega will own approximately 72.1%, of the then outstanding Mega Shares.

Stock Exchange Listing

On completion of the Amalgamation, the Mega Shares will continue trading on Tier 1 of the TSXV. The Rolling Rock Shares are expected to be de-listed from the TSXV as soon as practicable following the Effective Date. Rolling Rock will also apply to be deemed to have ceased to be a reporting issuer under applicable securities legislation of each of the provinces and territories of Canada under which it is then a reporting issuer.

The TSXV has conditionally accepted the Amalgamation with respect to Mega.

Auditors

Grant Thornton LLP, Chartered Accountants, of Thunder Bay, Ontario, the current auditors of Mega, are expected to continue as the auditors of Mega following the Effective Date.

Transfer Agent and Registrar

Computershare Investor Services Inc., the current transfer agent and registrar for the Mega Shares, is expected to continue as the transfer agent and registrar at its principal offices in Vancouver, British Columbia and Toronto, Ontario.

F-5

RISK FACTORS

An investment in securities of Mega involves significant risks, which should be carefully considered by Shareholders in connection with the Amalgamation. In addition to the other information set out in this Schedule “F” and the documents incorporated herein by reference (including, without limitation, the risk factors described under the heading “Risk Factors” in the Mega AIF), Shareholders should carefully consider the risk factors set out below. Any one of such risk factors could materially affect Mega’s future operating results and could cause actual events to differ materially from those described in forward-looking information relating to Mega.  The risks described herein, or in documents incorporated herein by reference, are not the only risks facing Mega. Additional risks and uncertainties not currently known to Mega, or that Mega currently considers immaterial, may also materially affect Mega’s future operating results and could cause actual events to differ materially from those described in forward-looking information relating to Mega.

Integration of Operations of Rolling Rock and Mega

The success of Mega after the Amalgamation will depend in large part on the success of management of Mega in integrating the operations of Rolling Rock with those of Mega after the Effective Date. The failure of Mega to achieve such integration could result in the failure of Mega to realize any of the anticipated benefits of the Amalgamation and could impair the results of operations and financial results of Mega. In addition, the overall integration of the operations of Rolling Rock into Mega may result in unanticipated operational problems, expenses, liabilities and diversion of management’s attention.

Permits and Licenses for the Monument Bay Property and Domain Property

The operations of Mega and Rolling Rock require licenses and permits from various governmental authorities. The continued exploration of the Monument Bay Property and the Domain Property require Rolling Rock, or, after the Amalgamation, Mega, to obtain additional licences and permits from the Province of Manitoba. Before issuing a licence or permit that may negatively impact the Aboriginal or treaty rights of a First Nation, Métis, or Dene community, the Province of Manitoba is constitutionally obligated to consult with and possibly accommodate that community. The depth of consultation and accommodation required in any particular situation is proportional to, among other things, the strength and nature of the Aboriginal interests claimed and the impact the proposed mineral exploration activities may have on the asserted rights. Although the Mineral Resource Division of the Department of Manitoba Science, Technology, Energy and Mines, which is responsible for Aboriginal consultation with respect to mineral exploration activities, publishes draft guidelines for consultations, including timelines for consultation, Mega understands that such timelines may not be strictly adhered to by the Province.

Mega believes that Rolling Rock has applied for the licences and permits required to carry out its contemplated activities at the Monument Bay Property and Domain Property. Mega understands that the Province of Manitoba has contacted affected communities with respect to the Monument Bay Property and is currently conducting consultations with the Red Sucker Lake First Nation.  Mega understands that the Province of Manitoba has not yet contacted affected communities with respect to the Domain Property. There can be no assurance that the licenses and permits required to carry out contemplated or other future activities at the Monument Bay Property and the Domain Property will be granted within expected timeframes or that accommodations will not be required with respect to affected First Nation, Métis, or Dene communities. Any delay in obtaining required licenses or permits or any accommodations made to affected First Nation, Métis, or Dene communities could adversely affect the operations, financial condition and results of operations of Mega (assuming completion of the Amalgamation).

F-6