Reasons for Entering Into Transaction

Searles Valley Holdings, LLC believes that continuing ownership and management of the mining operation is no longer consistent with its business objectives. Karnavati desires to enter into the subject transaction and acquire the business of SVMO and SVM with the expectation of creating efficiencies within the operation. The SDWC is an ancillary but critical component of the overall mining operation because it serves customers in the surrounding area (many of whom are employed in the mining operation) and provides productive and efficient use for water acquired for the mining operation.