EXECUTION COPY

UNDERWRITING AGREEMENT

March 31, 2025

Abitibi Metals Corp.
1231 Huron Street
London, Ontario N5Y 4L1
Canada

Attention: Jon Deluce, President, Chief Executive Officer and Director

BMO Nesbitt Burns Inc., as lead underwriter and sole bookrunner (the "Lead Underwriter"), together with Haywood Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Raymond James Ltd. and Stifel Nicolaus Canada Inc. (collectively, the "Underwriters", and each individually, an "Underwriter"), understand that Abitibi Metals Corp. (the "Corporation") proposes to issue and sell to the Underwriters (or Substituted Purchasers (as defined herein)) (the "Offering"): (i) 8,928,571 common shares of the Corporation (the "Offered Shares") at a price of $0.28 per Offered Share (the "Offering Price") for aggregate gross proceeds $2,499,999.88; and (ii) 16,071,429 common shares of the Corporation issued as "flow-through shares" (the "FT Shares" and, together with the Offered Shares, the "Offered Securities") as defined in subsection 66(15) of the Tax Act (as defined herein) and section 359.1 of the Québec Tax Act (as defined herein) at a price of $0.45 per FT Share (the "FT Offering Price") for aggregate gross proceeds of $7,232,143.05. The FT Shares will have the attributes described in the Preliminary Prospectus (as defined below) and will be issued to purchasers in Canada under the FT Subscription Agreements (as defined below). The Corporation understands that certain purchasers of FT Shares intend to subsequently (i) donate all or a portion of such FT Shares to registered charities, who may sell such FT Shares to purchasers arranged by the Underwriters at the Offering Price, or (ii) immediately sell all or a portion of such FT Shares to purchasers arranged by the Underwriters at the Offering Price (in each case, such shares referred to as the "Redistributed Shares"). The Prospectus (as defined below) qualifies the issuance of the FT Shares as well as the distribution of the Redistributed Shares.

In connection with the Offering, the Corporation hereby grants to the Underwriters, in the respective percentages set out in Section 20 of this Agreement (as defined herein), an option (the "Over-Allotment Option") exercisable in whole or in part on or before 5:00 p.m. (Toronto time) on the date that is 30 days after the Closing Date (as defined below), to purchase, or arrange for Substituted Purchasers to purchase, up to an additional 15% of the number of Offered Shares and/or FT Shares at their respective offering prices (collectively, the "Additional Shares"), provided, however, that the aggregate number of additional Offered Shares and/or additional FT Shares, respectively, is not more than 15% of the number of Offered Shares and FT Shares issued pursuant to the base Offering. The Underwriters shall be under no obligation whatsoever to exercise the Over-Allotment Option in whole or in part.

Delivery of and payment for any Additional Shares will be made at the time and on the date (each an "Option Closing Date") as set out in a written notice of the Lead Underwriter, on behalf of the Underwriters, referred to below, which Option Closing Date may occur on the Closing Date but will in no event occur earlier than the Closing Date nor later than seven (7) Business Days (as

defined below) after the date upon which the Corporation receives a written notice from the Lead Underwriter, on behalf of the Underwriters, setting out the number of Additional Shares to be purchased by the Underwriters. Any such notice must be received by the Corporation not later than 5:00 p.m. (Toronto time) on the date that is 30 days after the Closing Date. Upon the furnishing of such a notice, the Underwriters will be committed to purchase and/or arrange for Substituted Purchasers to purchase (as the case may be), and the Corporation will be committed to sell and deliver to the Underwriters and/or the Substituted Purchasers (as the case may be), in accordance with and subject to the provisions of this Agreement, the number of Additional Shares indicated in such notice.

For the avoidance of doubt, unless the context requires otherwise, (i) references in this Agreement to "Offered Securities" shall be deemed to include the Offered Shares, the FT Shares and any Additional Shares that may be issued pursuant to the Over-Allotment Option, and (ii) references in this Agreement to the "Offering" shall be deemed to include the Over-Allotment Option.

Based on the foregoing, and subject to the terms and conditions contained in this underwriting agreement (the "Agreement"), the Underwriters, severally, and neither jointly nor jointly and severally, agree to purchase, or alternatively to arrange for substituted purchasers (collectively, the "Substituted Purchasers") to purchase, from the Corporation, in the percentages set forth in Section 20 of this Agreement, and, by its acceptance thereof, the Corporation agrees to sell to the Underwriters (or the Substituted Purchasers) all but not less than all of the Offered Securities at the Closing Time (as defined below) at their respective offering prices. Although the offer to purchase the Offered Securities is being made by the Underwriters, the Underwriters will endeavour to arrange for Substituted Purchasers with the effect that such Substituted Purchasers will be the initial purchasers of the Offered Securities. To the extent that Substituted Purchasers purchase the Offered Securities, the Underwriters shall not be obligated to purchase the Offered Securities so purchased by such Substituted Purchasers.

Subject to applicable laws and without affecting the firm obligation of the Underwriters to purchase the Offered Securities in accordance with this Agreement, after the Underwriters have made reasonable efforts to sell all of the Offered Securities offered hereby at their respective offering prices, the offering price to the public may be decreased and further changed from time to time to an amount not greater than the Offering Price or FT Offering Price, as applicable. Such decrease or other change in the offering price to the public will not affect the amount of proceeds to be received by the Corporation, or the amount of the Underwriting Fee (as defined below) payable pursuant to Section 12. The Underwriters will promptly inform the Corporation if any offering price to the public is decreased or otherwise changed.

Subject to the terms and conditions hereof, the Underwriters, acting through their respective U.S. Affiliates (as defined in Schedule A hereto) in accordance with Schedule A hereto, may offer and sell the Offered Shares and Redistributed Shares in the United States on a private placement basis to Qualified Institutional Buyers (as defined in Schedule A hereto) in accordance with Rule 144A, and applicable state securities laws. Offers and sales of the FT Shares shall only be made to persons outside the United States in accordance with Rule 903 of Regulation S (as defined below).

The terms and conditions among the Corporation and the Underwriters are set forth below.

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Definitions

In this Agreement:

"Additional Shares" has the meaning ascribed thereto in the opening paragraphs of this Agreement;

"affiliate" and "subsidiary" have the respective meanings given to them in National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

"Agreement" means this underwriting agreement, as it may be amended from time to time;

"AIF" means the amended and restated annual information form of the Corporation for the year ended June 30, 2024, dated March 14, 2025;

"Applicable Canadian Securities Laws" means all applicable corporate and securities laws in each of the Qualifying Jurisdictions and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Canadian Securities Administrators;

"Audited Financial Statements" means the audited statements of financial position as at June 30, 2024 and 2023 and the statements of loss and comprehensive loss, statements of changes in shareholders' equity and statements of cash flows for the years ended June 30, 2024 and 2023, in each case including the notes thereto and the auditor's reports thereon, all as incorporated by reference in the Prospectus;

"Authorization" means any authorization, approval, consent, mineral claim, concession, exemption, license, lease, grant, permit, franchise, right, privilege or no-action letter from any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person's property or business and affairs (including any zoning approval, development permit or building permit) or from any Person in connection with any easements, contractual rights or other matters;

"B26 Earn-In Agreement" means the earn-in agreement dated November 15, 2023, between the Corporation and SOQUEM, pursuant to which the Corporation may earn up to an 80% interest in the Material Property;

"Bid Letter" means, the letter dated March 28, 2025, between the Corporation and the Lead Underwriter and includes the term sheet relating to the Offering;

"Board of Directors" means the board of directors of the Corporation, as constituted from time to time;

"Business" means the mineral exploration business of Corporation, including the exploration and operation of the Material Property, its other Properties and all activities of any nature reasonably ancillary thereto;

"Business Day" means any day, other than a Saturday or Sunday, on which commercial banks in Toronto, Ontario and Vancouver, British Columbia are open for commercial banking business during normal banking hours;

"CDS" means CDS Clearing and Depository Services Inc.;

"CEE" means an expense described in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act, or that would be described in paragraph (h) of that definition if the reference therein to "paragraphs (a) to (d) and (f) to (g.4)" were a reference to "paragraph (f)", other than amounts which are (i) prescribed to be "Canadian exploration and development overhead expense" for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or (iv) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term "expense" in subsection 66(15) of the Tax Act. With respect to FT Subscribers that are Québec residents or are otherwise subject to tax in the Province of Québec, it also means the expenses described in subsection 395(c) of the Québec Tax Act, excluding Canadian exploration expenses to the extent of the amount of any assistance described in subsection 359.2(a) of the Québec Tax Act, amounts which are prescribed to constitute "Canadian exploration and development overhead expense" for purposes of subsection 359.2(b) of the Québec Tax Act, any expenditures described in subsection 359.2(b.1) of the Québec Tax Act, and any expenses for prepaid services or rent that do not qualify in the definition of "outlay" or "expense" in subsection 359(a) of the Québec Tax Act;

"CEE Incurred in Québec Eligible for an Additional Deduction" means, in respect of Québec Resident Subscribers, an expense described in Section 726.4.10 of the Québec Tax Act as enacted as of the date hereof (and for greater certainty, without regard to any amendments thereto that may be enacted after the date hereof, including as announced in the 2025 Québec Budget, regardless of the effective date of such amendments);

"Closing" means the completion of the issue and sale by the Corporation and the purchase by the Underwriters (or the Substituted Purchasers) of the Offered Securities pursuant to this Agreement;

"Closing Date" means April 10, 2025 or such other date as the Corporation and the Lead Underwriter, on behalf of the Underwriters, may agree upon in writing, or as may be changed pursuant to this Agreement, but in any event shall not be later than the date that is 42 days from the date the Passport Receipt is issued for the Final Prospectus;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or Option Closing Date, as applicable, or such other time on the Closing Date or Option Closing Date, as applicable, as may be agreed to by the Corporation and the Lead Underwriter on behalf of the Underwriters;

"CMETC Prescribed Form" means the form prescribed under paragraph (e) of the definition of "flow-through critical mineral mining expenditure" in subsection 127(9) of the Tax Act, executed within the 12-month period immediately preceding the date on which the FT Subscription Agreements are made, by a "qualified professional engineer or professional geoscientist" (as

defined in subsection 127(9) of the Tax Act), acting reasonably and in their professional capacity, in prescribed manner and form that the expenses to be renounced to the FT Subscribers under the FT Subscription Agreements are to be incurred pursuant to an exploration plan that primarily targets Critical Minerals;

"Commitment Amount" means the product of the FT Offering Price multiplied by the total number of FT Shares subscribed and paid for pursuant to the Offering;

"Common Shares" means the common shares in the capital of the Corporation;

"Corporation" has the meaning given to it in the opening paragraphs of this Agreement;

"Corporation Financial Statements" means, collectively, the Audited Financial Statements and the Interim Financial Statements;

"CRA" means the Canada Revenue Agency;

"Critical Minerals" means copper, nickel, lithium, cobalt, graphite, rare earth elements, scandium, titanium, gallium, vanadium, tellurium, magnesium, zinc, platinum group metals and uranium;

"CSE" means the Canadian Securities Exchange;

"Due Diligence Sessions" has the meaning given to it in Section 3(a);

"Environmental Laws" means, any Law, permit, license, registration, consent, certificate, approval or authorization pertaining to the protection or conservation of the natural environment, the protection or preservation of wildlife or fishery resources or the public, the undertaking of mineral resource exploration, extraction or processing operations and the decommissioning or closure of such operations, including the reclamation, remediation, rehabilitation and restoration of mining properties and of the natural environment. For greater certainty, a law pertaining to the protection or conservation of the natural environment shall include all such laws relating to the manufacture, processing, generation, distribution, use, treatment, storage, disposal, transport, labeling, handling, discharge, Release, clean-up, containment or removal of any Regulated Substance or otherwise relating to a condition or occurrence which may affect adversely the state, quality or use of soil, water, air, vegetation, fish life, wildlife or property or result in damage or risk to the life, health, safety, welfare or comfort of fish life, wildlife or human beings;

"Environmental Orders" means any written directive, Order, investigation, proceeding or letter from any Governmental Authority, relating to non-compliance with or breach of any Reclamation obligation or Environmental Law;

"Final 144A Memorandum" means the final U.S. placement memorandum (which shall include the Final Prospectus) prepared for use in connection with offering the Offered Shares and Redistributed Shares to Qualified Institutional Buyers, in a form satisfactory to the Corporation and the Underwriters;

"Final Prospectus" means the final short form prospectus of the Corporation, including all documents incorporated therein by reference and including any Supplementary Material, filed in accordance with NI 44-101 for the purpose of qualifying the distribution of, amongst other things, the Offered Securities and the Redistributed Shares and for which a Passport Receipt has been issued;

"First Nations" means any first nations, Métis and/or indigenous and/or aboriginal person(s), tribe(s) and/or band(s) of Canada;

"First Nations Claims" means any written claims, assertions or demands, whether proven or unproven, made by any First Nations to the Corporation, SOQUEM Inc., or a Governmental Authority, or any representatives thereof, in respect of asserted or proven aboriginal rights, aboriginal title, treaty rights or any other aboriginal interest in or to all or any portion of its Properties;

"Flow-Through Critical Mineral Mining Expenditure" means an expense which qualifies, once renounced by the Corporation to an FT Subscriber who is an individual (other than a trust or estate), as a "flow-through critical mineral mining expenditure" as defined in subsection 127(9) of the Tax Act of the FT Subscriber or, where the FT Subscriber is a partnership, of the members of the FT Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced, provided, however that such definition shall be read without reference to paragraph (f) thereof;

"Follow-On Transactions" has the meaning given to it in Section 4(k)(i)

"FT Offering Price" has the meaning given to it in the opening paragraphs of this Agreement;

"FT Shares" has the meaning given to it in the opening paragraphs of this Agreement;

"FT Subscribers" means purchasers of FT Shares who acquire FT Shares from the Corporation under the FT Subscription Agreements;

"FT Subscription Agreements" means the subscription and renunciation agreements for the FT Shares to be entered into by the Corporation and the FT Subscribers, substantially in the form attached as Schedule "B" to this Agreement;

"Governmental Authorities" means governments, regulatory authorities, governmental departments, agencies, commissions, bureaus, officials, ministers, Crown corporations, courts, bodies, boards, tribunals or dispute settlement panels or other law, rule or regulation-making organizations or entities, including aboriginal and Inuit organizations or entities:

(a) having jurisdiction on behalf of any nation, province, territory or state or any other geographic or political subdivision of any of them; or
(b) exercising, or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power;

"IFRS" means International Financial Reporting Standards and refers to the accounting framework, standards and interpretations issued by the International Accounting Standards Board, as updated and amended from time to time;

"Information" means all information regarding the Corporation that is, or becomes up to the Closing Date, publicly available through filing on SEDAR+ and includes, but is not limited to, all material change reports, news releases, financial statements and management's discussion and analyses of the Corporation;

"Intellectual Property" has the meaning given to it in Section 7(kkk);

"Interim Financial Statements" means the unaudited condensed interim statements of financial position as at December 31, 2024 and 2023, and the condensed interim statements of loss and comprehensive income (loss), condensed interim statements of changes in shareholders' equity and condensed interim statements of cash flows for the three and six months ended December 31, 2024 and 2023 of the Corporation, in each case together with the notes thereto, all as incorporated by reference in the Prospectus;

"Laws" means all laws, statutes, regulations, by-laws, statutory rules, orders, ordinances, protocols, codes, guidelines, notices, directions (including all Applicable Canadian Securities Laws, U.S. federal and state securities laws and Environmental Laws), and terms and conditions of any grant of approval, permission, authority or license of any court, Governmental Authorities, statutory body or self-regulatory authority (including the CSE) applicable to the Corporation;

"Lead Underwriter" has the meaning given to it in the opening paragraphs of this Agreement;

"Lien" means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), charge, title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature, or any other arrangement or condition which, in substance, secures payment or performance of an obligation;

"marketing materials" has the meaning ascribed thereto in NI 41-101;

"Material Adverse Effect" or "Material Adverse Change" means any effect, change, event or occurrence that, alone or in conjunction with any other effect, change, event or occurrence, (i) is materially adverse to the results of operations, condition (financial or otherwise), assets, properties, capital, liabilities (contingent or otherwise), cash flow, income, prospects or Business operations of the Corporation, or (ii) would result in the Preliminary Prospectus, the Final Prospectus or any Supplementary Materials containing a misrepresentation;

"Material Property" means the exploration property referred to as the "B26 Project", located in the Abitibi Region of Québec, as more particularly described in the Technical Report;

"misrepresentation", "material change" and "material fact" shall have the meanings ascribed thereto under the Applicable Canadian Securities Laws; "distribution" means "distribution" or "distribution to the public", as the case may be, as defined under the Applicable Canadian Securities Laws; "distribute" has a corresponding meaning; and "knowledge" or references to "awareness" means to the best of the knowledge, information and awareness of Jon Deluce and

Sung Min (Eric) Myung, after having made due and applicable inquiries and investigations in connection with such facts and circumstances that would ordinarily be made by senior officers of exploration firms of similar size to the Corporation in the discharge of their duties, without special inquiry for the purpose of the Offering;

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements of the Canadian Securities Administrators, as amended or replaced;

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions of the Canadian Securities Administrators, as amended or replaced;

"notice" has the meaning given to it in Section 25;

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions of the Canadian Securities Administrators, as amended or replaced;

"Offered Securities" has the meaning given to it in the opening paragraphs of this Agreement;

"Offered Shares" has the meaning given to it in the opening paragraphs of this Agreement;

"Offering" has the meaning given to it in the opening paragraphs of this Agreement;

"Offering Documents" means, collectively, the Preliminary Prospectus, the Final Prospectus and the Supplementary Materials, and also includes the U.S. Placement Memoranda;

"Offering Expenses" has the meaning given to it in Section 18;

"Offering Price" has the meaning given to it in the opening paragraphs of this Agreement;

"Option Closing Date" has the meaning given to it in the opening paragraphs of this Agreement;

"Order" means any order (including any judicial or administrative order and the terms of any administrative consent), judgment, injunction, decision, decree, ruling or award of any Governmental Authority;

"Passport Receipt" means a receipt issued by the Ontario Securities Commission as principal regulator pursuant to the Passport System and which evidences the receipt, on behalf of itself and the Securities Commissions of the other Qualifying Jurisdictions, for the Preliminary Prospectus or the Final Prospectus, as the case may be;

"Passport System" means the passport system procedures provided for under Multilateral Instrument 11-102 – Passport System and NP 11-202;

"Permits" means all material permits, licenses, approvals, certificates, qualifications, consents, certificates of approval, rights, privileges or franchises, registrations, Orders and exemptions, and all other material authorizations by any Governmental Authority, including any material municipal or other approvals required to be granted before a Governmental Authority, issued, conferred or otherwise granted to or held by the Corporation in connection with its Properties;

"Person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, company, limited liability company, unlimited liability company or Governmental Authority and, where the context requires, any of the foregoing when they are acting as trustee, executor, administrator or other legal representative;

"Preliminary 144A Memorandum" means the preliminary U.S. placement memorandum (which shall include the Preliminary Prospectus) prepared for use in connection with offering the Offered Shares and Redistributed Shares to Qualified Institutional Buyers, in a form satisfactory to the Corporation and the Underwriters;

"Preliminary Prospectus" means the preliminary prospectus of the Corporation dated March 31, 2025, including all documents incorporated therein by reference and including any Supplementary Material, filed in accordance with NI 44-101 for the purpose of qualifying the distribution of, amongst other things, the Offered Securities and the Redistributed Shares and for which a Passport Receipt has been issued;

"Prescribed Forms" means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act and, in respect of FT Subscribers that are Québec resident or are otherwise subject to tax in the Province of Québec, the forms prescribed under subsection 359.12 of the Québec Tax Act, filed or to be filed by the Corporation within the prescribed time renouncing to the FT Subscribers the Resource Expenses incurred pursuant to the FT Subscription Agreements and all parts or copies of such forms required by the CRA and the QRA when applicable, to be delivered to the FT Subscribers;

"Principal Business Corporation" means a "principal-business corporation" as defined in subsection 66(15) of the Tax Act;

"Properties" means, collectively, the Material Property together with all other mineral properties as disclosed in the Information in which the Corporation has a direct or indirect economic interest;

"Prospectus" means, collectively, the Preliminary Prospectus and the Final Prospectus;

"provide", in the context of sending or making available marketing materials to a potential investor of Offered Securities, shall have the meaning ascribed thereto in NI 41-101;

"QRA" means Revenu Québec;

"Qualifying Jurisdictions" means all of the provinces of Canada;

"Québec Resident Subscriber" means a FT Subscriber or, where the FT Subscriber is a partnership, a member of the partnership, that is an individual that is resident or subject to tax in the Province of Québec;

"Québec Resources Credit" means the credit relating to mining or other resources provided for in Title III, Chapter III.1, Division II.6.15 of Book IX of Part I of the Québec Tax Act;

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"Québec Tax Act" means the Taxation Act (Québec) and all rules and regulations made pursuant thereto and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Québec) prior to the date hereof;

"Reclamation" means the reclamation, restoration or closure of any facility, land or property utilized in any exploration, mining or processing operation required by any legal requirement or any environmental Permits;

"Redistributed Shares" has the meaning given to it in the opening paragraphs of this Agreement;

"Regulated Substances" means any pollutants, contaminants, chemicals, industrial, toxic, hazardous or noxious substances or wastes or any other materials or substances, which are now or hereafter prohibited, controlled, prescribed or regulated by any Governmental Authority, or the presence and/or quantity of which now or hereafter requires reporting, monitoring, investigation, removal or remediation by any Governmental Authority or legal requirements including, but not limited to:

(a) any petroleum or petroleum compound (refined or crude), natural gas, natural gas liquids or related hydrocarbons, flammable substance, explosive, radioactive material or any other material or pollutant which poses a hazard or potential hazard to the environment or Persons;

(a) asbestos or any asbestos-containing material of any kind of character, any materials or substances containing polychlorinated biphenyls or urea formaldehyde insulation;

(b) any materials or substances designated as a "hazardous waste," "hazardous substance", "toxic pollutant" or "contaminant" under any Environmental Law; and

(c) any materials or substances that are toxic, explosive, corrosive, flammable, ignitable, infectious, radioactive, reactive, carcinogenic, mutagenic or otherwise hazardous;

"Regulation S" means Regulation S under the U.S. Securities Act;

"Release" means releasing, spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, migrating, escaping, leaching, disposing, dumping, depositing, spraying, burying, abandoning, incinerating, seeping, placing or any similar action defined in any Environmental Law;

"Resource Expense" means an expense which is a CEE incurred on or after the Closing Date and on or before the Termination Date, which may be renounced by the Corporation pursuant to subsection 66(12.6) of the Tax Act, in conjunction with subsection 66(12.66) of the Tax Act, as necessary, with an effective date not later than December 31, 2025 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes, and on the date it is renounced is:

(a) a Flow-Through Critical Mineral Mining Expenditure; and

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(b) for a Québec Resident Subscriber or, where the FT Subscriber is a partnership, for the members of the partnership that are Québec Resident Subscribers, to the extent of their respective shares of the Resource Expense so renounced, (1) CEE Incurred in Québec Eligible for an Additional Deduction, and (2) Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction,

provided that this definition of Resource Expense should be read without paragraph (b) above if the expenses do not qualify for the deductions with respect to CEE Incurred in Québec Eligible for an Additional Deduction, and to Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction as a result of the 2025 Québec Budget Amendments;

"Rule 144A" means Rule 144A under the U.S. Securities Act;

"SEC" means the United States Securities and Exchange Commission;

"Securities Commissions" means, collectively, the securities commission or securities regulatory authority in each of the Qualifying Jurisdictions, and "Securities Commission" means any one of them;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval;

"Selling Firm" has the meaning given to it in Section 4(a);

"SOQUEM" means SOQUEM Inc.;

"Subsequent Disclosure Documents" means any annual and/or interim financial statements, management's discussion and analysis of financial condition and results of operations, information circulars, annual information forms, material change reports or other documents issued by the Corporation after the date of this Agreement that are required by Applicable Canadian Securities Laws to be incorporated by reference into the Preliminary Prospectus or Final Prospectus, or deemed to be incorporated by reference into the Preliminary Prospectus and/or the Final Prospectus;

"Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction" means, in respect of Québec Resident Subscribers, an expense described in section 726.4.17.2 of the Québec Tax Act as enacted as of the date hereof (and for greater certainty, without regard to any amendments thereto that may be enacted after the date hereof, including as announced in the 2025 Québec Budget, regardless of the effective date of such amendments);

"Substituted Purchasers" has the meaning given to it in the opening paragraphs of this Agreement;

"Supplementary Material" means, collectively, any amendment to or amendment and restatement of the Preliminary Prospectus, the Final Prospectus, Preliminary 144A Memorandum and/or Final 144A Memorandum, and any further amendment, amendment and restatement or supplemental prospectus or memoranda thereto or ancillary materials that may be filed by or on

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behalf of the Corporation under Applicable Canadian Securities Laws or utilized in the United States, relating to the distribution of the Offered Securities thereunder;

"Tax Act" means the Income Tax Act (Canada) and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) prior to the date of this Agreement;

"Taxes" means, collectively, all taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, statutory pension plan and employment insurance premiums and contributions, mining taxes, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto;

"Technical Report" means the technical report prepared entitled "Mineral Resource Estimate Update for the B26 Project, Québec, Canada" dated February 26, 2025 (with an effective date of November 1, 2024) prepared for the Corporation by SGS Canada Inc. – Geological Services;

"template version" has the meaning ascribed thereto under NI 41-101 and includes any revised template version of marketing materials as contemplated in NI 41-101;

"Termination Date" means December 31, 2026;

"Underwriter" and "Underwriters" have the respective meanings given to them in the opening paragraphs of this Agreement;

"Underwriter FT Share" means any FT Share acquired by an Underwriter as principal;

"Underwriters' Information" means information and statements relating solely to the Underwriters which have been provided by the Underwriters to the Corporation in writing specifically for use in the Prospectus, the U.S. Placement Memoranda or Supplementary Materials;

"Underwriting Fee" has the meaning given to it in Section 12;

"United States" or "U.S." means the United States of America, its territories and possessions, any state of the United States, and the District of Columbia;

"U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder;

"U.S. Placement Memoranda" means, collectively, the Preliminary 144A Memorandum and the Final 144A Memorandum;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder; and

"2025 Québec Budget" means the 2025-2026 Québec budget delivered March 25, 2025.

Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to

"Sections", "paragraphs" and "clauses" are to the appropriate section, paragraph or clause of this Agreement.

All references to dollars or "$" are to Canadian dollars unless otherwise expressed.

2. Compliance with Securities Laws

(a) The Corporation shall:

(i) on March 31, 2025 have prepared and filed the Preliminary Prospectus and other required documents with the Securities Commissions under the Applicable Canadian Securities Laws and shall have elected to use the Passport System and designated the Ontario Securities Commission as the principal regulator thereunder, and shall have obtained on or before April 1, 2025, a Passport Receipt from the Ontario Securities Commission under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Preliminary Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions;

(ii) forthwith after any comments with respect to the Preliminary Prospectus have been received from the Securities Commissions, use commercially reasonable efforts to promptly resolve and settle all comments, and, in any event, on April 7, 2025 (or such later date as may be agreed to in writing by the Corporation and the Lead Underwriter on behalf of the Underwriters, each acting reasonably), prepare and file the Final Prospectus and other required documents with the Securities Commissions under the Applicable Canadian Securities Laws and elected to use the Passport System and designated the Ontario Securities Commission as the principal regulator thereunder, and shall have obtained a Passport Receipt from the Ontario Securities Commission under the Passport System which shall also evidence that a receipt has been issued or is deemed to have been issued for the Final Prospectus by each of the Securities Commissions of the other Qualifying Jurisdictions and otherwise fulfilled all legal requirements to qualify the Offered Securities for distribution to the public in the Qualifying Jurisdictions through the Underwriters or any other registered dealer in the applicable Qualifying Jurisdictions; and

(iii) promptly fulfill and comply with, to the satisfaction of the Underwriters, acting reasonably, Applicable Canadian Securities Laws required to be fulfilled or complied with by the Corporation to enable the Offered Securities to be lawfully distributed to the public in the Qualifying Jurisdictions through the Underwriters or any other investment dealers or brokers registered as such in the Qualifying Jurisdictions.

(b) During the period of distribution of the Offered Securities, the Corporation will promptly take, or cause to be taken, any additional steps and proceedings that may from time to time be required under the Applicable Canadian Securities Laws, or

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be requested by the Lead Underwriter on behalf of the Underwriters, to continue to qualify the distribution of the Offered Securities.

3. Due Diligence

(a) Prior to the filing of the Preliminary Prospectus and the Final Prospectus and thereafter, during the period of distribution of the Offered Securities, including prior to the filing of any Supplementary Material, the Corporation shall have allowed the Underwriters to review and comment on such documents and shall have allowed the Underwriters to conduct all due diligence investigations which they may reasonably require in order to fulfill their obligations as underwriters in order to enable them to execute the certificate required to be executed by them at the end of the Offering Documents.

(b) Without limiting the generality of the foregoing, the Corporation shall make available its directors, senior management, auditors, independent technical advisors, including those technical advisors who authored the Technical Report, legal counsel and other experts reasonably requested by the Underwriters to answer any questions which the Underwriters may have and to participate in one or more due diligence sessions to be held prior to filing the Preliminary Prospectus and the Final Prospectus (collectively, the "Due Diligence Sessions"). The Underwriters shall distribute the list of written questions to be answered in advance of each such Due Diligence Session and the Corporation shall provide verbal or written responses to such questions and the Corporation shall use its commercially reasonable efforts to have its auditors, independent technical advisors, including those technical advisors who authored the Technical Report, legal counsel and other experts reasonably requested by the Underwriters to provide verbal or written responses to such questions at each of the Due Diligence Sessions.

4. Restrictions on Sale

(a) The Underwriters will be permitted to appoint, at their sole expense, other registered dealers or brokers as their agents to assist in the distribution of the Offered Securities. The Underwriters shall comply, and shall require any such other dealer or broker with which the Underwriters have a contractual relationship in respect of the distribution of the Offered Securities (a "Selling Firm"), to comply with Applicable Canadian Securities Laws and any other applicable laws in connection with the distribution of the Offered Securities and to offer the Offered Securities for sale to the public directly and through Selling Firms upon the terms and conditions set out in the Final Prospectus and this Agreement. The Underwriters shall, and shall require any Selling Firm to agree to, offer for sale to the public and sell the Offered Securities only in those jurisdictions where they may be lawfully offered for sale or sold. Each Underwriter, or other registered dealer or broker, will deliver (or cause to be delivered) to the Corporation an FT Subscription Agreement in respect of the FT Shares purchased by purchasers, excluding the Underwriter or other registered dealer or broker, as agent for the FT Subscribers. The Underwriters intend to complete a public offering of the Offered Securities in

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the Qualifying Jurisdictions, upon the terms set forth in this Agreement, the FT Subscription Agreements and the Prospectus, as applicable.

(b) The Underwriters shall, and shall require any Selling Firm to agree to, observe and distribute the Offered Securities in a manner that complies with all applicable laws and regulations (including, with respect to the Offered Shares and the Redistributed Shares in connection with offers and sales in the United States to Qualified Institutional Buyers (as defined in Schedule A hereto), Rule 144A and applicable state securities laws) in each jurisdiction into and from which they may offer to sell the Offered Securities or distribute the Prospectus in connection with the distribution of the Offered Securities, or the U.S. Placement Memoranda in connection with the Offered Shares and the Redistributed Shares, and will not, directly or indirectly, offer, sell or deliver any Offered Securities or deliver the Prospectus or the U.S. Placement Memoranda or any other document to any person in any jurisdiction, except in a manner which will not require the Corporation to comply with the registration, prospectus, continuous disclosure, filing or other similar requirements under the applicable securities laws of any jurisdiction other than the Qualifying Jurisdictions.

(c) Each of the Underwriters covenants and agrees that it will only offer and sell the FT Shares to persons outside of the United States in accordance with Rule 903 of Regulation S. The Corporation and the Underwriters acknowledge and agree that, to the extent that the Underwriters purchase any of the FT Shares, any person to whom the Underwriters resell such FT Shares will not be eligible for the tax benefits available to Canadian resident purchasers under federal and provincial tax legislation.

(d) During the distribution of the Offered Securities:

(i) the Corporation shall prepare, in consultation with the Lead Underwriter, and approve in writing prior to the time any marketing materials of the Corporation are provided to potential investors, a template version of the marketing materials reasonably requested to be provided by the Underwriters to any potential investor of Offered Securities, such marketing materials to comply with Applicable Canadian Securities Laws and be acceptable in form and substance to the Underwriters and their counsel, acting reasonably, and approved in writing by the Lead Underwriter, on behalf of the Underwriters, as contemplated by Applicable Canadian Securities Laws;

(ii) the Corporation shall file a template version of the marketing materials referred to in section 4(d)(i) with the Securities Commissions as soon as reasonably practicable after a template version of such marketing materials is so approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of Offered Securities (provided the Corporation has been advised by the Lead

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Underwriter that the marketing materials will be, or have been, provided to a potential investor); and

(iii) any comparables (as defined in NI 41-101) shall be removed from the template version in accordance with NI 41-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Corporation as required by Applicable Canadian Securities Laws.

(e) Following the approvals and filings set forth in section 4(d), the Underwriters may provide a limited-use version (as defined in NI 41-101) of such marketing materials to potential investors of Offered Securities in accordance with Applicable Canadian Securities Laws.

(f) If required under Applicable Canadian Securities Laws, the Corporation shall prepare and file a revised template version of any marketing materials provided to potential investors in connection with the Offering of the Offered Securities, and sections 4(d) and 4(e) shall apply to such revised template version.

(g) During the distribution of the Offered Securities, the Corporation and the Underwriters, on a several basis, covenant and agree:

(i) not to provide any potential investor of Offered Securities with any marketing materials unless such marketing materials have been approved as required by Section 4(d)(i) and a template version of such marketing materials has been or will be filed by the Corporation with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Offered Securities;

(ii) not to provide any potential investor of Offered Securities with any materials or information in relation to the distribution of the Offered Securities or the Corporation other than: (A) such marketing materials for which the template versions thereof have been approved and filed in accordance with Sections 4(d), (e) and (f); (B) the Prospectus in accordance with this Agreement; (C) any standard term sheets (as defined in NI 41-101) approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters; and (D) a preliminary prospectus notice (as defined in NI 41-101) or a final prospectus notice (as defined in NI 41-101); and

(iii) that any marketing materials for which the template versions thereof have been approved and filed in accordance with Sections 4(d), (e) and (f) and any standard term sheets approved in writing by the Corporation and the Lead Underwriter, on behalf of the Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions and the United States.

(h) Notwithstanding anything to the contrary contained herein, the obligations of the Underwriters under this Agreement, including Schedule A, are several and not

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joint, nor joint and several, and an Underwriter will not be liable for any breach under this Agreement, including Schedule A, by another Underwriter or by a Selling Firm appointed by another Underwriter.

(i) For the purposes of Section 4(b), the Underwriters shall be entitled to assume that the Offered Securities are qualified for distribution in each of the Qualifying Jurisdictions following the issuance of a Passport Receipt for the Final Prospectus pursuant to NP 11-202 in respect of such Qualifying Jurisdiction.

(j) The Corporation and the Underwriters hereby acknowledge that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any U.S. state securities or "blue sky" laws, and may not be offered or sold except: (A) with respect to the Offered Shares and Redistributed Shares, to Qualified Institutional Buyers (as defined in Schedule A hereto) in accordance with Rule 144A and all applicable state securities laws; or (B) outside the United States, in accordance with Rule 903 of Regulation S. The Corporation and each of the Underwriters hereby agree that they will not offer or sell the FT Shares in the United States, and that offers and sales of the Offered Shares and Redistributed Shares in the United States shall be conducted only in the manner specified in Schedule A hereto, which terms and conditions are hereby incorporated by reference in and form a part of this Agreement.

(k) Follow-On Transactions:

(i) The Corporation understands that following the Closing, some or all of the FT Shares may be donated by the FT Subscribers to one or more charities and subsequently may be sold to investors by the charity or charities, or may be sold to a third party (the "Follow-On Transactions").

(ii) The Underwriters acknowledge that the Corporation has no knowledge of the Follow-On Transactions other than that they may or may not occur and that the Corporation will have no involvement or participation in any Follow-On Transactions, other than to register any transfer of securities required as a result.

(iii) The Underwriters do not act, and will not purport to act, as agent or representative of the Corporation in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Underwriters hereunder is for the Underwriter's services in respect of the Offering. The parties further acknowledge that the Corporation is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur.

Deliveries on Filing and Related Matters

(a) The Corporation shall deliver, or cause to be delivered, to each of the Underwriters:

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(i) concurrently with the filing of each of the Preliminary Prospectus and the Final Prospectus, as the case may be, a copy of each of the Preliminary Prospectus and the Final Prospectus, as the case may be, signed by the Corporation as required by Applicable Canadian Securities Laws;

(ii) concurrently with the filing thereof, a copy of any Supplementary Material required to be filed by the Corporation in compliance with Applicable Canadian Securities Laws

(iii) concurrently with the filing of the Final Prospectus with the Securities Commissions, a "long form" comfort letter dated the date of the Final Prospectus, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the directors of the Corporation from the auditors of the Corporation and with respect to the Corporation Financial Statements, and other financial and accounting information relating to the Corporation, contained or incorporated by reference in the Prospectus, which letter shall be based on a review by such auditors within a cut-off date of not more than two (2) Business Days prior to the date of the letters, which letters shall be in addition to any auditors' comfort and consent letters addressed to the Securities Commissions in the Qualifying Jurisdictions;

(iv) concurrently with the filing of each of the Preliminary Prospectus and the Final Prospectus, as the case may be, a copy of the Preliminary 144A Memorandum and Final 144A Memorandum, as the case may be;

(v) a copy of the Corporation's CSE Form 8, and any amendments thereto, as posted to the Corporation's CSE page, together with such other evidence as may be reasonably requested by the Lead Underwriter to confirm the CSE's acceptance of the listing of the Offered Securities; and

(vi) a copy of any other document required to be filed by the Corporation under Applicable Canadian Securities Laws.

(b) If applicable, the Corporation shall also prepare and deliver promptly to the Underwriters signed copies of all Supplementary Material. Concurrently with the delivery of any Supplementary Material or the incorporation or deemed incorporation by reference in the Prospectus of any Subsequent Disclosure Document, the Corporation shall deliver to the Underwriters, with respect to such Supplementary Material or Subsequent Disclosure Document, opinions substantially similar to the opinions referred to in Section 15 and a comfort letter from the Corporation's auditor substantially similar to the letters referred to in Section 5(a)(iii).

(c) Prior to or concurrently with the filing of the Preliminary Prospectus and Final Prospectus, the Corporation shall have delivered, or caused the delivery of, a translation opinion, dated the date of the Preliminary Prospectus and Final

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Prospectus, respectively, in form and substance satisfactory to the Lead Underwriter (on behalf of the Underwriters), acting reasonably, addressed to the Underwriters, the Corporation and the directors of the Corporation, to the effect that the French language versions of the Preliminary Prospectus and Final Prospectus (including the documents incorporated by reference therein) are, in all material respects, a complete and accurate translation of the English language version thereof.

(d) The Corporation will cause to be delivered to the Underwriters, at those delivery points as the Underwriters reasonably request, as soon as possible and in any event no later than 12:00 noon (Toronto time) on the next Business Day (or by 12:00 noon (Toronto time) on the second Business Day for deliveries outside of Toronto), in each case following the day on which the Corporation has obtained (i) the Passport Receipt for the Preliminary Prospectus, and (ii) the Passport Receipt for the Final Prospectus, and thereafter from time to time during the distribution of the Offered Securities, as many commercial copies of the Preliminary Prospectus, the Final Prospectus, any Supplementary Materials and/or the U.S. Placement Memoranda, as applicable, as the Underwriters may reasonably request. Each delivery of any of the Offering Documents will have constituted or will constitute, as the case may be, consent of the Corporation to the use by the Underwriters and any Selling Firms of those documents in connection with the distribution and sale of the Offered Securities in all of the Qualifying Jurisdictions and of the U.S. Placement Memoranda for the distribution of the Offered Securities to purchasers in the United States in compliance with the provisions of Schedule "A".

(e) Notwithstanding anything to the contrary provided for in this Section 6, delivery of the Offering Documents will be satisfied in accordance with the "access equals delivery" provisions contained in Part 2A of NI 41-101 and the Underwriters and the Corporation shall satisfy any request for electronic or paper copies of the Offering Documents in accordance with the requirements of NI 41-101, without charge.

Representations and Warranties of the Corporation Regarding the Prospectus

Each delivery to any Underwriter of any Offering Document by the Corporation shall constitute a representation and warranty by the Corporation to the Underwriters that, as at their respective dates:

(a) the information and statements (except the Underwriters' Information) contained in any Offering Document are true and correct and contain no misrepresentation and constitute full, true and plain disclosure of all material facts relating to the Corporation, the Offered Securities;

(b) no material fact has been omitted from such disclosure (except for Underwriters' Information) that is required to be stated in such disclosure or that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made;

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(c) the U.S. Placement Memoranda (except for Underwriters' Information) does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading, within the meaning of the U.S. Exchange Act;

(d) except with respect to any Underwriters' Information, such documents comply in all material respects with the requirements of Applicable Canadian Securities Laws and the applicable securities laws in the United States; and

(e) there has been no material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the Business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, taken as a whole, from the date of such documents to the time of delivery thereof.

Such deliveries shall also constitute the Corporation's consent to the Underwriters' use of the Prospectus in connection with the distribution of the Offered Securities in the Qualifying Jurisdictions in compliance with this Agreement and Applicable Canadian Securities Laws and the use of the U.S. Placement Memoranda for offers and sales of the Offered Shares and Redistributed Shares in the United States to Qualified Institutional Buyers pursuant to Rule 144A.

Representations and Warranties of the Corporation regarding the Business

The Corporation represents and warrants to the Underwriters, and acknowledges that the Underwriters are relying upon such representations and warranties in purchasing the Offered Securities, if any, that:

(a) the Corporation has been duly incorporated and is validly existing under the laws of the jurisdiction of its incorporation and has all requisite corporate capacity and power to carry on its Business, as now conducted and as presently proposed to be conducted by it, and to own its properties and assets and conduct its Business as described in the Prospectus;

(b) the Corporation is duly registered to do business and is in good standing in each jurisdiction in which the character of its properties, owned or leased, or the nature of its activities make such registration necessary;

(c) the Corporation is not required to give any notice to, make any filing with or obtain any Authorization, Order or other consent or approval of any Person in connection with the execution or delivery of or performance of its obligations under this Agreement or the consummation of the transactions contemplated herein other than (i) receipt of the Passport Receipts with respect to the Prospectus, and (ii) the Corporation satisfying all filing and notice requirements in accordance with the policies of the CSE, including, without limitation the requirements of Policy 6 – Distributions & Corporate Finance, in respect of the Offering;

(d) the Corporation has conducted and is conducting its Business in compliance with all applicable laws, rules and regulations of each jurisdiction in which it carries on

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business and the Corporation has not received any notice of any alleged material violation of any such laws, rules and regulations;

(e) the Corporation has not (i) committed an act of bankruptcy and is not insolvent; (ii) proposed a compromise or arrangement to its creditors generally; (iii) to its knowledge, had a petition or a receiving order in bankruptcy filed against it; (iv) made a voluntary assignment in bankruptcy; (v) taken any proceedings with respect to a compromise or arrangement; (vi) taken any proceedings to have itself declared bankrupt or wound-up; (vii) taken any proceedings to have a receiver appointed for any of its property; and (viii) had any execution or distress become enforceable or become levied upon any of its property;

(f) since June 30, 2023: (i) there has been no Material Adverse Change; (ii) there has been no transaction entered into by the Corporation which is material to the Corporation; (iii) there has been no dividend or distribution of any kind declared, paid or made by the Corporation on the Common Shares or any other class of the Corporation's securities; and (iv) there has been no Material Adverse Change in the share capital, short-term indebtedness, long-term indebtedness, net current assets or net assets of the Corporation;

(g) the Corporation is in compliance, in all material respects, with its timely and continuous disclosure obligations under the Applicable Canadian Securities Laws and the rules and regulations of the CSE and, without limiting the generality of the foregoing, there has not occurred any Material Adverse Change, which has not been publicly disclosed on a non-confidential basis and, as of the date of such statements, all the statements set forth in the Information are true, correct, and complete in all material respects and do not contain any misrepresentation and the Corporation has not filed any confidential material change reports since the date of such statements;

(h) all operations of the Corporation at its Properties, have been conducted in accordance with good mining industry practices and in compliance with all Laws applicable to the Corporation in each jurisdiction in which it carries on its Business. The Corporation holds, directly or indirectly, all Permits in all jurisdictions in which they carry on business, which are required at the current time and are necessary or desirable to operate the assets and properties of the Corporation, and to carry on the Business of the Corporation, as now conducted and as presently proposed to be conducted in the near to intermediate term, and all such Permits are valid and existing and in good standing. None of such Permits contains any burdensome term, provision, condition or limitation and the Corporation has not received any notice of proceedings relating to the revocation or modification of any Permit;

(i) the minute book and corporate records of the Corporation made available in connection with the Underwriters' due diligence investigations are the original minute book and records or true and complete copies thereof and contain copies of all material proceedings of the shareholders, the Board of Directors and all committees of the Board of Directors and there have been no other meetings,

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resolutions or proceedings of the shareholders, Board of Directors or any committee thereof, other than meetings, resolutions or proceedings of the Board of Directors or committees thereof: (i) for which the minutes are in draft form (copies of the drafts of which have been provided to counsel for the Underwriters), (ii) which are not material in the context of such entities, as applicable or (iii) for which drafts are not available, in which case the subject matter of such meetings or proceedings have been disclosed to the Underwriters;

(j) the books of account and other records of the Corporation whether of a financial or accounting nature or otherwise, have been maintained in accordance with prudent business practices that are customary in the business in which the Corporation is engaged;

(k) the Corporation is insured by insurers who are, to the knowledge of the Corporation, of recognized financial responsibility, the Corporation is insured against such losses and risks and in such amounts that are appropriate to the operations, properties and assets of the Corporation as they will exist on the Closing Date, in such amounts and against such risks as are customarily carried and insured against by owners of comparable businesses, properties and assets; all policies of insurance and fidelity or surety bonds insuring the Corporation and its Business, assets, employees, officers and directors are in full force and effect; the Corporation is in compliance with the terms of such policies and instruments in all material respects, including but not limited to the payment of premiums thereunder, there are no material claims by the Corporation under any such policies or instruments as to which any insurance company is denying liabilities or defending under a reservation of rights clause; and the Corporation has no reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its Business at a cost that would not have a Material Adverse Effect;

(l) the Corporation has all requisite corporate power, capacity and authority to enter into and deliver this Agreement and to perform its obligations hereunder (including the execution and delivery of the Prospectus and the filing thereof with the Securities Commissions, and the preparation and distribution of the U.S. Placement Memoranda in accordance with this Agreement) and thereunder, and this Agreement has been, and when executed, will have been, duly executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with its terms, subject to the general qualifications that: (i) enforcement may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws affecting creditors' rights generally; (ii) equitable remedies, including the remedies of specific performance and injunctive relief, are available only in the discretion of the applicable court; (iii) the equitable or statutory powers of the courts in Canada having jurisdiction to stay proceedings before them and the execution of judgments; (iv) rights to indemnity and contribution hereunder may be limited under applicable law; (v) enforceability of provisions which purport to sever any provision which is prohibited or unenforceable under applicable law without affecting the

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enforceability or validity of the remainder of such document would be determined only in the discretion of the court; and (vi) enforceability of the provisions exculpating a party from liability or duty otherwise owed by it may be limited under applicable law;

(m) the Corporation is not in default or breach of, and the execution and delivery of, and the performance of and compliance with the terms of, this Agreement and the FT Subscription Agreements and the performance of any of the transactions contemplated hereby and thereby by the Corporation, do not and will not result in any breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under: (i) any term or provision of the articles or notice of articles of the Corporation; (ii) any resolutions of the directors or shareholders of the Corporation; or (iii) any mortgage, note, indenture, material contract, agreement (written or oral), license, instrument, lease, permit or other document to which the Corporation is a party or by which it is bound, or any Law or Order applicable to the Corporation, which default or breach might reasonably be expected to result in a Material Adverse Effect;

(n) the Corporation Financial Statements, which are incorporated by reference in the Prospectus, have been prepared in conformity with IFRS applied on a consistent basis throughout the periods involved and present fairly, in all material respects the consolidated financial position of the Corporation at the dates thereof, and the consolidated financial performance and cash flows of the Corporation for the periods then ended, in accordance with IFRS;

(o) the Corporation meets the criteria and has complied with the requirements of NI 44-101 so as to allow it to offer the Offered Securities using a short form prospectus;

(p) the Corporation has processes in place to provide management with sufficient knowledge to support the representations made by management of the Corporation in respect of its certification of Corporation Financial Statements;

(q) no proposed acquisition by the Corporation has progressed to a state where a reasonable person would believe that the likelihood of the Corporation completing the acquisition is high and that, if completed by the Corporation at the date of the Final Prospectus, would be a "significant acquisition" for the purposes of Applicable Canadian Securities Laws, in each case, that would require the prescribed disclosure in the Final Prospectus pursuant to such laws;

(r) there are no actions, suits, proceedings or inquiries pending or threatened against or affecting the Corporation at law or in equity or before or by any Governmental Authority, domestic or foreign, which in any way has or would reasonably be expected to have a Material Adverse Effect, nor are there any matters under discussion with any Governmental Authority relating to taxes, governmental charges, orders or assessments asserted by any such authority, and, to the

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Corporation's knowledge, there are no facts or circumstances which would reasonably be expected to form the basis for any such litigation, governmental or other proceeding or investigation, or which adversely affects or may adversely affect the distribution of the Offered Securities or which would impair the ability of the Corporation to consummate the transactions contemplated hereby or to duly observe and perform any of its covenants or obligations contained herein;

(s) the authorized capital of the Corporation consists of an unlimited number of Common Shares, of which 120,941,479 Common Shares are issued and outstanding as of the date of this Agreement, and such outstanding Common Shares are validly issued, fully paid and non-assessable, and none of the outstanding Common Shares have been issued in violation of any of the pre-emptive or similar rights of any securityholder of the Corporation or of any other person;

(t) other than Keith James Deluce, no other Person beneficially owns, or exercises control or direction over, directly or indirectly, 10% or more of the outstanding Common Shares;

(u) the Offered Securities, and all other outstanding Common Shares have been duly and validly authorized; all outstanding Common Shares are and, when the Offered Securities have been delivered and paid for in accordance with this Agreement on the Closing Date or the Option Closing Date, as applicable, such Offered Securities will all be validly issued as fully paid and non-assessable Common Shares and will not have been issued in violation of or subject to any pre-emptive rights or contractual rights to purchase securities issued by the Corporation;

(v) the form and the terms of the certificates for or electronic forms of, as applicable, the Common Shares have been approved by the Board of Directors and will comply with all legal and stock exchange requirements and will not conflict with the Corporation's articles or notice of articles;

(w) the provisions of the Offered Securities conform, in all material respects, with the description thereof contained in the Prospectus under the heading "Description of Securities Being Distributed";

(x) neither the Corporation nor, to the knowledge of the Corporation, any of its shareholders, is a party to any shareholder's agreement, pooling agreement, voting trust or other similar type of arrangement in respect of outstanding securities of the Corporation;

(y) there are no persons with registration rights or other similar rights granted by the Corporation to have any securities of the Corporation registered or qualified for distribution pursuant to any Applicable Canadian Securities Laws, the U.S. Securities Act or the laws, rules or regulations of any other country;

(z) the Corporation is, and will at the Closing Time be, a "reporting issuer" (or its equivalent), not in default of any requirement of Applicable Canadian Securities Laws, in each of the Qualifying Jurisdictions, and the Corporation has made timely

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disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred with respect to which the requisite material change report has not been filed;

(aa) the Corporation is not a party or subject to any agreement or understanding, and to the knowledge of the Corporation, there is no agreement between any securityholders of the Corporation that affects or relates to the voting or giving of written consents with respect to any of the Corporation's securities. The Corporation has not granted any registration rights or similar rights with respect to its securities to any Person;

(bb) no person, firm, corporation or other entity holds any securities convertible into or exchangeable for securities of the Corporation or now has any agreement, warrant, option, right or privilege (whether pre-emptive or contractual) being or capable of becoming an agreement for the purchase, subscription or issuance of any unissued shares, securities (including convertible securities) or warrants of the Corporation or for the purchase of any assets of the Corporation except for: (i) options to acquire an aggregate of 3,950,000 Common Shares; (ii) 259,300 restricted share units of the Corporation; (iii) common share purchase warrants to acquire an aggregate of 642,801 Common Shares; and (iv) Common Shares issuable to SOQUEM under the B26 Earn-In Agreement;

(cc) other than the Material Property, the Corporation does not have any material assets or mineral projects on a property material to the Corporation;

(dd) other than (i) the issue of a Passport Receipt in respect of the Prospectus, and (ii) the Corporation satisfying all of the filing and other requirements under the policies of the CSE in connection with the Offering, including, without limitation Policy 6 – Distributions and Corporate Finance, no approval, authorization, consent or other order of, and no filing, registration or recording with, any Governmental Authority is required to be obtained or made by the Corporation in connection with the execution and delivery of this Agreement and the FT Subscription Agreement or the performance by the Corporation of its obligations hereunder and thereunder, or with the consummation of the transactions contemplated by this Agreement and the FT Subscription Agreement except (i) as has been obtained or made and are in full force and effect, or (ii) as required by Applicable Canadian Securities Laws with regard to the distribution of the Offered Securities in the Qualifying Jurisdictions;

(ee) any and all agreements and instruments pursuant to which the Corporation holds an interest in its Properties and assets, including the B26 Earn-In Agreement, or is entitled to the use of or to acquire ownership of material assets, including the Material Property, are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements or instruments, nor has any such default been alleged to the knowledge of the Corporation, and the

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Corporation has no knowledge of any disputes with respect thereto and there is currently no material default under any of the Permits, and all taxes required to be paid by the Corporation with respect to such agreements and instruments to the date hereof have been paid;

(ff) No event has occurred or circumstance exists that (with or without the giving of notice or lapse of time or both) would give the Corporation or any other Person the right to declare a default or exercise any remedy under, or to accelerate the maturity or performance of, or to cancel, terminate or modify, any material contract to which the Corporation is a party or by which it or its properties and assets may be bound, and, to the knowledge of the Corporation, each other Person that is party thereto is in compliance in all material respects with the terms and requirements thereof. Without limiting the generality of the foregoing:

(i) all material contracts as of the date hereof, as described in the AIF and the Prospectus, are true and complete copies thereof have been made available to the Underwriters;

(ii) neither the Corporation, nor to the Corporation's knowledge, any other Person, is in default or breach in the observance or performance of any material term, covenant or obligation to be performed by the Corporation or such other Person under any material contract to which the Corporation is a party or by which it is otherwise bound (including its property and assets) which has not been cured in accordance with the terms of such material contract and each such material contract constitutes a valid and binding agreement of each of the parties thereto, is in full force and effect and is enforceable in accordance with its terms, except to the extent enforcement may be affected by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject to the qualification that equitable remedies may be granted in the discretion of a court of competent jurisdiction; and

(iii) the Corporation has no knowledge of the invalidity of or grounds for rescission, avoidance or repudiation of any such material contract and the Corporation has not received notice of any intention to terminate any such material contract or repudiate or disclaim any transaction contemplated thereby;

(gg) other than pursuant to the B26 Earn-In Agreement, no person other than the Corporation and SOQUEM has any interest in the Material Property and, to the Corporation's knowledge, SOQUEM is the direct registered holder of, and has good and marketable title to, all of the properties and assets which comprise the Material Property, in the manner described in the B26 Earn-In Agreement;

(hh) to the Corporation's knowledge, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect the interest of the Corporation in the Material Property and, upon exercise of the Corporation's earn-

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in right under the B26 Earn-In Agreement, the Corporation will not be subject to any restrictions on its ability to use, transfer or exploit the Material Property, except pursuant to applicable Law or as otherwise provided in the B26 Earn-In Agreement;

(ii) to the Corporation's knowledge, no claim or basis for any claim exists that might or could materially adversely affect the right of the Corporation to use, transfer, access or otherwise exploit the Material Property upon the exercise of its earn-in right under the B26 Earn-In Agreement in accordance with the terms thereof. To the knowledge of the Corporation, other than as set forth in the B26 Earn-In Agreement, the Corporation has no responsibility or obligation to pay any commission, royalty, licence fee, milestone payment or similar payment to any person with respect to any of its Properties;

(jj) the B26 Earn-In Agreement, including the earn-in right held by the Corporation in accordance therewith, is in good standing and remains in full force and effect and the Corporation has taken no action or failed to take action that has caused or could reasonably cause the loss of any entitlement under the B26 Earn-In Agreement or the earn-in right, and there have been no defaults by the Corporation, or to the knowledge of the Corporation, by SOQUEM, under the B26 Earn-In Agreement which have not been cured or waived;

(kk) the Corporation has satisfied all conditions precedent up to and as of the date hereof required to be satisfied by the Corporation under the B26 Earn-In Agreement by the date hereof, including incurring all required expenditures and payments required to give effect to the earn-in interest;

(ll) all mineral claims fees, maintenance fees, recording fees, and taxes and all other material amounts have been paid when due and payable and all other actions and all other obligations as are required to maintain the Properties in good standing in all material respects, have been taken and complied with;

(mm) the Corporation is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports required thereby and there has been no change that would require the filing by the Corporation of a new technical report under NI 43-101. In addition, with respect to each news release issued, and any other documents filed, by or on behalf of the Corporation in respect of which any requirements of NI 43-101 applied, each such news release and document also materially complied with the requirements of NI 43-101;

(nn) the Technical Report complies in all material respects with the requirements of NI 43-101 at the time of filing thereof and the Technical Report reasonably estimates the quantity of mineral resources and reserves, as applicable, attributable to the Material Property, evaluated as at the date stated therein based upon information available at the time the Technical Report was prepared, and the Corporation made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information requested by them, and none

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of such information contained any misrepresentation (as defined under Applicable Canadian Securities Laws) at the time such information was so provided;

(oo) all technical information contained in the Prospectus has been reviewed by a "qualified person" as required under NI 43-101. All such information has been prepared in accordance with Canadian industry standards set forth in NI 43-101, and there have been no material changes to such information since the date of the document in which such information is contained, except as disclosed in the Prospectus. The Corporation has filed with the Securities Commissions in the Qualifying Jurisdictions the Technical Report, and the Technical Report is a current technical report for purposes of NI 43-101;

(pp)

(i) to the knowledge of the Corporation, all of the material assumptions underlying the mineral resource estimates in the Technical Report were reasonable and appropriate at the time such assumptions were made and, as of the date hereof, the Technical Report remains current and up to date, as supplemented by the Information; and

(ii) the disclosure of the estimates of mineral resources complies in all material respects with NI 43-101;

(qq) the Corporation does not have any liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are required by IFRS to be disclosed or referred to in the Corporation Financial Statements and that are not so disclosed or referred to, other than liabilities, obligations, indebtedness or commitments that would not reasonably be expected to have a Material Adverse Effect;

(rr) other than this Agreement, the Corporation is not a party to or bound by any agreement of guarantee, indemnification (other than an indemnification of directors and officers in accordance with its notice of articles and indemnity agreements entered into among the Corporation and its directors and officers) or any other like commitment in respect of the obligations, liabilities (contingent or otherwise) or indebtedness of any other person;

(ss) no officer, director, employee or any other Person not dealing at arm's length with the Corporation, or, to the knowledge of the Corporation, any associate or affiliate of such Person, owns, has or is entitled to any royalty, net profits interest, net smelter return interest, carried interest, licensing fee, or any other Liens of any nature whatsoever which are based on the revenues of the Material Property;

(tt) the Corporation does not have any material loans outstanding which have been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at arm's length with it, other than in the ordinary course of business;

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(uu) except to the extent that any violation or other matter referred to in this subparagraph would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect:

(i) the Corporation is not in violation of any Environmental Laws;

(ii) the Corporation has operated its Business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;

(iii) there have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes into the earth, or into any body of water or any municipal or other sewer or drain water systems by the Corporation that have not been remedied;

(iv) no orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the Business or assets of the Corporation;

(v) the Corporation has not failed to report to the proper federal, provincial, municipal or other political subdivision, government, department, commission, board, bureau, agency or instrumentality, domestic or foreign the occurrence of any event which is required to be so reported by any Environmental Laws;

(vi) the Corporation holds all Permits required to be held by it under any Environmental Laws in connection with the current operation of its Business and the current ownership and use of its assets, all such Permits are in full force and effect, and except for notifications and conditions of general application to assets of the type owned by the Corporation, the Corporation has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any Permit issued pursuant thereto, or that any Permit referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;

(vii) the real property leased or occupied in connection with the Business or the Properties is not being used to, and to the knowledge of the Corporation has not been used to, produce, generate, manufacture, treat, store, handle, transport or dispose of any Regulated Substances, except in compliance in all material respects with Environmental Laws; and

(viii) there are no outstanding Environmental Orders relating to the Properties which have not been complied with, nor are there any outstanding Environmental Orders alleging a violation of Environmental Laws or Permits in respect of the Properties, including pursuant to any Release or disposal or in respect of any personal injury, property damage, or damage

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to the environment made, asserted or prosecuted by or on behalf of any Governmental Authority or any third party (whether based on negligent acts or omissions, statutory liability, or strict liability without fault or otherwise);

(vv) except as disclosed in the Information or those matters which would not, individually or in the aggregate, have a Material Adverse Effect:

(i) to the knowledge of the Corporation, no Person has been charged with or convicted of an offence for non-compliance with or breach of any Environmental Law in respect of the Properties, has been fined or otherwise sentenced for non-compliance with or breach of any Environmental Law in respect of the Properties, or settled any prosecution for non-compliance with or breach of any Environmental Law in respect of the Properties; and

(ii) the Corporation is not under any investigation initiated by a Governmental Authority or, to the knowledge of the Corporation, any third party in connection with any breach or alleged breach of or non-compliance with any Environmental Law nor has any such investigation been threatened in writing;

(ww) the Corporation has not received notice that any of its Properties are subject to any First Nations Claims, and, to the knowledge of the Corporation, there are no current, pending, threatened or imminent First Nations Claims affecting its Properties. The Corporation has not entered into any written or oral agreements with First Nations to provide benefits, pecuniary or otherwise, with respect to any of its Properties at any stage of development;

(xx) no Securities Commission, stock exchange or any comparable authority has issued any order: (i) preventing or suspending trading of any securities of the Corporation, (ii) preventing or suspending the use of the Prospectus, the U.S. Placement Memoranda or any Supplementary Materials or (iii) preventing the distribution of the Offered Securities in any Qualifying Jurisdiction or preventing the distribution of Offered Shares and Redistributed Shares in the United States, and, in each case, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened, and the Corporation is not in default of any requirement of Applicable Canadian Securities Laws or the applicable securities laws of the United States;

(yy) to the knowledge of the Corporation, none of the directors or officers of the Corporation, is subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public company or of a company listed on a particular stock exchange;

(zz) Marrelli Trust Company Limited, at its principal offices in Toronto, Ontario, has been duly appointed as the transfer agent and registrar for the Common Shares of the Corporation;

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(aaa) to the knowledge of the Corporation, no insider (as such term is defined in the Applicable Canadian Securities Laws) of the Corporation has a present intention to sell any securities of the Corporation held by it;

(bbb) the Corporation has a reasonable basis for disclosing all statements and information contained in the Final Prospectus which are forward-looking or otherwise relate to projections, forecasts or estimates of future performance or results, operating, financial or otherwise;

(ccc) other than the late filing of certain tax returns disclosed to the Underwriters in writing (which, for the avoidance of doubt, would not, individually or in the aggregate, have a Material Adverse Effect), the Corporation has duly and on a timely basis, on or prior to the date hereof, filed all tax returns required to be filed by it and all such tax returns are complete and accurate in all material respects; has paid all taxes due and payable by it and has paid all assessments and reassessments and all other taxes, governmental charges, penalties, interest and other fines due and payable by it and which are claimed by any governmental authority to be due and owing and adequate provision has been made for taxes payable for any completed fiscal period for which tax returns are not yet required and there are no agreements, waivers, or other arrangements providing for an extension of time with respect to the filing of any tax return or payment of any tax, governmental charge or deficiency by the Corporation; there is no tax deficiency which has been asserted against the Corporation which would have a Material Adverse Effect; all material tax liabilities of the Corporation are adequately provided for in accordance with IFRS within the Corporation Financial Statements for all periods up to December 31, 2024; and, to the Corporation's knowledge, there are no actions, suits, proceedings, investigations or claims threatened or pending against the Corporation in respect of any taxes, governmental charges or assessments or any other matters under discussion with any governmental authority relating to taxes, governmental charges or assessments asserted by any such authority;

(ddd) to the knowledge of the Corporation, no officer, director, employee of or consultant to the Corporation is subject to any limitations or restrictions on their activities or investments, including any non-competition provisions, that would in any way limit or restrict their involvement with the Corporation or the current Business and affairs of the Corporation;

(eee) except for the agreements with the officers of the Corporation, the Corporation is not a party to any material contracts of employment which may not be terminated on one month or less notice (subject to applicable Laws) or which provide for payments occurring on the change of control of the Corporation;

(fff) all material bonuses, commissions, salaries and other amounts owing to employees are reflected and have been accrued in the consolidated books of account of the Corporation;

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(ggg) the Corporation does not have knowledge of any applicable Laws or governmental position, or any announced, pending or contemplated change thereto or any announced, pending or contemplated new law or regulation or governmental position that, in any of these cases, would reasonably be expected to have a Material Adverse Effect;

(hhh) the Corporation has processes in place to provide management with sufficient knowledge to support the representations maintained by management in respect of its certifications under National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings as at June 30, 2024, and December 31, 2024. Since the end of the Corporation's most recently audited annual year and interim period, the Corporation has processes and procedures to provide reasonable assurance (i) that material information relating to the Corporation is made known to management particularly during the period in which the annual filings and interim filings, as applicable, are being prepared, (ii) that information required to be disclosed in the Corporation's annual filings, interim filings or other reports filed or submitted under Applicable Canadian Securities Laws is recorded, processed, summarized and reported within the time periods specified under Applicable Canadian Securities Laws, and (iii) regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS;

(iii) Horizon Assurance LLP is independent with respect to the Corporation within the meaning of the rules of professional conduct applicable to auditors in the Province of Ontario; and there has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations adopted by the Canadian Securities Administrators) with such firm;

(jjj) copies of all of the material contracts and agreements of the Corporation have been made available for review by the Underwriters. The Corporation has not received notification from any party claiming that the Corporation or any other party to a material contract is in material breach or default under any material contract. Except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Corporation is not in default or breach of any material agreement and no event has occurred which, with notice or lapse of time or both, would constitute such a default or breach;

(kkk) except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) the Corporation owns all rights in or has obtained valid and enforceable licenses or other rights to use the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names or any other intellectual property (collectively, "Intellectual Property") which is used for the conduct of the Corporation's Business as described in the Final Prospectus, free and clear of any Liens or other adverse claims or interest of any kind or nature affecting the assets of the Corporation as described in the Final Prospectus; and (ii) to the knowledge of the

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Corporation, there is no infringement by third parties of any Intellectual Property owned, licensed or commercialized by the Corporation;

(III) there are no outstanding judgments, writs of execution, seizures, injunctions or directives against, nor any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to any of the properties or facilities owned or operated by the Corporation;

(mmm) the audit committee of the board of directors of the Corporation (the "Audit Committee") is not reviewing or investigating, and neither the Corporation's auditors nor its internal accountants have recommended that the Audit Committee review or investigate, (i) adding to, deleting, changing the application of, or changing the Corporation's disclosure with respect to, any of the Corporation's material accounting policies (except, for the avoidance of doubt, as required by changes in IFRS); or (ii) any matter which could result in a restatement of the Corporation's financial statements for any annual or interim period during the current or prior three fiscal years;

(nnn) the operations of the Corporation are and have been conducted at all times in compliance with the anti-money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency to which they are subject (collectively, the "Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Authority or any arbitrator involving the Corporation with respect to the Anti-Money Laundering Laws is, to the knowledge of the Corporation, pending or threatened;

(ooo) the Corporation has not taken, and will not take, directly or indirectly, any action that is designed to or that constitutes stabilization or manipulation of the price of any security of the Corporation to facilitate the sale or resale of the Offered Securities;

(ppp) other than as disclosed in the Corporation Financial Statements and in respect of the flow through shares issued by the Corporation in April 2024, the Corporation does not have any outstanding obligations to incur and/or renounce any "Canadian exploration expenses" or "Canadian development expenses" (as such terms are defined in the Tax Act) to any purchaser of Common Shares of the Corporation that have not yet been fully expended and renounced;

(qqq) except for such matters as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Corporation is in compliance with the provisions of all applicable federal, provincial, local and foreign laws and regulations respecting employment and employment practices, terms and conditions of employment and wages and hours, (ii) no collective labour dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Corporation, is pending or threatened, and no individual labour dispute, grievance, arbitration or legal proceeding is ongoing or, to the knowledge of the Corporation,

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pending or threatened, with any employee of the Corporation and, to the knowledge of the Corporation, none has occurred during the past year, and (iii) no union has been accredited or otherwise designated to represent any employees of the Corporation and, to the knowledge of the Corporation, no accreditation request or other representation question is pending with respect to the employees of the Corporation and no collective agreement or collective bargaining agreement or modification thereof has expired or is in effect in any of the facilities of the Corporation and none is currently being negotiated by the Corporation;

(rrr) the Corporation is not currently prohibited, directly or indirectly, from paying any dividends, from making any other distribution on its capital stock, or other securities, or from paying any interest or repaying any loans, advances or other indebtedness of the Corporation;

(sss) with respect to the Foreign Corrupt Practices Act of 1977 (United States), as amended, and the rules and regulations thereunder (the "FCPA") or the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA"):

(i) neither the Corporation nor, to the knowledge of the Corporation, any director, officer, agent, employee, affiliate or other person acting on behalf of the Corporation is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of the FCPA or the CFPOA, including making use of the mails or any means or instrumentality of interstate commerce corruptly in furtherance of any money, or other property, gift, promise to give, or authorization of the giving of anything of value to any "foreign official" (as such term is defined in the FCPA) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA or the CFPOA; and

(ii) the Corporation has instituted and maintains policies and procedures designed to ensure compliance with the legislation described in subsection 7(sss)(i) above;

(ttt) other than as contemplated hereby and in connection with the Follow-On Transactions described in the Prospectus, including, for greater certainty, the Underwriting Fee, there is no person acting at the request of the Corporation who is entitled to any brokerage or agency fee in connection with the Offering;

(uuu) Flow-Through Matters:

(i) The expenses to be renounced by the Corporation to the FT Subscribers will constitute Resource Expenses on the effective date of the renunciation. The expenses to be renounced by the Corporation to the FT Subscribers (i) will not include any amount that has previously been renounced by the Corporation to any of the FT Subscribers or to any other person; (ii) would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the FT Subscribers; and

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(iii) will not include an expense that was renounced under subsection 66(12.6) of the Tax Act to the Corporation (or a partnership of which the Corporation is a member) by a person not related to the Corporation (within the meaning of the Tax Act).

(ii) The Corporation has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the FT Subscribers, effective on or before December 31, 2025, Resource Expenses in an amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of such amounts by virtue of subsection 66(12.73) of the Tax Act and section 359.15 of the Québec Tax Act.

(iii) Excluding any Underwriter FT Shares, and except as a result of any Follow-On Transaction or as a result of any agreement, arrangement, undertaking or understanding to which the Corporation or a "specified person" in relation to the Corporation (within the meaning of section 6202.1(5) of the regulations to the Tax Act) is not a party and of which it has no knowledge, upon issue, the FT Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act; provided that a FT Subscriber is not in breach of its representations, warranties, covenants or certifications under its FT Subscription Agreement which would prevent the renunciation of Resource Expenses to the FT Subscriber or cause its FT Shares to be "prescribed shares".

(iv) If the Corporation amalgamates with any one or more companies, any shares issued to or held by the FT Subscribers as a replacement for the FT Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act and section 550.7 of the Québec Tax Act, or otherwise, as "flow-through shares" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act, and in particular will not be "prescribed shares" as defined in section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act.

(v) The Corporation is and will continue to be a Principal Business Corporation and a "development corporation" as defined in section 363 of the Québec Tax Act, and a "qualified corporation" as defined in sections 726.4.15 and 726.4.17.7 of the Québec Tax Act (as such sections are currently enacted as of the date thereof), until such time as all of the Resource Expenses required to be renounced under this Agreement and the FT Subscription Agreements have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act and the Québec Tax Act.

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(vi) The Corporation is not, and has never been, in default of any of its legal obligations in respect of any "flow-through share" financings previously undertaken by the Corporation, and other than in connection with the offering of the FT Shares under the Offering, neither the Corporation nor any company "associated" (as defined in the Tax Act) with the Corporation is party to any other agreement for the issuance of "flow-through shares" for which the required expenditures have not been incurred.

(vii) The Corporation has obtained a CMETC Prescribed Form certifying that the expenditures to be renounced to the FT Subscribers under the FT Subscription Agreements will be incurred pursuant to an exploration plan that primarily targets Critical Minerals, and such certification meets the requirements set out in paragraph (e) of the definition of "flow-through critical mineral mining expenditure" in subsection 127(9) of the Tax Act.

(viii) The Corporation is not making any representation on the qualification of the Resource Expenses for a Québec Resident Subscriber (or where the FT Subscriber is a partnership, for the members of the partnership that are Québec Resident Subscribers) as: (1) CEE Incurred in Québec Eligible for an Additional Deduction, and (2) Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction, if such non qualification derives from the 2025 Québec Budget Amendments.

(vvv) The Corporation is not required to be registered as an investment company under the United States Investment Company Act of 1940, as amended, and is not relying on any exemption therefrom.

Covenants of the Corporation

The Corporation covenants to the Underwriters that:

(a) It will advise the Underwriters, promptly after receiving notice thereof, of the time when the Prospectus has been filed and when the Passport Receipt(s) in respect thereof, have been obtained and will provide evidence satisfactory to the Underwriters of each filing and the issuance or deemed issuance of receipts from all of the Securities Commissions.

(b) It will advise the Underwriters promptly after receiving notice or obtaining knowledge, of: (i) the issuance by any Securities Commission, other securities commission, the SEC or any state securities administrator of any order suspending or preventing the use of the Prospectus and the U.S. Placement Memoranda; (ii) the suspension of the qualification of the Offered Securities for distribution or sale in any of the Qualifying Jurisdictions or, with respect to the Offered Shares and Redistributed Shares, the United States; (iii) the institution or threatening of any proceeding for any of those purposes; or (iv) any requests made by any Securities Commission for amending or supplementing the Prospectus, or for additional information, and will use its reasonable best efforts to prevent the issuance of any

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such order and, if any such order is issued, shall take all reasonable steps that it is able to take to obtain the withdrawal of the order promptly.

(c) During the period from the date of this Agreement to the later of the Closing Date or the Option Closing Date, as applicable, and the date of completion of distribution of the Offered Securities under the Final Prospectus and the distribution of the Offered Shares and Redistributed Shares under the Final 144A Memorandum, it will promptly notify the Underwriters in writing:

(i) of any of the representations or warranties made by the Corporation in this Agreement no longer being true and correct in all material respects at any particular time (but following the Closing Time, after giving effect to the transactions contemplated by this Agreement) or the Corporation becoming aware of any change in a material fact or event which is, or may become of such a nature as to, render any such representations and warranties, or any information provided to the Underwriters in respect of the Offering, untrue, false or misleading in any material respect, except in respect of any representations and warranties that are to be true and correct as of a specified date (in which case the Corporation shall notify the Underwriters if the representations or warranties are no longer true and correct as of that date), and except in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects;

(ii) of any filing made by the Corporation of information relating to the Offering with any securities exchange or Governmental Authority in Canada or the United States or any other jurisdiction;

(iii) of any material change (actual, anticipated, contemplated or threatened, financial or otherwise) in the Business, affairs, operations, assets, liabilities (contingent or otherwise), capital or prospects of the Corporation;

(iv) of any material fact, within the meaning of Applicable Canadian Securities Laws, which has arisen or has been discovered and would have been required to have been stated in the Final Prospectus or had the fact arisen or been discovered on, or prior to, the date of such document; and

(v) of any change in any material fact within the meaning of Applicable Canadian Securities Laws (which for the purposes of this Agreement shall be deemed to include the disclosure of any previously undisclosed material fact) contained in the Final Prospectus, or any Supplementary Materials which fact or change is, or may be, of such a nature as to render any statement in the Final Prospectus, the Final 144A Memorandum or any Supplementary Materials misleading or untrue in any material respect or which would result in a misrepresentation (within the meaning of Applicable Canadian Securities Laws) in the Final Prospectus, Supplementary Material or any U.S. Placement Memoranda, or which

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would result in the Final 144A Memorandum containing any untrue statement of a material fact or omitting any statement that is necessary to make a statement contained in such disclosure not misleading in the light of the circumstances under which it was made (within the meaning of the U.S. Exchange Act) or which would result in the Final Prospectus or any Supplementary Materials not complying (to the extent that such compliance is required) with Applicable Canadian Securities Laws, in each case, as at any time up to and including the later of the Closing Date or the Option Closing Date, as applicable, and the date of completion of the distribution of the Offered Securities.

(d) It will promptly, and in any event within any applicable time limitation, comply, to the satisfaction of the Underwriters, acting reasonably, with all applicable filings and other requirements under Applicable Canadian Securities Laws as a result of a fact or change referred to in Section 8(c), provided that the Corporation shall not file any Supplementary Material or other document without first obtaining the approval of the Underwriters, after consultation with the Underwriters, with respect to the form and content thereof, which approval will not be unreasonably withheld. The Corporation shall, in good faith, discuss with the Lead Underwriter any fact or change in circumstances (actual, anticipated, contemplated or threatened, financial or otherwise) which is of such a nature that there is reasonable doubt whether written notice need be given under this Section 8.

(e) It will use its commercially reasonable efforts to promptly do, make, execute, deliver or cause to be done, made executed or delivered, all such acts, documents and things as the Underwriters may reasonably require from time to time for the purpose of giving effect to this Agreement and take all such steps as may be reasonably within their power to implement to their full extent the provisions of this Agreement.

(f) From the date hereof until the date that is 90 days following the Closing Date, the Corporation will not, directly or indirectly, without the prior written consent of the Lead Underwriter, such consent not to be unreasonably withheld, conditioned or delayed, issue, sell, offer, grant an option or right in respect of, or otherwise dispose of, or enter into any derivative transaction that has the effect of any of the foregoing (or agree to or announce any intention to do any of the foregoing) any additional Common Shares, or any warrants, options or other securities convertible into or exchangeable for Common Shares, other than issuances pursuant to (i) the grant or exercise, conversion or settlement, as applicable, of any outstanding security-based compensation of the Corporation from time to time, in each case pursuant to the applicable security-based compensation arrangements of the Corporation; (ii) the exercise of outstanding warrants of the Corporation; (iii) obligations of the Corporation in respect of existing agreements as at the date thereof; (iv) the Offering; (v) the issuance of Common Shares by the Corporation in connection with arm's length acquisitions in the normal course of business; and (vi) a non-brokered private placement of Common Shares to be completed by the Corporation with a strategic investor for aggregate gross proceeds of up to $500,000, provided,

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however, that the issuance price of the Common Shares thereunder shall not be less than $0.28 per Common Share.

(g) It will use its commercially reasonable efforts to apply the net proceeds from the issue and sale of the Offered Securities substantially in accordance with the disclosure under the heading "Use of Proceeds" in the Final Prospectus, and, for greater certainty, the Corporation shall use the Commitment Amount to fund directly or indirectly Resource Expenses on the Material Property.

(h) During the period of distribution of the Offered Securities, the Corporation will promptly advise the Lead Underwriter, on behalf of the Underwriters, if it becomes aware that any of the representations and warranties of the Corporation hereunder ceases to be true and correct in any material respect.

(i) The Corporation shall use the Commitment Amount to fund directly or indirectly Resource Expenses on the Corporation's properties in the Province of Québec. The net proceeds from the sale of the Offered Shares will be used by the Corporation for general corporate purposes.

(j) The Corporation agrees to incur (or be deemed to have incurred) Resource Expenses in an amount equal to the Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the FT Subscription Agreements and agrees to renounce to the FT Subscribers, with an effective date no later than December 31, 2025, pursuant to subsection 66(12.6) of the Tax Act and, where applicable, section 359.2 of the Québec Tax Act, and in respect of Resource Expenses incurred by the Corporation in 2026, in conjunction with subsection 66(12.66) of the Tax Act and, where applicable, section 359.8 of the Québec Tax Act, Resource Expenses incurred (or deemed to be incurred) by the Corporation on or after the Closing Date and on or before the Termination Date, in an amount equal to the Commitment Amount.

(k) Unless required to do so pursuant to subsection 66(12.73) of the Tax Act and section 359.15 of the Québec Tax Act, the Corporation shall not reduce the amount renounced to the FT Subscribers pursuant to subsection 66(12.6) of the Tax Act and, where applicable, the Corporation shall not reduce the amount renounced to the FT Subscribers pursuant to section 359.2 of the Québec Tax Act. If the Corporation receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of "assistance" in subsection 66(15) of the Tax Act and subsection 359(c.0.1) of the Québec Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Resource Expenses validly renounced to the FT Subscribers, the Corporation will incur (or be deemed to have incurred) additional Resource Expenses using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the aggregate Resource Expenses renounced to the applicable FT Subscribers effective no later than December 31, 2025 pursuant to the terms of

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this Agreement and the FT Subscription Agreements will not be less than nor exceed the Commitment Amount.

(l) The Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act and section 359.9 of the Québec Tax Act in a manner which impairs its ability to renounce Resource Expenses to the FT Subscribers in an amount equal to the Commitment Amount, and shall notify the FT Subscribers in the event that it becomes aware of or is informed of an issue in relation to its ability to claim such Resource Expenses.

(m) If the Corporation does not renounce to the FT Subscribers effective on or before December 31, 2025, Resource Expenses equal to the Commitment Amount, the Corporation shall indemnify and hold harmless the FT Subscribers and, in the case of an FT Subscriber that is a partnership or a limited partnership, each of the partners thereof (for the purposes of this paragraph each an "Indemnified Person") as to, and pay to the Indemnified Person on or before the 20th Business Day following March 31, 2026, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of "excluded obligation" at subsection 6202.1(5) of the regulations to the Tax Act and section 359.1R1 of the regulations to the Québec Tax Act) payable under the Tax Act (and under the corresponding provincial or territorial legislation) by any Indemnified Person as a consequence of such failure. In the event that the amount renounced by the Corporation to an FT Subscriber is reduced pursuant to subsection 66(12.73) of the Tax Act and section 359.15 of the Québec Tax Act or under corresponding provincial or territorial legislation, the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following the receipt by the Indemnified Person of the notice of assessment or reassessment issued by the CRA or QRA (or any applicable provincial tax authority) pursuant to which such amount of tax is determined and that is communicated in writing to the Corporation including a complete copy of such notice of assessment or reassessment, an amount equal to the amount of any tax (within the meaning of paragraph (c) of the definition of "excluded obligation" at subsection 6202.1(5) of the regulations to the Tax Act and section 359.1R1 of the regulations to the Québec Tax Act) payable under the Tax Act (and under the corresponding provincial or territorial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies that FT Subscribers may have against the Corporation. For certainty, the foregoing indemnity shall have no force or effect and FT Subscribers shall not have any recourse or rights of action to the extent that such indemnity would otherwise cause the FT Shares to be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act. To the extent that any party entitled to be indemnified hereunder is not a signatory of this Agreement, the Underwriters shall obtain and hold the rights and benefits of this Agreement in trust for, and on behalf of, such person and such person (or the Underwriters on such person's behalf) shall be entitled to enforce the provisions of this section notwithstanding that such person is not a party to this Agreement. The

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Parties acknowledge that the 2025 Québec Budget proposes to abolish the deductions with respect to CEE Incurred in Québec Eligible for an Additional Deduction, and to Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction in respect of flow-through shares issued after March 25, 2025, subject to certain exceptions (the "2025 Québec Budget Amendments") and for greater certainty, in the event the Resource Expenses renounced to the FT Subscribers under this Agreement and the FT Subscription Agreements do not qualify for the deductions with respect to CEE Incurred in Québec Eligible for an Additional Deduction, and to Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction as a result of the 2025 Québec Budget Amendments, then the Corporation shall not be liable under this Section 8(m) and a FT Subscriber shall not have any recourse or rights of action against the Corporation, for any tax payable (or other loss incurred) as a result of the Resource Expenses not so qualifying.

(n) The Corporation shall file with the CRA and QRA and with any applicable provincial or territorial tax authority, within the time prescribed by subsection 66(12.68) of the Tax Act and section 359.12 of the Québec Tax Act and the applicable provisions of provincial or territorial law, the forms prescribed for the purposes of such legislation together with a copy of the FT Subscription Agreements or any "selling instrument" contemplated by such legislation and shall forthwith following such filing provide to the FT Subscribers a copy of such form certified by an officer of the Corporation. The Corporation shall timely file with the CRA and with any applicable provincial or territorial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial or territorial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis.

(o) The Corporation shall deliver to the FT Subscribers, before March 1, 2026, the relevant Prescribed Forms (including the T101 forms, and the Relevé 11 forms for FT Subscribers that are Québec residents or are otherwise subject to tax in the Province of Québec), fully completed and executed, renouncing to the FT Subscribers, Resource Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2025, and such delivery shall constitute the authorization of the Corporation to the FT Subscribers to file such Prescribed Forms with the relevant taxation authorities.

(p) The Corporation shall incur and renounce Resource Expenses pursuant to the FT Subscription Agreements and all other agreements with other persons providing for the issue of "flow-through shares" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act on the Closing Date (collectively the "Other Agreements") before incurring and renouncing CEE pursuant to any other agreement which the Corporation may subsequently enter into with any person with respect to the issue of shares or rights which are "flow-through shares" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act. If the Corporation is required under the Tax Act or otherwise to reduce Resource Expenses previously renounced to an FT Subscriber and unless the FT Subscriber

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otherwise agrees, the reduction shall be made pro rata by the number of FT Shares issued or to be issued pursuant to the FT Subscription Agreements and the Other Agreements, provided that the Corporation shall reduce the Resource Expenses renounced under the FT Subscription Agreements only after it has first reduced to the extent possible all CEE renounced to persons (other than the FT Subscribers and the subscribers under the Other Agreements) under any agreements relating to shares or rights which are "flow-through shares" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act entered into after the Closing Date.

(q) Upon the Corporation becoming aware of the fact that an amount purportedly renounced pursuant to a FT Subscription Agreement exceeds the amount that it is entitled to renounce under the Tax Act, the Corporation will notify the applicable FT Subscriber and comply with subsection 66(12.73) of the Tax Act and, where applicable, section 359.15 of the Québec Tax Act, including the filing with the CRA and, where applicable, the QRA, of the statements contemplated therein, a copy of which will be sent concurrently to the FT Subscriber.

(r) The Corporation shall not enter into any other agreement which would prevent or restrict its ability to renounce Resource Expenses to the FT Subscribers in the amount of the Commitment Amount.

(s) The Corporation shall maintain proper, complete and accurate accounting books and records relating to the Commitment Amount, the Resource Expenses, the amounts renounced to the FT Subscribers under this Agreement and the FT Subscription Agreements and all transactions relating to the Resource Expenses. The Corporation shall retain all such books and records as may be required to support the renunciation of Resource Expenses contemplated by this Agreement and the FT Subscription Agreements and, upon reasonable notice, shall make such books and records available for inspection and audit by or on behalf of the FT Subscribers, at the FT Subscriber's sole expense.

(t) The Corporation undertakes not to claim the Québec Resources Credit, otherwise available under the Québec Tax Act, when its returns of income are prepared or thereafter, unless the obtaining of such a Québec Resources Credit would not put the Corporation in an over-renunciation position.

Change of Closing Date

Subject to the termination provisions contained in Section 16(c), if a material change or a change in a material fact occurs after the filing of the Final Prospectus and prior to the Closing Date (or the Option Closing Date, as applicable), the Closing Date (or the Option Closing Date, as applicable) shall be, unless the Corporation and the Lead Underwriter otherwise agree in writing or unless otherwise required under Applicable Canadian Securities Laws, the third Business Day following the later of:

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(a) the date on which all applicable filings or other requirements of Applicable Canadian Securities Laws with respect to such material change or change in a material fact have been complied with in all Qualifying Jurisdictions and any appropriate receipt(s) obtained for such filings and notice of such filings from the Corporation or its counsel have been received by the Underwriters; and

(b) the date upon which the commercial copies of any Supplementary Materials have been delivered in accordance with Section 5(d).

Completion of Distribution

The Underwriters shall use their reasonable commercial efforts to complete the distribution of the Offered Securities as promptly as possible after the Closing Time, and shall cause each Selling Firm to, after the Closing Time and in any event within 30 days from the completion of the distribution under the Prospectus, give prompt written notice to the Corporation when, in the opinion of the Underwriters, they have completed distribution of the Offered Securities, including notice of the total proceeds realized or number of Offered Securities sold in each of the Qualifying Jurisdictions and any other jurisdiction.

Change in Applicable Canadian Securities Laws

If, during the period of distribution of the Offered Securities, there shall be any change in Applicable Canadian Securities Laws which requires the filing of any Supplementary Materials, the Corporation shall, to the satisfaction of the Underwriters, acting reasonably, promptly prepare and file such Supplementary Materials with the appropriate securities regulatory authority in each of the Qualifying Jurisdictions where such filing is required and prepare any Supplementary Materials.

Underwriting Fee

In consideration of the Underwriters' agreement to purchase the Offered Securities, the Corporation agrees to pay to the Underwriters a fee at the Closing Time, equal to 6.0% of the aggregate gross proceeds raised under the Offering (collectively, the "Underwriting Fee").

For greater certainty, the services provided by the Underwriters in connection herewith will not be subject to the harmonized sales tax ("HST") provided for in the Excise Tax Act (Canada) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that the Canada Revenue Agency determines that HST is exigible on the Underwriting Fee, the Corporation agrees to pay such HST forthwith upon the request of the Underwriters. The Corporation also agrees to pay the Underwriters' expenses as set forth in Section 18 hereof. The Corporation acknowledges that the Underwriting Fee and the Underwriters' expenses, may, at the option of the Lead Underwriter, on behalf of the Underwriters, be deducted and withheld from the amount paid by the Underwriters to the Corporation in respect of the gross proceeds from the sale of the Offered Shares to be delivered pursuant to Section 13. For greater certainty, the parties agree the Underwriting Fee and expenses shall not be paid from the gross proceeds of the FT Shares.

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13. Delivery of Purchase Price, Underwriting Fee and Offered Securities

(a) The purchase and sale of the Offered Securities shall be completed electronically or at such other place as the Lead Underwriter and the Corporation may agree upon.

(b) At the Closing Time the Corporation shall duly and validly cause the deposit of the Offered Securities in uncertificated electronic form to the CDS account of the Underwriters, or in the manner directed by the Underwriters in writing, registered in the name of "CDS & Co." or in such other name or names as the Lead Underwriter may direct the Corporation in writing not less than 24 hours prior to the Closing Time. Alternatively, if requested by the Lead Underwriter, at the Closing Time the Corporation shall duly and validly deliver to the Underwriters one or more direct registration statements representing the Offered Securities, as the case may be, registered in the name of, or duly endorsed for transfer to, "CDS & Co." or in such other name or names as the Lead Underwriter may direct the Corporation in writing not less than 24 hours prior to the Closing Time.

(c) Delivery by the Corporation of the Offered Securities, and payment of the Underwriting Fee shall be against payment by the Underwriters to the Corporation of the aggregate purchase price for the Offered Securities by wire transfer of immediately available funds together with a receipt signed by the Lead Underwriter, on behalf of the Underwriters, for such Offered Securities, and acknowledging receipt of payment of the Underwriting Fee.

14. Delivery of Offered Securities

(a) The Corporation shall, prior to the Closing Date, make all necessary arrangements for the preparation and electronic deposit or registration of the Offered Securities on the Closing Date in the City of Toronto.

(b) The Corporation shall pay all fees and expenses payable to its registrar and transfer agent in connection with the preparation and electronic deposit or registration of the Offered Securities contemplated by this Section 14 and the fees and expenses payable to such transfer agent and registrar as may be required in the course of the distribution of the Offered Securities.

(c) The Corporation will indemnify and hold harmless the Underwriters against any documentary, stamp or similar issue tax, including any interest and penalties, on the creation, issue and sale of the Offered Securities sold by it hereunder and on the execution and delivery of this Agreement. All payments to be made by the Corporation hereunder shall be made without withholding or deduction for or on account of any present or future taxes, duties or governmental charges whatsoever unless the Corporation is compelled by law to deduct or withhold such taxes, duties or charges. In that event, the Corporation shall pay such additional amounts as may be necessary in order that the net amounts received after such withholding or deduction shall equal the amounts that would have been received if no withholding or deduction had been made.

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15. Conditions to Underwriters' Obligation to Purchase

The Underwriters' obligation to purchase and pay for the Offered Securities at the Closing Time shall be subject to the representations and warranties of the Corporation contained in this Agreement being accurate as of the date of this Agreement and as of the Closing Date and to the Corporation having performed all of its obligations under this Agreement to be performed as of the Closing Date, as well as the following additional conditions:

(a) Delivery of Opinions

(i) The Underwriters shall have received at the Closing Time a legal opinion dated the Closing Date, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and Canadian counsel to the Underwriters from Cozen O'Connor LLP and from local counsel in Qualifying Jurisdictions as to the laws of Canada and the Qualifying Jurisdictions and all of such counsel may rely as to matters of fact, on certificates of Governmental Authorities and officers of the Corporation and letters from stock exchange representatives and transfer agents, with respect to the following matters:

(A) the Corporation has been duly incorporated and is validly subsisting under the laws of the jurisdiction of its incorporation and has all the requisite corporate power and capacity to carry on business;

(B) the Corporation has the corporate power and authority to enter into this Agreement and the FT Subscription Agreement, and to perform its obligations set out herein (including to file the Prospectus and to issue and deliver to the Underwriters the Offered Securities) and this Agreement and the FT Subscription Agreement have been duly authorized, executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to the qualifications mentioned in subsection 7(1);

(C) the execution and delivery of this Agreement and the FT Subscription Agreement and the fulfillment of the terms hereof by the Corporation, and the performance of and compliance with the terms of this Agreement and the FT Subscription Agreement by the Corporation (including the offering, issue, sale and delivery of the Offered Securities, the grant of the Over-Allotment Option, the offering, issue, sale and delivery of the Additional Shares upon exercise of the Over-Allotment Option, and the consummation of the transactions contemplated by this Agreement) does not and will not result in a breach of, or constitute a default under, and does not or will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under:

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(1) any applicable laws of the Province of British Columbia or the federal laws of Canada applicable therein; or

(2) any term or provision of the articles or notice of articles of the Corporation;

(D) the authorized and issued capital of the Corporation;

(E) the attributes of the Common Shares of the Corporation conform in all material respects with the description of the Common Shares in the Final Prospectus;

(F) the Offered Securities have been duly and validly authorized and are issued and are outstanding as fully paid shares and non-assessable shares of the Corporation;

(G) the Over-Allotment Option has been duly and validly authorized and granted by the Corporation and the Additional Shares issuable upon the exercise of the Over-Allotment Option have been duly and validly allotted and reserved for issuance by the Corporation and, upon the exercise of the Over-Allotment Option including receipt by the Corporation of payment in full therefor, the Additional Shares will be duly and validly created, authorized, issued and outstanding as fully paid shares and non-assessable shares of the Corporation;

(H) all necessary corporate action has been taken by the Corporation to authorize the execution of each of the Preliminary Prospectus, the Final Prospectus and, if applicable, any Supplementary Materials and the filing of such documents under Applicable Canadian Securities Laws, and to authorize the use and delivery of the U.S. Placement Memoranda, and any Supplementary Materials;

(I) the Corporation has duly authorized, executed and delivered, this Agreement, and authorized the performance of its obligations hereunder, including the offering, issue, sale and delivery of the Offered Securities, the grant of the Over-Allotment Option, and the offering, issue, sale and delivery of the Additional Shares upon exercise of the Over-Allotment Option, and this Agreement constitutes a legal, valid and binding obligation of the Corporation enforceable against the Corporation in accordance with its terms, subject to appropriate qualifications that are customary of an offering of this nature;

(J) the text in the Prospectus under the headings "Certain Federal and Provincial Income Tax Considerations" and "Eligibility for Investment" present a fair and adequate summary of the law subject to the qualifications, assumptions, limitations and understandings set out in such summary;

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(K) Marrelli Trust Company Limited, at its principal offices in the city of Toronto, Ontario has been duly appointed as the transfer agent and registrar for the Common Shares of the Corporation;

(L) all documents have been filed, all requisite proceedings have been taken and all legal requirements of Applicable Canadian Securities Laws have been fulfilled by the Corporation to qualify the Offered Securities for distribution and sale to the public in each of the Qualifying Jurisdictions through investment dealers or brokers registered under the applicable laws of the Qualifying Jurisdictions who have complied with the relevant provisions of such Applicable Canadian Securities Laws;

(M) the Offered Securities have been conditionally approved for listing by the CSE, subject to the fulfillment of the requirements of such exchange on or before the date specified in the conditional approval letter of the CSE;

(N) excluding any Underwriter FT Shares and except as a result of any Follow-On Transaction or any agreement, arrangement, undertaking or understanding to which the Corporation is not a party and of which it has no knowledge, upon issue, the FT Shares will each be "flow-through shares" as defined in subsection 66(15) of the Tax Act and, if applicable, section 359.1 of the Québec Tax Act and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act;

(O) the Corporation qualifies as a "principal-business corporation" within the meaning of subsection 66(15) of the Tax Act, as a "development corporation" as defined in section 363 of the Québec Tax Act, and as a "qualified corporation" as defined in sections 726.4.15 and 726.4.17.7 of the Québec Tax Act; and

(P) as to all other legal matters that are typically subject to opinions in transactions of this nature, including compliance with Applicable Canadian Securities Laws in the Qualifying Jurisdictions in any way connected with the creation, issuance, sale and delivery of the Offered Securities, as the Underwriters or the Underwriters' counsel may reasonably request.

(ii) If any Offered Shares or Redistributed Shares are sold in the United States pursuant to the Offering, the Underwriters shall have received at the Closing Time an opinion of Cozen O'Connor P.C., U.S. counsel to the Corporation, such opinion to be subject to usual and customary qualifications and assumptions for opinions of this type, in form and substance reasonably satisfactory to the Underwriters, to the effect that is not necessary in

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connection with the offer and sale of the Offered Shares and Redistributed Shares in the United States to such Qualified Institutional Buyers in the manner contemplated by and pursuant to this Agreement (including Schedule A), to register such Offered Shares and Redistributed Shares under the U.S. Securities Act, it being understood that no opinion is expressed as to any subsequent resale of Offered Shares and Redistributed Shares.

(iii) The Underwriters shall have received a favorable legal opinion, dated the Closing Date, in form and substance reasonably satisfactory to the Underwriters, from Québec counsel to the Corporation, as to the title and ownership interest in the Material Property.

(b) Delivery of Comfort Letter at Closing

The Underwriters shall have received at the Closing Time a customary "bring-down" letter dated the Closing Date, in form and substance satisfactory to the Underwriters, addressed to the Underwriters, the Corporation and the directors of the Corporation, from Horizon Assurance LLP, auditors of the Corporation, confirming the continued accuracy of the comfort letter to be delivered to the Underwriters pursuant to Section 5(a)(iii) with such changes as may be necessary to bring the information in such letter forward to a date not more than two (2) Business Days prior to the Closing Date, provided such changes are acceptable to the Underwriters, acting reasonably.

(i) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and signed by appropriate officers of the Corporation acceptable to the Underwriters, acting reasonably, with respect to the constating documents of the Corporation, all resolutions of the Board of Directors relating to the Offering and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Underwriters may reasonably request.

(ii) The Underwriters shall have received at the Closing Time a certificate of good standing for the Corporation dated within two (2) days of the Closing Date.

(iii) The Underwriters shall have received at the Closing Time a certificate dated the Closing Date, addressed to the Underwriters and signed on behalf of the Corporation by the Chief Executive Officer and the Chief Financial Officer, certifying for and on behalf of the Corporation and without personal liability, after having made due enquiry and after having read the Final Prospectus, the U.S. Placement Memoranda and any Supplementary Material:

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(A) that since the respective dates as of which information is given in the Final Prospectus and the Final 144A Memorandum, (1) there has been no material change (actual, anticipated, contemplated or threatened, whether financial or otherwise) in the Business, affairs, prospects, operations, assets, liabilities (contingent or otherwise) or capital of the Corporation, and (2) no transaction has been entered into by either the Corporation which is material to the Corporation, other than as disclosed in the Final Prospectus and the Final 144A Memorandum;

(B) that the Final Prospectus does not contain a misrepresentation and contains full, true and plain disclosure of all material facts relating to the Offered Securities (other than any Underwriters' Information) and that the Final 144A Memorandum as of its date and as of the Closing Date, did not and does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading within the meaning of the U.S. Exchange Act;

(C) that no order, ruling or determination having the effect of suspending the sale or ceasing the trading of the Common Shares or any other securities of the Corporation has been issued by any Governmental Authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any of Applicable Canadian Securities Laws or by any other Governmental Authority;

(D) that the Corporation has complied in all material respects with the terms and conditions of this Agreement on its part to be complied with at or prior to the Closing Time;

(E) that the representations and warranties of the Corporation contained in this Agreement and in any certificates or other documents delivered by the Corporation pursuant to or in connection with this Agreement are true and correct in all material respects as of the Closing Time with the same force and effect as if made at and as of the Closing Time after giving effect to the transactions contemplated by this Agreement, except in respect of any representations and warranties that are to be true and correct as of a specified date, in which case they will be true and correct as of that date only and in respect of any representations and warranties that are subject to a materiality qualification, in which case they will be true and correct in all respects; and

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(F) the Passport Receipt has been issued by the Ontario Securities Commission for the Final Prospectus pursuant to the Passport System and, to the knowledge of such persons, no order, ruling or determination having the effect of ceasing the trading or suspending the sale of the Common Shares or other securities of the Corporation, or the Offered Securities to be issued and sold by the Corporation, has been issued and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened;

(iv) The Corporation shall have accepted the duly and fully completed FT Subscription Agreements with the subscribers of FT Shares and, unless the Corporation reasonably believes it would be unlawful or contrary to Applicable Canadian Securities Laws to do so, have accepted each duly executed FT Subscription Agreement accompanied by the required subscription funds submitted to the Corporation as contemplated by the Offering.

(d) Listing Approval

The Offered Securities shall have been approved for listing on the CSE on or before the Business Day immediately preceding the Closing Date, subject only to the satisfaction by the Corporation of customary post-closing conditions imposed by the CSE in similar circumstances.

(e) Lock-Up Agreements

The Corporation will cause each of its officers and directors to enter into lock-up agreements in a form satisfactory to the Corporation and the Lead Underwriter, acting reasonably, pursuant to which each such person agrees not to, for a period of 90 days following the Closing Date, directly or indirectly, offer, sell, contract to sell, dispose, transfer, assign, lend, swap, pledge or enter into any other agreement or arrangement to transfer the economic consequences of, or otherwise dispose of or deal with (or publicly announce any intention to do any of the foregoing) whether through the facilities of a stock exchange, by private placement or otherwise, any securities of the Corporation, directly or indirectly, other than, (i) pursuant to a takeover bid or any other similar transaction approved by the directors of the Corporation that is made generally to all of the shareholders of the Corporation, (ii) the exercise or settlement of equity incentives issued pursuant to existing securities based compensation arrangements of the Corporation, provided that the Common Shares issuable upon such exercise or settlement shall be subject to the terms of the lock-up; (iii) pursuant to transfers that occur by operation of law or in connection with transactions arising as a result of the death of the director or officer, or any company, trust or other entity owned by or maintained for the benefit of the director or officer; (iv) in connection with the exercise of warrants, provided that the Common Shares issuable under such warrants shall be subject to the terms of the

lock-up; or (v) with the prior written consent of the Lead Underwriter, such consent not to be unreasonably conditioned, withheld or delayed.

16. Rights of Termination

(a) Regulatory Proceedings Out

If, after the date hereof and prior to the Closing Time, any inquiry, action, suit, investigation or other proceeding, whether formal or informal, is instituted, announced or threatened or any order is made by any federal, provincial or other Governmental Authority in relation to the Corporation, or there is any change of law, or interpretation or administration thereof, or there is a suspension or material limitation, imposed by law or securities regulators, in trading in securities generally on the CSE or a general moratorium on commercial banking activities declared by Canadian or U.S. federal authorities or a material disruption in commercial banking or securities settlement or clearance services in Canada or the United States, which in any of such cases, in the reasonable opinion of any of the Underwriters, operates to prevent or restrict the distribution or trading of the Offered Securities, then such Underwriter shall be entitled, at its option and in accordance with Section 16(e), to terminate its obligations under this Agreement by notice to that effect given to the Corporation any time at or prior to the Closing Time.

(b) Disaster Out

If, after the date hereof and prior to the Closing Time, there should develop, occur or come into effect or existence any event, action, state, condition or occurrence of national or international consequence (including any natural catastrophe, any outbreak or escalation of war, hostilities or terrorism, or national emergency or similar event) or any governmental action, change of applicable law or regulation (or in the judicial interpretation thereof), inquiry or other occurrence of any nature whatsoever which, in the opinion of any of the Underwriters, acting reasonably, seriously adversely affects, or involves, or may seriously adversely affect, or involve the Canadian or U.S. financial markets or the Business, operations or affairs of the Corporation, then such Underwriter shall be entitled, at its option and in accordance with Section 16(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time.

(c) Material Change or Change in Material Fact Out

If, after the date hereof and prior to the Closing Time, there shall occur, be discovered by the Underwriters or be announced by the Corporation any material change or change in a material fact (other than relating solely to any Underwriters' Information) or a new material fact which, in the opinion of any of the Underwriters, acting reasonably, would be expected to have a significant adverse effect on the market price or value of the Offered Securities, then such Underwriter shall be entitled, at its option, in accordance with Section 16(e), to terminate its

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obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time.

(d) Breach Out

If, after the date hereof and prior to the Closing Time, the Corporation is in breach of any material term, condition or covenant of this Agreement, or any material representation or warranty given by the Corporation in this Agreement becomes or is false, then such Underwriter shall be entitled, at its option, in accordance with Section 16(e), to terminate its obligations under this Agreement by written notice to that effect given to the Corporation at any time at or prior to the Closing Time.

(e) Exercise of Termination Rights

The rights of termination contained in Sections 16(a), (b), (c) and (d), and Section 19 may be exercised by any of the Underwriters and are in addition to any other rights or remedies any of the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of the Underwriters to the Corporation or on the part of the Corporation to the Underwriters, except in respect of any liability which may have arisen prior to or may arise after such termination under Sections 17 and 18. A notice of termination given by an Underwriter under Section 16(a), (b), (c) or (d) and Section 20 shall not be binding upon any other Underwriter who has not also executed such notice. A copy of a notice of termination given by an Underwriter under Section 16(a), (b), (c) or (d) and Section 20 shall be given to each Underwriter who has not also executed such notice promptly after having been given to the Corporation.

Indemnity

(a) Rights of Indemnity by the Corporation to the Underwriters

The Corporation agrees to indemnify and save harmless each of the Underwriters and each of their respective subsidiaries and affiliates, and each of their respective directors, officers, partners, employees and agents and the successors and assigns of all the foregoing persons (collectively, the "Indemnified Parties" and individually an "Indemnified Party"), from and against all liabilities (joint and several), claims (including, without limitation, securityholder or derivative actions, arbitration proceedings or otherwise), losses (other than losses of profit), costs, damages, expenses, proceedings, suits or actions (and to reimburse such parties for any legal and other expenses reasonably incurred by such parties in connection with investigating or defending any such action or claim as such expenses are incurred) (collectively the "Claims"), in any way caused by, or arising directly or indirectly from, or in consequence of:

(i) any information or statement (except any Underwriters' Information) contained in the Prospectus, the U.S. Placement Memoranda or any

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Supplementary Materials, the FT Subscription Agreements or in any certificates of the Corporation, delivered pursuant to this Agreement which at the time and in light of the circumstances under which it was made contains or is alleged to contain a misrepresentation within the meaning of Applicable Canadian Securities Laws, or an untrue statement of a material fact within the meaning of the U.S. Exchange Act;

(ii) any omission or alleged omission to state in the Prospectus, the U.S. Placement Memoranda, any Supplementary Materials, the FT Subscription Agreements or any certificates of the Corporation delivered pursuant to this Agreement, any material fact (other than a material fact relating solely to any Underwriters' Information) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made (within the meaning of the U.S. Exchange Act, and also including an omission or alleged omission that would be a misrepresentation within the meaning of Applicable Canadian Securities Laws);

(iii) any order made or enquiry, investigation or proceedings commenced or threatened by any court, securities commission or other competent authority based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary to make any statement not misleading in the light of the circumstances under which it was made (within the meaning of the U.S. Exchange Act) or any misrepresentation or alleged misrepresentation within the meaning of Applicable Canadian Securities Laws (in each case, other than relating solely to any Underwriters' Information) contained in or omitted from the Prospectus, the U.S. Placement Memoranda, FT Subscription Agreement or any Supplementary Materials, or based upon any failure to comply with Applicable Canadian Securities Laws (other than any failure or alleged failure to comply by the Underwriters), preventing or restricting the trading in or the sale or distribution of the Offered Securities in any of the Qualifying Jurisdictions or the United States;

(iv) the non-compliance or alleged non-compliance by the Corporation with any of Applicable Canadian Securities Laws or the U.S. Securities Act in connection with the transactions contemplated by this Agreement, including the Corporation's non-compliance with any statutory requirement to make any document available for inspection; or

(v) any breach by the Corporation of its representations, warranties, covenants or obligations to be complied with under this Agreement or any other document to be delivered pursuant to this Agreement.

The foregoing indemnity shall not apply to the extent that an Indemnified Party is a purchaser of FT Shares, but only in respect of such FT Shares purchased.

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(b) Notification of Claims

If any Claim is asserted against any Indemnified Party, the Indemnified Party will notify the Corporation (the "Indemnifying Party") in writing as soon as possible of the particulars of such Claim (but the omission to so notify the Indemnifying Party of any potential Claim shall not relieve the Indemnifying Party from any liability which it may have to any Indemnified Party and any omission to so notify the Indemnifying Party of any actual Claim shall affect the Indemnifying Party's liability only to the extent that such omission prejudices the defence of such Claim or results in any material increase in the liability of the Indemnifying Party hereunder).

The Indemnifying Party shall be entitled to assume the defence of any such action or proceeding brought to enforce such Claim, provided, however, that:

(i) the defence shall be conducted through legal counsel satisfactory to the Indemnified Party, acting reasonably; and

(ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, acting reasonably, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened Claim in respect of which indemnification or contribution may be sought under this Agreement (whether or not the Indemnified Party is an actual or potential party to such Claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the Indemnified Party from all liability arising out of such Claim and (B) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of any Indemnified Party.

In any Claim, the Indemnified Party shall have the right to retain other counsel to act on his, her or its behalf, provided that the fees and disbursements of such counsel shall be paid by the Indemnified Party, unless:

(i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of the other counsel;

(ii) the Indemnifying Party shall have failed to retain counsel within fourteen days following receipt by the Indemnifying Party of notice of any such Claim from the Indemnified Party; or

(iii) the Indemnified Party is advised by counsel that there is an actual or potential conflict in the Indemnifying Party's and its interests or additional defences are available to the Indemnified Party, which makes representation by the same counsel inappropriate,

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in each of which cases, the Indemnifying Party shall not have the right to assume the defence of such proceedings on the Indemnified Party's behalf, and, in any such case, the reasonable fees and expenses of such Indemnified Party's counsel (on a solicitor and his client basis) shall be paid by the Indemnifying Party, provided that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties.

(d) Reimbursement

The Indemnifying Party agrees to reimburse the Underwriters monthly for the reasonable time spent by the Underwriters' personnel in connection with any Claim at their normal per diem rates together with such reasonable disbursements and out-of-pocket expenses incurred by such personnel in connection therewith. The Indemnifying Party also agrees that if any Claim is brought against, or an investigation commenced in respect of, the Indemnifying Party or the Indemnifying Party and an Indemnified Party, and personnel of the Underwriters are required to testify, participate or respond in respect of or in connection with this Agreement, the Underwriters will have the right to retain their own counsel (provided such counsel is acceptable to the Indemnifying Party, acting reasonably) in connection therewith and the Indemnifying Party will reimburse the Underwriters monthly for the reasonable time spent by their personnel in connection therewith at their normal per diem rates together with such reasonable disbursements and out-of-pocket expenses as may be incurred, including reasonable fees and disbursements of the Underwriters' counsel, provided that the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate law firm (in addition to any local counsel) for all such Indemnified Parties.

(e) Contribution

In order to provide for a just and equitable contribution in circumstances in which the indemnity provided for above would otherwise be available in accordance with its terms but is, for any reason, held to be unavailable to or unenforceable by the Indemnified Party or enforceable otherwise than in accordance with its terms, the Indemnifying Party and the Indemnified Party shall contribute to the aggregate of all claims, expenses, costs and liabilities and all losses (other than loss of profits and other consequential damages relating to the purchase by the Underwriters of the Offered Securities pursuant to this Agreement) in such proportion as is appropriate to reflect: (1) the relative benefits of each of the Indemnifying Parties on the one hand and the Underwriters on the other hand from the offering of Offered Securities as contemplated by this Agreement, or (2) if the allocation provided by (1) above is not permitted by applicable law, not only the relative benefits of each of the Indemnifying Parties on the one hand and the Underwriters on the other hand

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from the offering of Offered Securities as contemplated by this Agreement, but also the relative fault of the Indemnifying Party and the Underwriters with respect to such Claim, whether or not the Indemnifying Party has been sued together with the Underwriters or sued separately from the Underwriters, provided, however, that:

(i) the Underwriters shall not in any event be liable to contribute, in the aggregate, any amounts in excess of the aggregate Underwriting Fee actually received by the Underwriters from the Indemnifying Party under this Agreement;

(ii) each Underwriter shall not in any event be liable to contribute, individually, any amount in excess of such Underwriter's portion of the aggregate Underwriting Fee actually received from the Indemnifying Party under this Agreement; and

(iii) no party who has been determined by a court of competent jurisdiction in a final judgment from which no appeal can be made to have engaged in any fraud, fraudulent misrepresentation or gross negligence shall be entitled to claim contribution from any other person who has not been so determined to have engaged in such fraud, fraudulent misrepresentation or gross negligence.

The relative benefits received by each of the Indemnifying Parties, on the one hand, and the Underwriters, on the other hand, shall be deemed to be in the same proportion that the total proceeds of the Offering received by each of the Indemnifying Parties, (net of fees actually received by the Underwriters but before deducting expenses) bear to the fees actually received by the Underwriters. The amount paid or payable by an Indemnified Party as a result of such losses, claims, damages, liabilities, costs or expenses (or Claims in respect thereof) referred to above, shall be deemed to include any reasonable legal or other expenses incurred by such Indemnified Party in connection with investigating or defending any such losses, claims, damages, liabilities, costs or reasonable expenses (or Claims in respect thereof), whether or not resulting in any such Claim.

The Indemnifying Party hereby waives its rights to recover contribution from the Underwriters with respect to any liability of the Indemnifying Party by reason of or arising out of any misrepresentation in the Prospectus, the U.S. Placement Memoranda, any Supplementary Materials, or any certificates of the Corporation delivered pursuant to this Agreement; provided, however, that such waiver shall not apply in respect of liability caused or incurred by reason of any misrepresentation which is based solely upon any Underwriters' Information.

Each of the Indemnifying Parties and the Underwriters agree that it would not be just and equitable if contributions pursuant to this Agreement were determined by pro rata allocation or by any other method of allocation which does not take into account the equitable considerations referred to above.

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(f) Right in Favour of Others

It is the intention of the Indemnifying Parties to constitute the Lead Underwriter as trustee for each of the Indemnified Parties of the covenants of the Corporation under Section 17(a), and the Lead Underwriter agrees to accept such trust and to hold and enforce such covenants on behalf of such persons.

(g) Waiver

Each Indemnifying Party waives any right it may have of first requiring an Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim or to claim payment from any other person before claiming under this indemnity. It is not necessary for an Indemnified Party to incur expense or make payment before enforcing such indemnity.

(h) No Derogation of Other Rights

The Underwriters shall be indemnified by the Indemnifying Parties to the extent and manner as set out herein. Such indemnity shall be in addition to, and not in derogation or substitution for, any other liability that any party may have, or any right that any Indemnified Party may have, apart from that indemnity and shall be binding upon and enure to the benefit of any successors, permitted assigns, heirs and personal representatives of the Indemnifying Parties, the Underwriters or any other Indemnified Party. The rights of contribution are in addition to and not in derogation or substitution of any other right to contribution which any Indemnified Party may have by statute or otherwise at law.

(i) Limit

If and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a Governmental Authority in a final ruling from which no appeal can be made determines that a Claim resulted from the gross negligence or willful misconduct of the Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the applicable Indemnifying Party any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 17 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, the Corporation and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Final Prospectus contained no misrepresentation shall constitute "gross negligence" or "willful misconduct" for the purposes of this Section 17 or otherwise disentitle the Underwriters from indemnification hereunder.

Expenses

Whether or not the transactions contemplated by this Agreement shall be completed, all expenses of or incidental to the Offering pursuant to the Prospectus shall be borne by the Corporation

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including, without limitation, all reasonable fees and disbursements of all legal counsel to the Corporation (including U.S., foreign and local counsel), all fees and disbursements of the Corporation's accountants, technical advisors, auditors and transfer agent, all expenses related to marketing activities and all printing, filing and CSE listing costs incurred in connection with the Offering. In addition, whether or not the transactions contemplated by this Agreement shall be completed, the Corporation shall reimburse each of the Underwriters for all reasonable out-of-pocket expenses of the Underwriters incurred in connection with the Offering, including without limitation, any advertising, marketing, road-show, printing, courier, telecommunications, data searches, presentations, travel, entertainment and other expenses incurred by them in connection with the Offering, including the legal fees and disbursements of the Underwriters' counsel, together with all applicable taxes on all of the foregoing. Reimbursement of the legal fees of the Underwriters' Canadian legal counsel shall be capped at $145,000, exclusive of disbursements and applicable taxes. The foregoing expenses are collectively referred to as the "Offering Expenses".

19. Conditions

The Corporation agrees that the conditions contained in this Agreement will be complied with insofar as the same relate to respective acts to be performed or caused to be performed by the Corporation. The Corporation and the Underwriters will use their respective commercially reasonable efforts to cause all such conditions to be complied with. It is understood and agreed that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms, covenants and conditions without prejudice to their rights in respect of any such terms and conditions or any other or subsequent breach or non-compliance; provided, however, that to be binding, any such waiver or extension must be in writing and signed by all the Underwriters.

20. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

The obligation of the Underwriters to purchase the Offered Securities at the Closing Time shall be several and not joint and not joint and several, and each of the Underwriters shall be obligated to purchase only that percentage of the Offered Securities set out opposite the name of such Underwriter below.

BMO Nesbitt Burns Inc.	50.0%
Haywood Securities Inc.	25.0%
Canaccord Genuity Corp.	10.0%
Desjardins Securities Inc.	5.0%
Raymond James Ltd.	5.0%
Stifel Nicolaus Canada Inc.	5.0%
	100%

(b) Purchases by Other Underwriters

Subject to Section 20(c), if one or more of the Underwriters (the "Refusing Underwriters") do not complete the purchase and sale of the Offered Securities

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which such Underwriters have agreed to purchase under this Agreement (other than in accordance with Section 16) (the "Defaulted Shares"), the remaining Underwriters (the "Continuing Underwriters") will be entitled, at their option, to purchase all but not less than all of the Defaulted Shares pro rata according to the number of Offered Securities to have been acquired by the Continuing Underwriters under this Agreement or in any proportion agreed upon, in writing, by the Continuing Underwriters. If no such arrangement has been made and the number of Defaulted Shares to be purchased by the Refusing Underwriters do not exceed 10% of the Offered Securities, the Continuing Underwriters will be obligated to purchase the Defaulted Shares on the terms set out in this Agreement in proportion to their obligations hereunder.

In the event that one or more but not all of the Continuing Underwriters shall exercise their right of termination under Section 16, the other Continuing Underwriters shall have the right, but shall not be obligated, to purchase the Offered Securities which would otherwise have been purchased by such Refusing Underwriters which have so exercised their right of termination.

(d) Pro Rata Division if More Demand

In the circumstances contemplated by Sections (b) or (c) above, if the amount of the Offered Securities which the Continuing Underwriters wish, but are not obliged, to purchase exceeds the amount of the Offered Securities which would otherwise have been purchased by a Refusing Underwriter (in the case of Section (b) above), or which remain available for purchase (in the case of Section (c) above), such Offered Securities shall be divided pro rata among the Continuing Underwriters desiring to purchase such Offered Securities in proportion to the percentage of Offered Securities which such Continuing Underwriters have agreed to purchase as set out in Section 20(a).

(e) No Obligation to Sell Less than All; Further Liability

Nothing in this Section 20 shall oblige the Corporation to sell to the Underwriters less than all of the Offered Securities that the Underwriters have elected to purchase, as the case may be, or relieve from liability to the Corporation any Underwriter which may be in default. In the event of the termination of the Corporation's obligations under this Agreement, there shall be no further liability on the part of the Corporation to the Underwriters except in respect of any liability which may have arisen or may arise under Sections 17 and 18.

Survival of Representations and Warranties

The representations, warranties, obligations and agreements of the Corporation contained in this Agreement (including, for greater certainty, the obligations and agreements of the Corporation contained in Section 17) and in any certificate delivered pursuant to this Agreement or in connection with the purchase and sale of the Offered Securities shall survive the purchase by the

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Underwriters of the Offered Securities, the termination of this Agreement and the distribution of the Offered Securities pursuant to the Final Prospectus and shall continue in full force and effect for such maximum period of time as any purchaser of Offered Securities may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained or incorporated by reference in the Prospectus pursuant to Applicable Canadian Securities Laws in any of the Qualifying Jurisdictions, for the benefit of the Underwriters regardless of any investigation by or on behalf of the Underwriters with respect thereto.

22. Time

Time is of the essence in the performance of the parties' respective obligations under this Agreement.

23. Governing Law

The Corporation and the Underwriters agree that any legal suit or proceeding arising with respect to this Agreement will be tried in the courts of the Province of Ontario and the Corporation and the Underwriters agree to submit to the non-exclusive jurisdiction of, and to venue in, such courts. This Agreement shall be governed and construed in accordance with the laws of the Province of Ontario and federal laws of Canada applicable therein, without regard to principles of conflicts of laws.

24. Over-Allotment

In connection with the distribution of the Offered Securities, the Underwriters and members of their selling group (if any) may over-allot or effect transactions which stabilize or maintain the market price of the Common Shares at levels above those which might otherwise prevail in the open market, in compliance with Applicable Canadian Securities Laws. Those stabilizing transactions, if any, may be discontinued at any time.

25. Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

(a) to the Corporation at:

Abitibi Metals Corp.
1231 Huron Street
London, Ontario N5Y 4L1
Canada

Attention: Jon Deluce, President, CEO and Director
Email: [redacted – personal information]

with a copy (which will not constitute notice) to:

Cozen O'Connor LLP
550 Burrard St., Suite 2501

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Vancouver, British Columbia V6C 2B5
Canada

Attention: Kathy Tang
Email: [redacted – personal information]

(b) to BMO Nesbitt Burns Inc. (on behalf of the Underwriters) at:

BMO Capital Markets
100 King St. West, 3rd Floor
Toronto, Ontario, M5X 1H3
Canada

Attention: Ilan Bahar
Email: [redacted – personal information]

with copies (which will not constitute notice) to:

Bennett Jones LLP
One First Canadian Place, Suite 3400
Toronto, Ontario M5X 1A4
Canada
Attention: Christopher Doucet
Email: [redacted – personal information]

or to such other address as any of the parties may designate by giving notice to the others in accordance with this Section 25. Each notice shall be personally delivered to the addressee or sent by fax or e-mail to the addressee. A notice which is personally delivered or delivered by e-mail shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

26. Action by Underwriters

All steps which must or may be taken by the Underwriters in connection with this Agreement, with the exception of the matters contemplated by Sections 16, 17, 19 or 20 shall be taken by the Lead Underwriter, on its own behalf and on behalf of the other Underwriters, and the execution of this Agreement shall constitute the Corporation's authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Offered Securities to, or to the account of, the Lead Underwriter.

27. Publicity

None of the Corporation or any of the Underwriters shall make any public announcement concerning the appointment of the Underwriters or the Offering without the consent of the other parties, acting reasonably, and any public announcements shall be made in compliance with Applicable Canadian Securities Laws. After completion of the Offering, the Underwriters shall be entitled (for greater certainty, without the consent of the Corporation) to place advertisements in

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financial and other newspapers and journals at their own expense describing their services hereunder.

28. Underwriters' Activities

The Corporation acknowledges that the Underwriters and their respective affiliates carry on a range of businesses, including providing institutional and retail brokerage, investment advisory, research, investment management, securities lending and custodial services to clients and trading in financial products as agent or principal. It is possible that the Underwriters and other entities in their respective groups that carry on those businesses may hold long or short positions in securities of companies or other entities, which are or may be involved in the transactions contemplated in this Agreement and effect transactions in those securities for their own account or for the account of their respective clients. The Corporation agrees that these divisions and entities may hold such positions and effect such transactions without regard to the Corporation's interest under this Agreement.

29. No Advisory or Fiduciary Responsibility

The Corporation acknowledges and agrees that: (i) the purchase and sale of the Offered Securities pursuant to this Agreement, including the determination of the Offering Price and FT Offering Price, is an arm's-length commercial transaction between the Corporation, on the one hand, and the several Underwriters, on the other; (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Corporation; (iii) the engagement by the Corporation of each of the Underwriters in connection with the Offering and the process leading thereto is as independent contractors and not in any other capacity; (iv) the Underwriters and their respective affiliates may be engaged in a broad range of transactions that involve interests that differ from those of the Corporation; (v) no Underwriter has assumed an advisory or fiduciary responsibility in favour of the Corporation with respect to the Offering or the process leading thereto (irrespective of whether such Underwriter has advised or is concurrently advising the Corporation on other matters) or any other obligation to the Corporation except the obligations expressly set forth in this Agreement; and (vi) the Corporation has consulted its own legal, regulatory, accounting, tax and financial advisors to the extent deemed appropriate. The Corporation agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Corporation in connection with such transaction or the process leading thereto.

30. Severability

If any provision of this Agreement is determined to be void or unenforceable in whole or in part, it shall be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision shall be severable from this Agreement.

31. Entire Agreement

This Agreement constitutes the entire agreement among the parties hereto relating to the purchase by, and sale of the Offered Securities to, the Underwriters and the process leading thereto and supersedes all prior agreements between any of those parties with respect to their respective rights

and obligations in respect of such transaction and the process leading thereto, including, without limitation, the Bid Letter.

32. Counterparts

This Agreement may be executed and delivered (including by facsimile transmission or portable document format (PDF)) in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement.

33. U.S. Offers

The Underwriters make the representations, warranties, covenants and agreements applicable to them in Schedule A hereto, which is incorporated by reference into and forms part of this Agreement, and agree, on behalf of themselves and their U.S. Affiliates, for the benefit of the Corporation to comply with the U.S. selling restrictions imposed by the laws of the United States and set forth in Schedule A hereto. Notwithstanding the foregoing provisions of this section, no Underwriter or its U.S. Affiliate will be liable to the Corporation under this section or Schedule A hereto with respect to a violation by another Underwriter or its U.S. Affiliate of the provisions of this section or Schedule A hereto if the former Underwriter or its U.S. Affiliate is not itself also in violation.

The Corporation makes the representations, warranties, covenants and agreements applicable to it in Schedule A hereto.

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If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing the enclosed copies of this letter where indicated below and returning the same to the Underwriters upon which this letter as so accepted shall constitute an Agreement among us.

Yours very truly,

BMO NESBITT BURNS INC.

Per: (signed) "Illan Bahar"
Illan Bahar
Managing Director and Co-Head
Global Metals and Mining

HAYWOOD SECURITIES INC.

Per: (signed) "Kevin Campbell"
Kevin Campbell
Managing Director,
Investment Banking

CANACCORD GENUITY CORP.

Per: (signed) "Earle McMaster"
Earle McMaster
Managing Director

DESJARDINS SECURITIES INC.

Per: (signed) "Taylor Bruch"
Taylor Bruch
Director

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RAYMOND JAMES LTD.

Per: (signed) "Rajiv Chail"
Rajiv Chail
Director

STIFEL NICOLAUS CANADA INC.

Per: (signed) "Pierre Laliberté"
Pierre Laliberté
Managing Director,

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The foregoing offer is accepted and agreed to as of the date first above written.

ABITIBI METALS CORP.

By: (signed) "Jonathon Deluce"
Name: Jonathon Deluce
Title: President, CEO and Director

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SCHEDULE A

UNITED STATES OFFERS AND SALES

Capitalized terms used but not otherwise defined in this Schedule A shall have the meanings assigned to them in the Agreement to which this Schedule A is attached.

As used in this Schedule A, the following terms shall have the meanings indicated:

"Directed Selling Efforts" means "directed selling efforts" as that term is defined in Rule 902(c) of Regulation S;

"Foreign Issuer" shall have the meaning ascribed thereto in Rule 902(e) of Regulation S;

"General Solicitation" and "General Advertising" mean "general solicitation" and "general advertising", respectively, as used in Rule 502(c) of Regulation D under the U.S. Securities Act, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or on the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

"Qualified Institutional Buyer" means a "qualified institutional buyer" as that term is defined in Rule 144A;

"Qualified Institutional Buyer Investor Letter" means the Qualified Institutional Buyer Investment Letter attached as Exhibit A to the U.S. Placement Memoranda;

"Regulation D" means Regulation D under the U.S. Securities Act;

"Regulation M" means Regulation M under the U.S. Exchange Act;

"Substantial U.S. Market Interest" means "substantial U.S. market interest" as that term is defined in Rule 902(j) of Regulation S; and

"U.S. Affiliate" of any Underwriter means the U.S. registered broker-dealer affiliate of such Underwriter.

All other capitalized terms used but not otherwise defined in this Schedule A shall have the meanings assigned to them in the Agreement to which this Schedule A is attached.

Representations, Warranties and Covenants of the Underwriters

Each Underwriter, severally and not jointly, acknowledges that the Offered Securities have not been and will not be registered under the U.S. Securities Act or any state securities laws and may not be offered or sold in the United States except that the Offered Shares and the Redistributed Shares may be offered and sold pursuant to Rule 144A under the U.S. Securities Act and exemptions from the registration requirements of applicable state securities laws.

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Accordingly, each Underwriter, severally but not jointly, represents, warrants and covenants to the Corporation that as of the date hereof and the Closing Date:

(a) The Underwriter has offered and sold, and will offer and sell, Offered Securities only (a) in "offshore transactions" within the meaning of Regulation S and otherwise in accordance with Rule 903 of Regulation S, or (b) with respect to Offered Shares and Redistributed Shares in the United States to Qualified Institutional Buyers in accordance with Rule 144A as provided below. The Underwriter has not offered or sold, and will not offer or sell, the FT Shares to any person in the United States. Accordingly, neither the Underwriter, its U.S. Affiliate nor any persons acting on their behalf has engaged or will engage in, has made or will make, or has facilitated or will facilitate, the making of (except as permitted herein) (i) any offer to sell or any solicitation of an offer to buy, any Offered Securities to or from any person in the United States; or (ii) any sale of Offered Securities to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, U.S. Affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States. In connection with the Offering, neither the Underwriter, its U.S. Affiliate nor any person acting on their behalf has engaged or will engage in any Directed Selling Efforts or General Solicitation or General Advertising in the United States with respect to the Offered Securities or has otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, or has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act.

(b) All offers and sales of the Offered Shares and Redistributed Shares in the United States have been and will be effected by or through the U.S. Affiliate of the Underwriter, which is on the date hereof and on the date of each offer and sale made in the United States duly registered with the SEC under the U.S. Exchange Act and under applicable state securities laws (unless exempted from the respective state's broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry Regulatory Authority Inc., and all such offers and sales have been and will be effected in accordance with applicable U.S. broker-dealer laws and regulations in all material respects. Each U.S. Affiliate of the Underwriter offering Offered Shares and Redistributed Shares in the United States is a Qualified Institutional Buyer.

(c) At the Closing Time it, together with its U.S. Affiliate offering or selling Offered Shares and Redistributed Shares in the United States, will provide a certificate, substantially in the form of Exhibit A to Schedule A relating to the manner of the offer and sale of the Offered Shares and Redistributed Shares in the United States, or will be deemed to have represented that neither it nor its U.S. Affiliate offered or sold Offered Securities in the United States.

(d) The Underwriter shall inform (and shall cause its U.S. Affiliate to inform), all purchasers in the United States that such securities have not been and will not be

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registered under the U.S. Securities Act and are being sold to such purchasers in reliance on the exemption from registration under the U.S. Securities Act provided by Rule 144A.

(e) The Underwriter shall cause its U.S. Affiliate to deliver a copy of the Preliminary 144A Memorandum to each of its offerees in the United States, and shall deliver a copy of the Final 144A Memorandum and any Supplementary Materials to each of its offerees purchasing Offered Shares and Redistributed Shares in the United States or that was offered Offered Shares and Redistributed Shares in the United States, a reasonable amount of time prior to confirming the sale to such offerees of Offered Shares and Redistributed Shares. The Underwriter and its U.S. Affiliate have not used and will not use any written material relating to the offering of Offered Shares and Redistributed Shares in the United States, except for the applicable U.S. Placement Memoranda and any Supplementary Materials. The Underwriter will cause its U.S. Affiliate to obtain a duly executed copy of the Qualified Institutional Buyer Investor Letter from each purchaser prior to each U.S. sale. Immediately prior to transmitting the applicable U.S. Placement Memoranda to any offeree, each Underwriter and its U.S. Affiliate had reasonable grounds to believe and did believe that such offeree was a Qualified Institutional Buyer.

(f) Offers to sell and solicitations of offers to buy the Offered Shares and Redistributed Shares in the United States have been and will be made pursuant to and in accordance with exemptions from the registration or qualification requirements of all applicable state securities ("Blue Sky") laws.

(g) It acknowledges that until 40 days after the commencement of the Offering, an offer or sale of the Offered Securities within the United States by any dealer (whether or not participating in the Offering) may violate the registration requirement of the U.S. Securities Act if such offer or sale is made otherwise than in accordance with an exemption from the registration requirements of the U.S. Securities Act.

(h) It will provide the Corporation, at least one Business Day prior to the Closing Date with a list of all purchasers of the Offered Shares and Redistributed Shares in the United States.

(i) It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Offered Securities, except with its U.S. Affiliate or a Selling Firm or otherwise with the prior written consent of the Corporation. The Underwriter shall cause its U.S. Affiliate and Selling Firms who offer or sell Offered Shares and Redistributed Shares to agree, for the benefit of the Corporation, to comply with, and shall use its best efforts to ensure that its U.S. Affiliate and each Selling Firm complies with, the same provisions as are contained in the foregoing paragraphs (a) through (h).

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Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, covenants and agrees to and with the Underwriters that as of the date hereof and the Closing Date:

(a) The Corporation is, and at the Closing Time will be, a Foreign Issuer and reasonably believes at the commencement of the Offering there was, and at the Closing Time there will be, no Substantial U.S. Market Interest in the common shares of the Corporation.

(b) In connection with the Offering, neither the Corporation nor any of its affiliates, nor any person acting on their behalf (other than the Underwriters, their respective affiliates (including the U.S. Affiliates), any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has engaged or will engage in any Directed Selling Efforts with respect to the Offered Securities or in any form of General Solicitation or General Advertising in the United States or has otherwise engaged or will engage in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act, or has taken or will take any action that would constitute a violation of Regulation M under the U.S. Exchange Act, in each case, in connection with the offer and sale of the Offered Securities in the United States.

(c) The Offered Securities are not, and as of the Closing Time will not be, and no securities of the same class as any of the Offered Securities are or will be, (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act; or (ii) quoted in an "automated inter dealer quotation system", as such term is used in paragraph (d)(3) of Rule 144A.

(d) The Corporation is not now, and as a result of the sale of the Offered Securities and the application of the proceeds thereof as described under "Use of Proceeds" in the Final Prospectus will not be required to be registered as an "investment company" as defined in the United States Investment Company Act of 1940, as amended.

(e) None of the Corporation, its affiliates or any person acting on its or their behalf, (other than the Underwriters, their respective affiliates (including the U.S. Affiliates), any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) have taken, or will take, any action that would cause the exclusion from the registration requirements of the U.S. Securities Act provided by Rule 903 of Regulation S to be unavailable for the offer and sale of the Offered Securities or the exemption from such registration requirements afforded by Rule 144A to be unavailable for the offer and sale of the Offered Shares and the Redistributed Shares pursuant to the Agreement and this Schedule A.

(f) The Corporation has not and will not, during the period beginning six months before the commencement of the Offering and ending on the later of the Closing Time, offered or sold, or solicited any offer to buy, any securities of the Corporation

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in a manner that would be integrated with the offer and sale of the Offered Securities and would cause the exemption from the registration requirements of the U.S. Securities Act afforded by Rule 144A thereunder to become unavailable with respect to the offer and sale of the Offered Shares and Redistributed Shares, or the exemption from such registration requirements afforded by Rule 903 of Regulation S to become unavailable with respect to the offer and sale of the Offered Securities;

(g) The Corporation shall cooperate with the Underwriters, the U.S. Affiliates and counsel for the Underwriters to ensure the availability of exemptions from the application of applicable "blue sky" or U.S. state securities laws of those jurisdictions designated by the Underwriters or the U.S. Affiliates.

(h) Except for offers and sales made through an Underwriter, acting through its U.S. Affiliate, none of the Corporation, its affiliates, or any person acting on its or their behalf (other than the Underwriters, their respective affiliates (including their U.S. Affiliates), any Selling Firm and any person acting on any of their behalf, as to which the Corporation makes no representation, warranty, covenant or agreement) has made any offers or sales of Offered Securities in the United States.

A-1

EXHIBIT A TO SCHEDULE A UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States of the Offered Shares and Redistributed Shares of Abitibi Metals Corp. (the "Corporation") pursuant to the underwriting agreement dated March 28, 2025 between the Corporation and the Underwriters named therein (the "Underwriting Agreement"), each of the undersigned parties do hereby certify as follows:

All offers and sales of Offered Shares and Redistributed Shares made by us in the United States were made by [Name of U.S. Affiliate], which was on the date of each offer and sale of the Offered Shares and Redistributed Shares made by it in the United States, and on the date hereof is, a duly registered broker-dealer under the U.S. Exchange Act and under the securities laws of each applicable state (unless exempted from the respective state's broker-dealer registration requirements), and is and was a member of, and in good standing with, Financial Industry Regulatory Authority Inc. on the date hereof and on the date of each offer and sale of Offered Shares and Redistributed Shares made by it in the United States, and all offers and sales of Offered Shares and Redistributed Shares in the United States effected by it have been and will be effected in accordance with applicable U.S. broker-dealer laws and regulations in all material respects;
Each offeree in the United States was provided with a copy of the Preliminary 144A Memorandum, and each purchaser of the Offered Shares and Redistributed Shares in the United States or that was offered Offered Shares and Redistributed Shares in the United States was provided, prior to the time of confirmation of such person's purchase of Offered Shares and Redistributed Shares, with a copy of the Final 144A Memorandum and any Supplemental Materials, as applicable, and no other written material was used in connection with the offer or sale of Offered Shares and Redistributed Shares in the United States, and each purchaser in the United States delivered a duly executed copy of the Qualified Institutional Buyer Investor Letter to the U.S. Affiliate prior to such sale;
Immediately prior to our transmitting the applicable U.S. Placement Memoranda to offerees in the United States we had reasonable grounds to believe and did believe that each offeree was, and continue to believe that each such offeree that is purchasing Offered Shares and Redistributed Shares and is in the United States or was offered Offered Shares and Redistributed Shares in the United States is a Qualified Institutional Buyer;
We have used no form of Directed Selling Efforts and no form of General Solicitation or General Advertising in the United States in connection with the offer or sale of the Offered Securities, nor have we engaged in any conduct involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act;
Neither we nor any person acting on our behalf have taken, nor will take, any action that would constitute a violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Offered Securities; and

We have conducted the offer and sale of the Offered Shares and Redistributed Shares in the United States in accordance with the terms of the Underwriting Agreement, including Schedule A thereto.

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule A thereto) unless otherwise defined herein.

DATED this [●] day of [●], 2025.

[UNDERWRITER]

[U.S. AFFILIATE]

Per: ____
Name: ____
Title: _____

SCHEDULE B

FORM OF SUBSCRIPTION AND RENUNCIATION AGREEMENT
FOR FLOW-THROUGH SHARES

TO: ABITIBI METALS CORP. (the "Corporation")

Each of those persons listed on Appendix "A" attached hereto (the "Subscribers") and in the respective numbers set out thereon, by __, as their duly authorized agent (the "Agent") hereby subscribes for common shares in the capital of the Corporation ("Shares") to be issued as "flow-through shares" as defined in subsection 66(15) of the Tax Act (as defined herein) and section 359.1 of the Québec Tax Act (as defined herein) by the Corporation for an aggregate consideration of $ _, representing a subscription price of $ __ per Share, upon the terms and subject to the conditions set forth in the agreement constituted by the acceptance thereof (the "Subscription Agreement") and as described in the final prospectus (the "Prospectus") of the Corporation dated [●], 2025. The Agent shall tender payment on behalf of the Subscribers of the aggregate subscription price for _ Shares in the sum of $ _____ on the Closing Date (as defined herein), such amount forming a portion of the aggregate proceeds payable to the Corporation on the Closing Date pursuant to an underwriting agreement dated March 31, 2025, among the Corporation, BMO Nesbitt Burns Inc., Haywood Securities Inc., Canaccord Genuity Corp., Desjardins Securities Inc., Raymond James Ltd., and Stifel Nicolau Canada Inc. (the "Underwriting Agreement").
In this Subscription Agreement:

a. "Agent" has the meaning given to it in Section 1 of this Subscription Agreement;

b. "CEE" means an expense described in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act, or that would be described in paragraph (h) of that definition if the reference therein to "paragraphs (a) to (d) and (f) to (g.4)" were a reference to "paragraph (f)", other than amounts which are (i) prescribed to be "Canadian exploration and development overhead expense" for the purposes of paragraph 66(12.6)(b) of the Tax Act, (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act, (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act, or (iv) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term "expense" in subsection 66(15) of the Tax Act. With respect to Subscribers that are Québec residents or are otherwise subject to tax in the Province of Québec, it also means the expenses described in subsection 395(c) of the Québec Tax Act, excluding Canadian exploration expenses to the extent of the amount of any assistance described in subsection 359.2(a) of the Québec Tax Act, amounts which are prescribed to constitute "Canadian exploration and development overhead expense" for purposes of subsection 359.2(b) of the Québec Tax Act, any expenditures described in subsection 359.2(b.1) of the Québec Tax Act, and any expenses for prepaid services

or rent that do not qualify in the definition of "outlay" or "expense" in subsection 359(a) of the Québec Tax Act;

c. "CEE Incurred in Québec Eligible for an Additional Deduction" means, in respect of Québec Resident Subscribers, an expense described in Section 726.4.10 of the Québec Tax Act as enacted as of the date hereof (and for greater certainty, without regard to any amendments thereto that may be enacted after the date hereof, including as announced in the 2025 Québec Budget, regardless of the effective date of such amendments);

d. "Closing Date" means April 10, 2025 or such other date as the parties to the Underwriting Agreement may agree upon in writing, but in any event shall not be later than the date that is 42 days from the date the Passport Receipt (as defined in the Underwriting Agreement) is issued for the Final Prospectus (as defined in the Underwriting Agreement);

e. "Closing Time" means such time on the Closing Date that the sale of the Shares is completed;

f. "CMETC Prescribed Form" means the form prescribed under paragraph (e) of the definition of "flow-through critical mineral mining expenditure" in subsection 127(9) of the Tax Act, executed within the 12-month period immediately preceding the date on which this Subscription Agreement is made, by a "qualified professional engineer or professional geoscientist" (as defined in subsection 127(9) of the Tax Act), acting reasonably and in their professional capacity, in prescribed manner and form that the expenses to be renounced to the Subscribers under this Agreement are to be incurred pursuant to an exploration plan that primarily targets Critical Minerals;

g. "Commitment Amount" means the product of the FT Offering Price multiplied by the total number of Shares subscribed and paid for pursuant to this Subscription Agreement;

h. "CRA" means the Canada Revenue Agency;

i. "Critical Minerals" means copper, nickel, lithium, cobalt, graphite, rare earth elements, scandium, titanium, gallium, vanadium, tellurium, magnesium, zinc, platinum group metals and uranium;

j. "Flow-Through Critical Mineral Mining Expenditure" means an expense which qualifies, once renounced by the Corporation to a Subscriber who is an individual (other than a trust or estate), as a "flow-through critical mineral mining expenditure" as defined in subsection 127(9) of the Tax Act of the Subscriber or, where the Subscriber is a partnership, of the members of the Subscriber who are individuals (other than a trust or estate) to the extent of their respective shares of

the expense so renounced, provided, however that such definition shall be read without reference to paragraph (f) thereof;

k. "Prescribed Forms" means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act and, in respect of Subscribers that are Québec resident or are otherwise subject to tax in the Province of Québec, the forms prescribed under subsection 359.12 of the Québec Tax Act, filed or to be filed by the Corporation within the prescribed time renouncing to the Subscribers the Resource Expenses incurred pursuant to this Subscription Agreement and all parts or copies of such forms required by the CRA and the QRA when applicable, to be delivered to the Subscribers;

l. "Principal Business Corporation" means a "principal-business corporation" as defined in subsection 66(15) of the Tax Act;

m. "Prospectus" has the meaning given to it in Section 1 of this agreement;

n. "QRA" means Revenu Québec;

o. "Québec Resident Subscriber" means a Subscriber or, where the Subscriber is a partnership, a member of the partnership, that is an individual that is resident or subject to tax in the Province of Québec;

p. "Québec Resources Credit" means the credit relating to mining or other resources provided for in Title III, Chapter III.1, Division II.6.15 of Book IX of Part I of the Québec Tax Act;

q. "Québec Tax Act" means the Taxation Act (Québec) and all rules and regulations made pursuant thereto and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Québec) prior to the date thereof;

r. "Resource Expense" means an expense which is a CEE incurred on or after the Closing Date and on or before the Termination Date, which may be renounced by the Corporation pursuant to subsection 66(12.6) of the Tax Act, in conjunction with subsection 66(12.66) of the Tax Act, as necessary, with an effective date not later than December 31, 2025 and in respect of which, but for the renunciation, the Corporation would be entitled to a deduction from income for income tax purposes, and on the date it is renounced is:

i. a Flow-Through Critical Mineral Mining Expenditure; and

ii. for a Québec Resident Subscriber or, where the Subscriber is a partnership, for the members of the partnership that are Québec Resident Subscribers, to the extent of their respective shares of the Resource Expense so renounced, (1) CEE Incurred in Québec Eligible for an Additional Deduction, and (2)

Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction,

provided that this definition of Resource Expense should be read without paragraph (ii) above if the expenses do not qualify for the deductions with respect to CEE Incurred in Québec Eligible for an Additional Deduction, and to Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction as a result of the 2025 Québec Budget Amendments;

s. "Shares" has the meaning given to it in Section 1 of this agreement;

t. "Subscribers" means purchasers of Shares who acquire Shares under this Subscription Agreement;

u. "Subscription Agreement" has the meaning given to it in Section 1 of this agreement;

v. "Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction" means, in respect of Québec Resident Subscribers, an expense described in section 726.4.17.2 of the Québec Tax Act as enacted as of the date hereof (and for greater certainty, without regard to any amendments thereto that may be enacted after the date hereof, including as announced in the 2025 Québec Budget, regardless of the effective date of such amendments);

w. "Tax Act" means the Income Tax Act (Canada), together with any and all regulations promulgated thereunder, as amended from time to time;

x. "Termination Date" means December 31, 2026; and

y. "2025 Québec Budget" means the 2025-2026 Québec budget delivered March 25, 2025.

Each Subscriber represents, warrants and covenants to the Corporation and the Agent (and acknowledges that the Corporation and the Agent are relying thereon) that:

a. neither the Subscriber nor any beneficial purchaser for whom it is contracting hereunder, is a non-resident of Canada for the purposes of the Tax Act and if it is a partnership, it is a "Canadian partnership" for the purposes of the Tax Act; and

b. the Subscriber has not entered into and will not enter into any agreement or arrangement which will cause the Shares to become "prescribed shares" for the purposes of the Tax Act or the Québec Tax Act, however, this section shall not apply to the entering into of this Subscription Agreement; and the Subscriber agrees that the Corporation shall not be liable or responsible for any breach of any covenant or representation given in this Subscription Agreement if the Shares are "prescribed shares" as a result of any transaction or agreement (other than this

Subscription Agreement and any other agreement to which the Corporation is a party) entered into by the Subscriber;

c. if an individual, the Subscriber is of the full age of majority and is otherwise legally competent to enter into this Subscription Agreement and take all action pursuant hereto;

d. if a corporation, the Subscriber is a valid and subsisting corporation, it has the necessary corporate capacity and authority to enter into this Subscription Agreement and to observe and perform its covenants and obligations hereunder and it has taken all necessary corporate action in respect thereof, or, if it is a partnership, syndicate or other form of unincorporated organization, it has the necessary legal capacity and authority to enter into this Subscription Agreement and to observe and perform its covenants and obligations hereunder and, in either case, it has obtained all necessary approvals in respect thereof;

e. the Subscriber has such knowledge, or has received advice, in financial and business affairs as to be capable of evaluating the merits and risks of the investment and the Subscriber is able to bear the economic risk of loss of its entire investment;

f. the Subscriber has received and reviewed a copy of the Prospectus;

g. if required by applicable securities legislation, policy or order of a securities commission or other regulatory authority, the Subscriber will execute, deliver, file and otherwise assist the Corporation in filing such reports, undertakings and other documents with respect to the issue of the Shares;

h. the entering into of this Subscription Agreement and the transactions contemplated hereby will not result in a violation of any of the terms and provisions of any law applicable to the Subscriber, or, if the Subscriber is not a natural person, any of its constating documents, or of any agreement to which the Subscriber is a party or by which it is bound;

i. the Subscriber hereby waives any right that the Subscriber may have to any potential incentive grants, credits and similar or like payments or benefits which accrue as a result of the operations relating to the Resource Expenses as contemplated herein and acknowledges that all such grants, credits, payments or benefits accrue to the benefit of the Corporation;

j. the Subscriber is aware that the Shares have not been and will not be registered under the United States Securities Act of 1933, as amended, (the "1933 Act") or the securities laws of any state and that these securities may not be offered or sold in the United States without registration under the 1933 Act or compliance with requirements of an exemption from registration, and the applicable laws of all applicable states or an exemption from such registration requirements is available

and acknowledges that the Corporation has no present intention of filing a registration statement under the 1933 Act in respect of the Shares;

k. the Shares have not been offered to the Subscriber in the United States, and the individuals making the order to purchase the Shares and executing and delivering this Subscription Agreement on behalf of the Subscriber were not in the United States when the order was placed and this Subscription Agreement was executed and delivered;

l. the Subscriber undertakes and agrees that the Subscriber will not offer or sell the Shares in the United States unless such securities are registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and further that the Subscriber will not resell the Shares except in accordance with the provisions of applicable securities legislation, regulations, rules, policies and orders and stock exchange rules;

m. no person has made to the Subscriber any written or oral representations:

i. that any person will resell or repurchase the Shares;
ii. that any person will refund the purchase price of the Shares; or
iii. as to the future price or value of the Shares;

n. the covenants, representations and warranties of the Subscriber stated or referred to herein shall be true and correct both as of the execution of this Subscription Agreement and as of the Closing Time on the Closing Date as if repeated at such time, and will survive the completion of the issuance of the Shares and the completion of the transactions contemplated under this Subscription Agreement and the Underwriting Agreement;

o. the Subscriber, and any beneficial purchaser for whom it is acting, and if the Subscriber is a partnership, each of its members, deal, and at all relevant times will continue to deal, at arm's length with the Corporation for the purposes of the Tax Act;

p. the Subscriber, and, if the Subscriber is a partnership, the Subscriber's partners and limited partners, do not have and will, at all material times, including throughout the period ending on the Termination Date, continue to not have, a "prohibited relationship" with the Corporation within the meaning of subsection 66(12.671) of the Tax Act; and

q. if the Subscriber is acquiring the Shares with the intention of (i) donating all or a portion of such Shares to a "qualified donee", as defined in the Tax Act, as part of a charitable donation arrangement promoted by any Person, or (ii) immediately

selling the Shares to a third party (each a "Follow-On Transaction"), then the Subscriber acknowledges and confirms that, notwithstanding any provision of this Subscription Agreement, the Subscriber is not relying on the Corporation or its legal counsel regarding any representations and warranties in respect of the tax consequences or potential tax benefits of participating in the Follow-On Transaction, including any risk that the Follow-On Transaction, in and of itself, may cause the Shares to be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act.

The Corporation hereby represents and warrants to the Subscribers and the Agent (and acknowledges that the Subscribers are relying thereon) that:

a. the Corporation has been duly incorporated and is validly subsisting and in good standing under the laws of the Province of British Columbia and has all requisite corporate power and capacity to enter into and carry out its obligations under this Subscription Agreement;

b. on the Closing Date, the Corporation will have taken all corporate steps and proceedings necessary to approve the transactions contemplated hereby, including the execution and delivery of this Subscription Agreement;

c. no order ceasing or suspending trading in the securities of the Corporation nor prohibiting the sale of such securities has been issued to the Corporation or its directors, officers or promoters and, to the best of the knowledge of the Corporation, no investigations or proceedings for such purposes are pending or threatened;

d. at the Closing Time, the Shares will be duly and validly created, authorized and issued as fully paid and non-assessable common shares;

e. the Corporation has complied, or will comply, with all applicable corporate and securities laws and regulations in connection with the offer, sale and issuance of the Shares;

f. the Corporation has the full corporate right, power and authority to execute and deliver this Subscription Agreement, to issue the Shares to the Subscribers and to incur and renounce to the Subscriber Resource Expenses in an amount equal to the Commitment Amount;

g. this Subscription Agreement constitutes a binding obligation of the Corporation enforceable in accordance with its terms;

h. the execution and delivery of, and the performance of the terms of, this Subscription Agreement by the Corporation, including the issue of the Shares, the incurring of

Resource Expenses and the renunciation of Resource Expenses to the Subscribers pursuant hereto, does not and will not constitute a breach of or default under the constating documents of the Corporation or any law, regulation, order or ruling applicable to the Corporation or any agreement, contract or indenture to which the Corporation is a party or by which it is bound;

i. the Resource Expenses to be renounced by the Corporation to the Subscriber:

i. will constitute CEE on the effective date of the renunciation;
ii. will not include any amount that has previously been renounced by the Corporation to the Subscriber or to any other person;
iii. would be deductible by the Corporation in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the Subscriber;
iv. will constitute Flow-Through Critical Mineral Mining Expenditures;
v. will be expenses of the type described in the "exploration base relating to certain Québec exploration expenses" (within the meaning of section 726.4.10 of the Québec Tax Act) and in the "exploration base relating to certain Québec surface mining expenses or oil and gas exploration expenses" (within the meaning of section 726.4.17.2 of the Québec Tax Act); and
vi. will not be subject to any reduction under subsection 66(12.73) of the Tax Act or, if applicable, section 359.15 of the Québec Tax Act.

j. the Corporation has no reason to believe that it will be unable to incur, on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to the Subscriber effective December 31, 2025, Resource Expenses in an aggregate amount equal to the Commitment Amount and the Corporation has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act or, if applicable, section 359.15 of the Québec Tax Act;

k. except as a result of any Follow-On Transaction, or any agreement, arrangement, obligation or understanding to which the Corporation or a "specified person" in relation to the Corporation (within the meaning of section 6202.1(5) of the regulations to the Tax Act) is not a party and of which it has no knowledge, upon issue, the Shares will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and section 359.1 of the Québec Tax Act, and are not and will not be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act or sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act;

l. if the Corporation amalgamates with any one or more companies, any shares issued to or held by the Subscriber as a replacement for the Shares as a result of such

amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act and section 550.7 of the Québec Tax Act, or otherwise, as "flow-through shares" and in particular will not be "prescribed shares" as defined in section 6202.1 of the regulations to the Tax Act and sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act;

m. the Corporation is a "principal-business corporation" as defined in subsection 66(15) of the Tax Act, a "development corporation" as defined in section 363 of the Québec Tax Act and a "qualified corporation" as defined in sections 726.4.15 and 726.4.17.7 of the Québec Tax Act (as such sections are currently enacted as of the date thereof), and will continue to be a "principal-business corporation", a "development corporation" and a "qualified corporation" until such time as all of the Resource Expenses required to be renounced under this Subscription Agreement have been incurred and validly renounced pursuant to the Tax Act and the Québec Tax Act;

n. the Corporation shall not be subject to the provisions of subsection 66(12.67) of the Tax Act and section 359.9 of the Québec Tax Act in a manner which impairs its ability to renounce Resource Expenses to the Subscriber in an amount equal to the Commitment Amount, and shall notify the Subscriber in the event that it becomes aware of or is informed of an issue in relation to its ability to claim such Resource Expenses;

o. the Corporation has obtained a CMETC Prescribed Form certifying that the expenditures to be renounced to the Subscribers under this Subscription Agreement will be incurred pursuant to an exploration plan that primarily targets Critical Minerals, and such certification meets the requirements set out in paragraph (e) of the definition of "flow-through critical mineral mining expenditure" in subsection 127(9) of the Tax Act;

p. the Corporation is not, and has never been, in default of any of its legal obligations in respect of any "flow-through share" financings previously undertaken by the Corporation; and

q. the Corporation is not making any representation on the qualification of the Resource Expenses for a Québec Resident Subscriber (or where the FT Subscriber is a partnership, for the members of the partnership that are Québec Resident Subscribers) as: (1) CEE Incurred in Québec Eligible for an Additional Deduction, and (2) Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction, if such non qualification derives from the 2025 Québec Budget Amendments.

The Corporation covenants and agrees with the Subscribers as follows:

a. the Corporation hereby agrees to incur or be deemed to incur Resource Expenses in an amount equal to the Commitment Amount on or before the Termination Date

in accordance with this Subscription Agreement and agrees to renounce to the Subscriber, with an effective date of December 31, 2025, pursuant to subsection 66(12.6) of the Tax Act and, where applicable, section 359.2 of the Québec Tax Act, and, in respect of Resource Expenses incurred or to be incurred by the Corporation in 2026, in compliance with subsection 66(12.66) of the Tax Act and, where applicable, section 359.8 of the Québec Tax Act, Resource Expenses in an amount equal to the Commitment Amount;

b. the Corporation covenants and agrees that if the Corporation fails to renounce to the Subscriber Resource Expenses in an amount equal to the Commitment Amount with an effective date of December 31, 2025, the Corporation shall indemnify and hold harmless the Subscriber and each of the partners thereof if the Subscriber is a partnership or a limited partnership (for the purposes of this paragraph each an "Indemnified Person") as to, and pay in settlement thereof to the Indemnified Person, on or before the 20th business day following March 31, 2026, an amount equal to the amount of any tax payable (within the meaning of paragraph (c) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations to the Tax Act and if applicable section 359.1R1 of the regulations to the Québec Tax Act) under the Tax Act (and any corresponding provincial tax legislation) by the Indemnified Person as a consequence of such failure to incur or renounce, as the case may be. In the event that the amount renounced by the Corporation to the Subscriber is reduced pursuant to subsection 66(12.73) of the Tax Act, and if applicable, the Québec Tax Act (or any similar provincial tax law) the Corporation shall indemnify and hold harmless each Indemnified Person as to, and pay in settlement thereof to the Indemnified Person on or before the 20th business day following the receipt by the Corporation of a copy of the notice of assessment or reassessment issued by the Canada Revenue Agency (or any similar provincial tax authority) to the Indemnified Person pursuant to which such amount of tax is determined, an amount equal to the amount of any tax (as referenced in paragraph (c) of the definition of an "excluded obligation" in subparagraph 6202.1(5) of the regulations to the Tax Act and, if applicable, section 359.1R1 of the regulations to the Québec Tax Act) payable under the Tax Act (and under any corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction; provided that notwithstanding the foregoing, this indemnity shall have no force or effect and the Subscriber shall not have any recourse or rights of action to the extent that such indemnity, recourse or rights of action would otherwise cause the Shares to be "prescribed shares" within the meaning of section 6202.1 of the regulations to the Tax Act or sections 359.1R2 to 359.1R7 of the regulations to the Québec Tax Act. To the extent that any beneficial purchaser is entitled to be indemnified hereunder and is not a signatory to this Subscription Agreement, the Subscriber shall obtain and hold the rights and benefits of this Subscription Agreement in trust for, and on behalf of, such person (provided that such person is a disclosed principal for whom the Subscriber is acting) and such person shall be entitled to enforce the provisions of this section notwithstanding that such person is not a signatory to this Subscription Agreement. The foregoing indemnity shall be in addition to any rights or remedies the Subscriber may otherwise have at common

law with respect to liabilities other than those payable under the Tax Act. The Corporation and the Subscriber acknowledge that the 2025 Québec Budget proposes to abolish the deductions with respect to CEE Incurred in Québec Eligible for an Additional Deduction and to Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction in respect of flow-through shares issued after March 25, 2025, subject to certain exceptions, (the "2025 Québec Budget Amendments") and for greater certainty, in the event the Resource Expenses renounced to the Subscriber under this Subscription Agreement do not qualify for the deductions with respect to CEE Incurred in Québec Eligible for an Additional Deduction and to Surface Mining CEE Incurred in Québec Eligible for an Additional Deduction as a result of the 2025 Québec Budget Amendments, then the Corporation shall not be liable under this Section 5.b and a Subscriber shall not have any recourse or rights of action against the Corporation, for any tax payable (or other loss incurred) as a result of the Resource Expenses not so qualifying;

c. the Corporation shall file with the CRA, and if applicable the QRA, within the time prescribed by subsection 66(12.68) of the Tax Act the form prescribed by subsection 66(12.68) of the Tax Act, and, if applicable, section 359.10 of the Québec Tax Act, together with a copy of this Subscription Agreement and any "selling instrument" contemplated by such legislation or by this Subscription Agreement and shall forthwith following such filing provide to the Subscriber a copy of such form certified by an officer of the Corporation;

d. the Corporation shall deliver to the Subscriber, by March 1, 2026, the relevant Prescribed Forms (including a Statement of Resource Expenses (T101) for each Subscriber as well as Relevé 11 forms for Subscribers resident in or otherwise subject to taxation in Québec), fully completed and executed, renouncing to the Subscriber the applicable Resource Expenses in an amount equal to the Commitment Amount with an effective date of no later than December 31, 2025, such delivery constituting the authorization of the Corporation to the Subscriber to file such Prescribed Forms with the relevant taxation authorities;

e. the Corporation shall incur and renounce Resource Expenses pursuant to this Subscription Agreement and all other agreements providing for the issue of Shares by the Corporation on the Closing Date (collectively the "Other Agreements") on a pro-rata basis based on the number of Shares issued or to be issued pursuant thereto before incurring and renouncing any expense which is CEE pursuant to any other agreement which the Corporation shall enter into subsequent to the Closing with respect to another offering and issue of any other flow-through shares of the Corporation;

f. upon the Corporation becoming aware that an amount purportedly renounced pursuant to this Subscription Agreement exceeds the amount that it is entitled to renounce under the Tax Act, the Corporation shall promptly notify the Subscriber and comply with subsection 66(12.73) of the Tax Act and, where applicable, section 359.15 of the Québec Tax Act, including the filing with the CRA, and if applicable

QRA, of the statements contemplated therein, a copy of which will be sent concurrently to the Subscriber;

g. the Corporation shall not enter into any other agreement which would prevent or restrict its ability to renounce Resource Expenses to the purchasers of Shares in the amount of the Commitment Amount;

h. if the Corporation receives, or becomes entitled to receive, or may reasonably be expected to receive, any government assistance which is described in paragraph (a) of the definition of "excluded obligation" in subsection 6202.1(5) of the regulations to the Tax Act and the receipt or entitlement or reasonable expectation to receive such government assistance has or will have the effect of reducing the amount of Resource Expenses that may validly be renounced to the Subscriber hereunder to less than the Commitment Amount, then the Corporation shall incur on or before the Termination Date sufficient additional Resource Expenses so that it is able to renounce an amount equal to the Commitment Amount to the Subscriber after accounting for government assistance. For greater certainty, to the extent the Corporation does not incur sufficient additional Resource Expenses so that it is able to renounce an amount equal to the Commitment Amount to the Subscriber after accounting for government assistance received then subsection 5.b will apply;

i. the Corporation shall use the proceeds of the issuance of the Shares for exploration activities on the Corporation's Canadian mineral properties located in Québec eligible for renunciation as Resource Expenses in accordance with the terms of this Subscription Agreement;

j. if the Corporation is required under the Tax Act, or otherwise, to reduce Resource Expenses previously renounced to the Subscriber, the reduction shall be made pro-rata based on the number of Shares issued or to be issued pursuant to this Subscription Agreement in relation to the number of Shares issued or to be issued pursuant to the Other Agreements, but the Corporation shall not reduce Resource Expenses renounced to the Subscriber under this Subscription Agreement until it has first reduced to the extent possible all CEE renounced pursuant to any agreement which the Corporation shall enter into subsequent to the Closing with respect to the issue of any other flow-through shares of the Corporation;

k. the Corporation shall timely file with the Canada Revenue Agency and any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis;

l. the Corporation undertakes not to claim the Québec Resources Credit, otherwise available under the Québec Tax Act, when its returns of income are prepared or

thereafter, unless the obtaining of such a Québec Resources Credit would not put the Corporation in an over-renunciation position; and

m. the Corporation shall keep proper and complete books, records and accounts of all Resource Expenses and charges and make such books, records and accounts available for inspection and audit by or on behalf of the Subscriber.

The Subscriber represents and warrants that the funds representing the aggregate subscription price which will be advanced by the Subscriber to the Corporation hereunder will not represent proceeds of crime for the purpose of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) (the "PCMLTF Act") and the Subscriber acknowledges that the Corporation may in the future be required by law to disclose the Subscriber's name and other information relating to this Subscription Agreement and the Subscriber's subscription hereunder, on a confidential basis, pursuant to the PCMLTF Act. To the best of the Subscriber's knowledge, none of the subscription funds to be provided hereunder (a) have been or will be obtained or derived, directly or indirectly, from or related to any activity that is deemed illegal under the laws of Canada or the United States or any other jurisdiction, or (b) are being tendered on behalf of a person or entity who has not been identified to the Subscriber. The Subscriber shall promptly notify the Corporation if the Subscriber discovers that any such representation ceases to be true, and shall provide the Corporation with appropriate information in connection therewith.
Nothing herein shall constitute or be construed to constitute a partnership of any kind whatsoever between the Subscribers or any of them and the Corporation.
This Subscription Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein.
Time shall be of the essence hereof.
The representations, warranties, obligations and agreements of the Corporation contained in this Subscription Agreement or in connection with the purchase and sale of the Shares shall survive the purchase of the Shares, the termination of this Subscription Agreement and the distribution of the Shares pursuant to the Prospectus and shall continue in full force and effect for such maximum period of time as any Subscriber may be entitled to commence an action, or exercise a right of rescission, with respect to a misrepresentation contained or incorporated by reference in the Prospectus pursuant to applicable securities laws, for the benefit of the Subscriber.
The subscriptions of the Subscribers are further subject to any rights available to the Subscribers under applicable securities laws.
This Subscription Agreement shall be binding on and enure to the benefit of the Subscribers and the Corporation and their respective heirs, executors, administrators, successors and assigns.

DATED as of the _ day of _______, 2025.

[•]
as the duly authorized agent of the
Subscribers

Per: ____

This Subscription Agreement is accepted and agreed to by the Corporation as of the __
day of __, 2025.

ABITIBI METALS CORP.

Per: ____
Name:
Title:

EXHIBIT "A" TO SCHEDULE B OF THE SUBSCRIPTION AND RENUNCIATION AGREEMENT

Name and Address of Subscriber	Social Insurance, Corporate Tax Account or Tax Shelter Number	Number of Shares Subscribed For	Aggregate Subscription Amount

AI assistant

Abitibi Metals Share Issue/Capital Change 2025

47850_rns_2025-03-31_a9cda04f-c33c-495d-8459-7d8fb66c8a91.pdf

UNDERWRITING AGREEMENT

Attention: Jon Deluce, President, Chief Executive Officer and Director

2. Compliance with Securities Laws

3. Due Diligence

4. Restrictions on Sale

13. Delivery of Purchase Price, Underwriting Fee and Offered Securities

14. Delivery of Offered Securities

15. Conditions to Underwriters' Obligation to Purchase

(a) Delivery of Opinions

16. Rights of Termination

(a) Regulatory Proceedings Out

(b) Disaster Out

(c) Material Change or Change in Material Fact Out

19. Conditions

20. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

22. Time

23. Governing Law

24. Over-Allotment

25. Notice

26. Action by Underwriters

27. Publicity

28. Underwriters' Activities

29. No Advisory or Fiduciary Responsibility

30. Severability

31. Entire Agreement

32. Counterparts

33. U.S. Offers

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

SCHEDULE A

UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Corporation

EXHIBIT A TO SCHEDULE A UNDERWRITERS' CERTIFICATE

ABITIBI METALS CORP.

AI assistant

Abitibi Metals — Share Issue/Capital Change 2025

47850_rns_2025-03-31_a9cda04f-c33c-495d-8459-7d8fb66c8a91.pdf

UNDERWRITING AGREEMENT

Attention: Jon Deluce, President, Chief Executive Officer and Director

2. Compliance with Securities Laws

3. Due Diligence

4. Restrictions on Sale

13. Delivery of Purchase Price, Underwriting Fee and Offered Securities

14. Delivery of Offered Securities

15. Conditions to Underwriters' Obligation to Purchase

(a) Delivery of Opinions

16. Rights of Termination

(a) Regulatory Proceedings Out

(b) Disaster Out

(c) Material Change or Change in Material Fact Out

19. Conditions

20. Obligations to Purchase

(a) Obligation of Underwriters to Purchase

(b) Purchases by Other Underwriters

22. Time

23. Governing Law

24. Over-Allotment

25. Notice

26. Action by Underwriters

27. Publicity

28. Underwriters' Activities

29. No Advisory or Fiduciary Responsibility

30. Severability

31. Entire Agreement

32. Counterparts

33. U.S. Offers

RAYMOND JAMES LTD.

STIFEL NICOLAUS CANADA INC.

SCHEDULE A

UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Corporation

EXHIBIT A TO SCHEDULE A UNDERWRITERS' CERTIFICATE

ABITIBI METALS CORP.

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Abitibi Metals Share Issue/Capital Change 2025