Anacortes Mining Corp. - Merger & Acquisition 2021

FIRST LIGHT CAPITAL CORP.

and

NEW OROPERU RESOURCES INC.

and

1310612 B.C. LTD.

and 1310620 B.C. LTD.

ARRANGEMENT AGREEMENT

June 16, 2021

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ARTICLE	1 INTERPRETATION ..................................................................................................... 2
1.1	Defined Terms.......................................................................................................................... 2
1.2	Certain Rules of Interpretation............................................................................................. 14
1.3	Schedules................................................................................................................................ 15
ARTICLE	2 THE ARRANGEMENT .............................................................................................. 15
2.1	Arrangement........................................................................................................................... 15
2.2	Interim Order........................................................................................................................... 15
2.3	The New Oroperu Meeting................................................................................................... 16
2.4	The New Oroperu Circular.................................................................................................... 17
2.5	U.S. Securities Law Matters................................................................................................. 18
2.6	Final Order.............................................................................................................................. 19
2.7	Court Proceedings................................................................................................................. 19
2.8	No Fractional Shares............................................................................................................. 20
2.9	Arrangement Filings and Effective Date............................................................................. 20
2.10	New Oroperu Board Approval.............................................................................................. 20
2.11	First Light Shareholder Meeting........................................................................................... 21
2.12	Announcement and Shareholder Communications.......................................................... 21
2.13	List of Shareholders............................................................................................................... 22
2.14	Filing Statement...................................................................................................................... 22
ARTICLE	3 REPRESENTATIONS AND WARRANTIES ............................................................ 23
3.1	Representations and Warranties of New Oroperu............................................................ 23
3.2	Representations and Warranties of First Light.................................................................. 23
ARTICLE	4 COVENANTS ............................................................................................................ 23
4.1	Covenants of New Oroperu Regarding the Conduct of Business until the Effective Time
	23
4.2	Covenants of New Oroperu Regarding the Arrangement................................................ 26
4.3	Covenants of First Light Regarding the Conduct of Business until the Effective Time27
4.4	Covenants of First Light Regarding the Arrangement...................................................... 29
4.5	Mutual Covenants.................................................................................................................. 30
4.6	New Oroperu Options............................................................................................................ 31
4.7	Access to Information; Confidentiality................................................................................. 33
4.8	Notice and Cure Provisions.................................................................................................. 34
4.9	Insurance and Indemnification............................................................................................. 34
ARTICLE	5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION ......................... 35
5.1	Non-Solicitation...................................................................................................................... 35
5.2	Notification of Acquisition Proposals................................................................................... 36
5.3	Responding to an Acquisition Proposal.............................................................................. 37
5.4	Right to Match......................................................................................................................... 37
5.5	Breach by Subsidiaries and Representatives.................................................................... 39
ARTICLE	6 CONDITIONS ............................................................................................................ 39
6.1	Mutual Conditions Precedent............................................................................................... 39
6.2	Additional Conditions Precedent to the Obligations of First Light................................... 40
6.3	Additional Conditions Precedent to the Obligations of New Oroperu............................ 41

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6.4	Satisfaction of Conditions..................................................................................................... 42
ARTICLE	7 TERM AND TERMINATION...................................................................................... 42
7.1	Term......................................................................................................................................... 42
7.2	Termination............................................................................................................................. 42
7.3	Effect of Termination/Survival.............................................................................................. 44
ARTICLE	8 GENERAL PROVISIONS .......................................................................................... 44
8.1	Amendments........................................................................................................................... 44
8.2	Termination Fee and Expense Fee..................................................................................... 45
8.3	Expenses................................................................................................................................. 46
8.4	Notices..................................................................................................................................... 46
8.5	Time of the Essence.............................................................................................................. 47
8.6	Injunctive Relief...................................................................................................................... 47
8.7	Third Party Beneficiaries....................................................................................................... 48
8.8	Waiver...................................................................................................................................... 48
8.9	Entire Agreement................................................................................................................... 48
8.10	Successors and Assigns....................................................................................................... 48
8.11	Severability.............................................................................................................................. 49
8.12	Governing Law........................................................................................................................ 49
8.13	Rules of Construction............................................................................................................ 49
8.14	No Liability............................................................................................................................... 49
8.15	Language................................................................................................................................. 49
8.16	Counterparts........................................................................................................................... 49

SCHEDULES

Schedule A - Plan of Arrangement Appendix A – Closing Certificate
Schedule B - Arrangement Resolution Schedule C - Representations and Warranties of New Oroperu Schedule D - Representations and Warranties of First Light

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ARRANGEMENT AGREEMENT

THIS ARRANGEMENT AGREEMENT (“ Agreement ”) made as of the 16th day of June, 2021.

AMONG:

FIRST LIGHT CAPITAL CORP. , a company incorporated under the laws of British Columbia,

(hereinafter referred to as “ First Light ”)

AND:

NEW OROPERU RESOURCES INC. , a company incorporated under the laws of British Columbia,

(hereinafter referred to as “ New Oroperu ”)

AND:

1310620 B.C. LTD. , a company incorporated under the laws of British Columbia,

(hereinafter referred to as “Subco” )

AND:

1310612 B.C. LTD. , a company incorporated under the laws of British Columbia,

(hereinafter referred to as “Finco” and, collectively with First Light, New Oroperu, and Subco, the “ Parties ” and each, a “ Party ”)

WHEREAS:

A. First Light proposes to acquire all of the issued and outstanding New Oroperu Shares in exchange for First Light Shares on the basis of the Exchange Ratio (the “ Transaction ”);
B. In connection with the Transaction, First Light will effect the Consolidation, the Name Change and the Amalgamation;
C. In connection with the Transaction, Finco will complete the Concurrent Financing;
D. First Light and New Oroperu intend that the acquisition of New Oroperu by First Light be carried out under the arrangement provisions of Part 9, Division 5 of the Business Corporations Act (British Columbia);
E. The New Oroperu Board has unanimously determined, after receipt of the Fairness Opinion and other financial and legal advice, that the Consideration is fair, from a financial point of view, to the New Oroperu Shareholders and that the Arrangement is in the best interests of New Oroperu and the New Oroperu Board has unanimously resolved, subject to the terms of this Agreement,

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to recommend that the New Oroperu Securityholders vote in favour of the Arrangement Resolution;

F. First Light has entered into Voting Agreements with each of the Locked-Up Shareholders pursuant to which, among other things, each Locked-Up Shareholder has agreed to vote in favour of the Arrangement Resolution all securities of New Oroperu now held or hereafter acquired by them that are entitled to vote on the matter, on the terms and subject to the conditions set forth in such Voting Agreements;
G. The Parties intend that the issuance of the Consideration Shares shall be exempt from the registration requirements of the U.S. Securities Act (as defined herein) pursuant to Section 3(a)(10) thereof and applicable U.S. state securities laws in reliance upon such exemptions as may be available therefrom; and
H. The Arrangement is intended to be the Qualifying Transaction for First Light.

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby mutually acknowledged), the Parties hereto do hereby covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

Wherever used in this Agreement, unless there is something inconsistent in the subject matter or context, the following capitalized words and terms will have the meanings set out below, and in addition certain other words and terms are defined in the Plan of Arrangement:

“ Action ” means, with respect to any Person, any litigation, legal action, lawsuit, claim, audit, arbitration or other proceeding (whether civil, administrative, quasi-criminal or criminal) before any Governmental Authority against such Person or its business or affecting any of its assets.

“ Acquisition Proposal ” means, other than the transactions contemplated by this Agreement and other than any transaction involving only New Oroperu and/or one or more of its whollyowned Subsidiaries, any offer, proposal or inquiry (written or oral) from any Person or group of Persons other than First Light (or any affiliate of First Light or any Person acting in concert with First Light or any affiliate of First Light) after the date of this Agreement relating to:

(a) any sale (or any lease, long-term supply agreement or other arrangement having the same economic effect as a sale) or other disposition (including any assignment, option, joint venture, or earn in, royalty interest, streaming arrangement or similar transaction), direct or indirect, in a single transaction or a series of related transactions, of assets representing 20% or more of the consolidated assets, or contributing 20% or more of the consolidated revenue of New Oroperu and the Subsidiaries of New Oroperu, in each case taken as a whole, or of 20% or more of any class of voting, equity or other securities or any securities exchangeable for or convertible into voting, equity or other securities of New Oroperu and the Subsidiaries of New Oroperu (or rights or interests therein or thereto) whose assets constitute 20% or more of the fair market value of the consolidated assets of New Oroperu and its Subsidiaries;

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(b) any direct or indirect take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in a Person or group of Persons beneficially owning 20% or more of any class of voting, equity or other securities (including securities convertible into or exercisable or exchangeable for voting, equity or other securities) of New Oroperu or any of its Subsidiaries whose assets, individually or in the aggregate, constitute 20% of more of the fair market value of the consolidated assets of New Oroperu, taken as a whole;
(c) any plan of arrangement, merger, amalgamation, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution, winding up or exclusive license or other similar transaction involving New Oroperu or the Subsidiaries of New Oroperu pursuant to which any Person or group of Persons would acquire, directly or indirectly, 20% or more of the voting or equity securities of New Oroperu or the surviving entity or the resulting direct or indirect parent of New Oroperu or the surviving entity; or
(d) any other similar transaction or series of related transactions involving New Oroperu or any of the Subsidiaries of New Oroperu.

“ Agreement ” means this arrangement agreement, together with the Schedules attached hereto, as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“ affiliate ” has the meaning specified in National Instrument 45-106 – Prospectus Exemptions.

“Amalgamation” means the three-cornered amalgamation of Subco, Finco and First Light in which Subco and Finco will amalgamate immediately prior to the Effective Time and First Light will issue pre-Consolidation First Light Shares and First Light Warrants to the Finco Shareholders and Finco Warrantholders, respectively in exchange for their Finco Shares and Finco Warrants.

“Amalgamation Agreement” means the written amalgamation agreement dated June 16, 2021, between First Light, Subco and Finco pursuant to which First Light, Subco and Finco will complete the Amalgamation.

“Anacortes Directors” means the five nominees to be elected at the First Light Meeting, four of whom are to be nominated by the First Light Board of Directors and one of whom is to be nominated by the New Oroperu Board, all of whom are to be elected on the basis that they will take office at the Effective Time.

“ Arrangement ” means an arrangement under Part 9, Division 5 of the BCBCA, on the terms and conditions set forth in the Plan of Arrangement, subject to any amendments or supplement thereto made in accordance with this Agreement and the provisions of the Plan of Arrangement or made at the direction of the Court in the Final Order.

“ Arrangement Resolution ” means the Special Resolution of New Oroperu Securityholders approving the Arrangement and presented at the New Oroperu Meeting substantially in the form of Schedule B.

“ Arrangement Filings ” means the filings, if any, that may be required under Section 292 of the BCBCA to be made by New Oroperu with the Registrar in order for the Arrangement to be effective.

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“ associate ” has the meaning specified in the Securities Act (British Columbia).

“Aurifera” means Aurifera Tres Cruces S.A., a wholly-owned Peruvian subsidiary of New Oroperu.

“ Authorization ” means with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Authority having jurisdiction over the Person.

“Barrick Agreement” means the Share Purchase Option and Joint Participation Agreement among New Oroperu, S.A. Mining Ventures Ltd., T.C. Mining Inc., Aurifera, Minera Barrick, Pan American Silver Corp. and Pan American Silver (Barbados) Corp. dated May 31, 2002.

“Barrick Information” means the data, sample pulps, drill core, rejects, reports, maps, drill logs, assay sheets, QA/QC information, surveys, photos and similar property pertaining to the Tres Cruces Property obtained or created by Barrick or any of its affiliates during the course of conducting activities pursuant to the Barrick Agreement or the Mining Agreement which is in New Oroperu’s possession as of the date hereof or which comes into New Oroperu’s possession between the date hereof and the Effective Date.

“ BCBCA ” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

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

“ CFPOA ” has the meaning ascribed thereto in Schedule C.

“ Change in Recommendation ” has the meaning specified in Section 7.2(d)(ii) of this Agreement.

“Change of Control Payments” means the change of control payments to officers and directors of New Oroperu listed in the New Oroperu Disclosure Letter.

“ Closing Certificate ” has the meaning ascribed thereto in the Plan of Arrangement.

“Concurrent Financing” means the private placement offering of Subscription Receipts of Finco at a price of $0.40 per Subscription Receipt for minimum gross proceeds of $17,500,000.

“ Consideration ” means the consideration to be received by the New Oroperu Shareholders pursuant to the Plan of Arrangement as consideration for their New Oroperu Shares, consisting of five and eight hundred fifteen thousandths (5.815) First Light Shares, pre-Consolidation, for each one (1) New Oroperu Share (the “ Exchange Ratio ”).

“ Consideration Shares ” means the pre-Consolidation First Light Shares to be issued to the New Oroperu Shareholders in exchange for their New Oroperu Shares pursuant to the Plan of Arrangement.

“Consolidation” means the consolidation of the First Light Shares, immediately following the issuance of the Consideration Shares and the First Light Shares issued to the Finco Shareholders in the Amalgamation, on the basis of six (6) pre-consolidation First Light Shares for each one (1) post-consolidation First Light Share.

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“ Constating Documents ” means notice of articles, amalgamation, or continuation (or the equivalent), as applicable, and articles and all amendments to such articles.

“ Contract ” means any legally binding agreement, commitment, engagement, contract, franchise, licence, obligation or undertaking (written or oral) to which a Party or any of its Subsidiaries is a party or by which it or any of its Subsidiaries is bound or affected or to which any of their respective properties or assets is subject.

“ Court ” means the Supreme Court of British Columbia.

“ CPC ” means a capital pool company under the policies of the TSXV.

“ Depositary ” means Computershare Investor Services Inc., or any other depositary or trust company, bank or financial institution agreed to between First Light and New Oroperu for the purpose of, among other things, exchanging certificates representing New Oroperu Shares for First Light Shares in connection with the Arrangement.

“ Dissent Rights ” means the rights of dissent exercisable by New Oroperu Shareholders in respect of the Arrangement Resolution as described in the Plan of Arrangement.

“ DRS Statement ” means, in relation to First Light Share or New Oroperu Shares, written evidence of the book entry issuance or holding of such share issued to the holder by the transfer agent of such shares.

“ Effective Date ” means the date upon which the Arrangement becomes effective as provided in the Plan of Arrangement.

“ Effective Time ” has the meaning ascribed thereto in the Plan of Arrangement.

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

“ Environmental Law ” means all Law and agreements with Governmental Authorities and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Law, agreements or other statutory requirements.

“Escrow Agreement” has the meaning specified in Section 6.2(g) of this Agreement.

“ Exchange Ratio ” has the meaning specified in the definition of Consideration.

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

“Expense Fee” means $200,000.

“ Fairness Advisor ” means Echelon Wealth Partners Inc.

“ Fairness Opinion ” has the meaning set out in Section 2.10(a).

“ FCPA ” has the meaning ascribed thereto in Schedule C.

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“ Filing Statement ” means the filing statement of First Light to be prepared and filed in accordance with TSXV Policy 2.4 – Capital Pool Companies in respect of the Transaction.

“ Final Order ” means the final order of the Court, after a hearing on the fairness of the terms and conditions of the Arrangement, in a form acceptable to both New Oroperu and First Light, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both New Oroperu and First Light, each acting reasonably) at any time prior to the Effective Date or, if appealed, then unless such appeal is withdrawn or denied, as affirmed or as amended (provided that any such amendment is acceptable to both New Oroperu and First Light, each acting reasonably) on appeal.

“Finco” has the meaning ascribed thereto on the first page of this Agreement.

“ Finco Shares ” means the common shares in the capital of Finco as presently constituted and to be issued upon conversion of the Subscription Receipts.

“Finco Shareholders” means the holders of Finco Shares following conversion of the Subscription Receipts.

“Finco Warrants” means the Finco Warrants to be issued upon conversion of the Subscription Receipts.

“ First Light ” means First Light Capital Corp., a corporation incorporated under the laws of British Columbia.

“First Light Meeting” means the annual and special meeting of First Light Shareholders, including any adjournment or postponement thereof, to be called and held by First Light for the purpose of, among other things, setting the number of directors at five, electing the Anacortes Directors, and approving the Consolidation and the Name Change pursuant to Section 2.11 of this Agreement.

“First Light Options” means the First Light Options to be exchanged for New Oroperu Options pursuant to Section 4.6 of this Agreement.

“ First Light Shareholders ” means the holders of First Light Shares, as the context requires.

“ First Light Shares ” means the common shares in the capital of First Light as presently constituted.

“First Light Warrants” means the First Light Warrants to be exchanged for Finco Warrants in the Amalgamation.

“ Governmental Authority ” means:

(i) any international, multinational, national, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau, ministry, agency or instrumentality, domestic or foreign;
(ii) any subdivision or authority of any of the above;

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(iii) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing, or
(iv) any stock exchange, including, for clarity, the TSXV.

“ IFRS ” means generally accepted accounting principles as set out in the Canadian Institute of Chartered Accountants Handbook – Accounting for an entity that prepares its financial statements in accordance with International Financial Reporting Standards, at the relevant time, applied on a consistent basis.

“ Indemnified Persons ” has the meaning specified in Section 8.7(a).

“ Intellectual Property ” means domestic and foreign licenses for or other rights to use, any inventions, patent applications, patents, trade-marks (both registered and unregistered), trade names, copyrights, trade secrets and other proprietary information of New Oroperu or any of its Subsidiaries:

“ Interim Order ” means the interim order of the Court pursuant to Section 291 of the BCBCA to be issued following application therefor contemplated by Section 2.2 of this Agreement, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to First Light Shares to be issued pursuant to the Arrangement, in a form acceptable to both New Oroperu and First Light, each acting reasonably, providing for, among other things, the calling and holding of the New Oroperu Meeting, as such order may be amended, supplemented or varied by the Court with the consent of both New Oroperu and First Light, each acting reasonably.

“ Law ” means, with respect to any Person, any and all applicable law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement, whether domestic or foreign, enacted, adopted, promulgated or applied by a Governmental Authority, including any applicable Law, that is binding upon or applicable to such Person or its business, undertaking, property or securities, and to the extent that they have the force of law, policies, guidelines, notices and protocols of any Governmental Authority, as amended.

“ Locked-up Shareholders ” means all of the directors and officers of New Oroperu, and “Locked-Up Shareholder” means any one of them.

“Marketing Materials” has the meaning specified in Section 2.14(b).

“ Matching Period ” has the meaning specified in Section 5.4(a)(v).

“ Material Adverse Effect ” means, in respect of any Party, as applicable, any one or more changes, events, occurrences or states of fact, which, either individually or in the aggregate, are, or would reasonably be expected to have, a material and adverse effect on the business, operations, results of operations, properties, assets, liabilities, or condition (financial or otherwise) of that Party and its Subsidiaries, on a consolidated basis, other than any change, effect, event, occurrence or state of facts:

(i) relating to any change in global, national or regional political conditions (including the outbreak or escalation of war, acts of terrorism, strikes, lockouts, riots or outbreaks of illness) or the global economy or securities markets in general;

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(ii) affecting the mining industry in general;
(iii) relating to any natural disaster;
(iv) relating to any adoption, proposal, implementation or change in Law or any interpretation of Law by any Governmental Authority;
(v) relating to any generally applicable change in applicable accounting principles, including IFRS;
(vi) relating to a change in the market trading price of publicly traded securities of that Party, it being understood that the causes underlying such change may be taken into account in determining whether a “Material Adverse Effect” has occurred;
(vii) relating to the failure in and of itself to meet any internal, third party or public projections, forecasts or guidance or estimates of revenues, earnings or cash flows, it being understood that the causes underlying such failure may be taken into account in determining whether a Material Adverse Effect has occurred;
(viii) relating to any action taken (or omitted to be taken) by New Oroperu that is consented to, or requested, in writing by First Light;
(ix) relating to any matter which has been disclosed by New Oroperu in the New Oroperu Disclosure Letter; or
(x) resulting from the announcement of this Agreement, the pendency of the transactions contemplated herein or compliance with the covenants herein or the satisfaction of the conditions herein;

provided, however, that if a change, effect, event, occurrence or state of facts referred to in clauses (i) through to and including (v) has a materially disproportionate effect on that Party and its Subsidiaries, on a consolidated basis, relative to other comparable companies and entities operating in the mineral resource extraction industries, such effect may be taken into account in determining whether a Material Adverse Effect has occurred; and provided that references in this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, interpretive of the amount used for the purpose of determining whether a Material Adverse Effect has occurred or whether a state of facts exists that has or could have a Material Adverse Effect.

“ Material Contract ” means, in respect of a Party, any Contract to which such Party or any of its Subsidiaries is a party or its or their respective assets are bound which:

(i) if terminated, breached or not renewed would or would reasonably be expected to have a Material Adverse Effect with respect to such Party;
(ii) relates to the purchase of materials, supplies, equipment or services involving payments, individually or in the aggregate, in excess of $25,000 over the life of such Contract;
(iii) relates directly or indirectly (including any guarantees or similar obligations) to indebtedness (currently outstanding or which may become outstanding) for borrowed money in excess of $25,000 in the aggregate;

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(iv) under which such Party or any of its Subsidiaries is obligated to make or expects to receive payments on an annual basis in excess of $25,000 or in excess of $25,000 over the remaining term;
(v) limits or restricts in any material respect (A) the ability of such Party or any of its Subsidiaries to engage in any line of business or carry on business in any geographic area, (B) the ability of Party or any of its Subsidiaries to solicit or hire any Person, or (C) the scope of Persons to whom such Party or any of its Subsidiaries may sell products or deliver services;
(vi) contemplates an exclusive business relationship between a Party and any other Person;
(vii) gives another Person the right to purchase or license an unlimited quantity or volume of, or enterprise-wide scope of use of, that Party’s products or services (or licenses to that Party’s products or services) for a fixed aggregate price at no additional charge, or under which that Party grants most-favored customer pricing, rights of first refusal or similar rights or terms to any Person;
(viii) relates to any joint venture, strategic alliance, partnership or sharing of profits, revenue or proprietary information or similar arrangement that is material to such Party and its Subsidiaries, on a consolidated basis; or
(ix) remains in full force and effect and has been filed with the Securities Authorities as a Material Contract in accordance with applicable Securities Laws.

“ Material Information ” has the meaning specified in Policy 3.3 (Timely Disclosure) of the TSX Venture Exchange Corporate Finance Manual.

“Minera Barrick” means Minera Barrick Misquichilca S.A., a wholly-owned subsidiary of Barrick Gold Corporation.

“Mining Agreement” means that certain Mining Assignment Agreement between Aurifera and Minera Barrick dated December 18, 2006 in which Aurifera assigned the mining concessions comprising the Tres Cruces Property to Minera Barrick for the limited purpose of conducting mineral exploration activities thereon.

“ MI 61-101 ” means Multilateral Instrument 61-101 – Protection of Minority Securityholders in Special Transactions .

“ Misrepresentation ” means an untrue statement of a material fact or an omission to state a material fact required or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made.

“ Money Laundering Laws has the meaning ascribed thereto in Schedule C.

“Name Change” means the change of name of First Light to “Anacortes Mining Corp.” or such other name as determined by First Light and approved by the Exchange.

“ New Oroperu ” means New Oroperu Resources Inc., a corporation incorporated under the laws of British Columbia.

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“ New Oroperu Board ” means the board of directors of New Oroperu as constituted from time to time.

“ New Oroperu Board Recommendation ” has the meaning ascribed thereto in Section 2.4(b)(i).

“ New Oroperu Circular ” means the notice of the New Oroperu Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to the New Oroperu Shareholders in connection with the New Oroperu Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of this Agreement.

“ New Oroperu Disclosure Letter ” means the disclosure letter dated the date of this Agreement and delivered by New Oroperu to First Light with this Agreement.

“ New Oroperu Employees ” means the employees of New Oroperu and the Subsidiaries of New Oroperu.

“ New Oroperu Meeting ” means the special meeting of New Oroperu Shareholders, including any adjournment or postponement of such special meeting in accordance with the terms of this Agreement, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the New Oroperu Circular.

“ New Oroperu Options ” means the outstanding options to purchase New Oroperu Shares issued pursuant to the New Oroperu Option Plan, as listed in Schedule 10(b) of the New Oroperu Disclosure Letter.

“ New Oroperu Optionholders ” means the holders of the New Oroperu Options, and New Oroperu Optionholder means any one of them.

“ New Oroperu Option In-The Money Amount ” in respect of a New Oroperu Option means the amount, if any, by which the total fair market value (determined immediately before the Effective Time) of the New Oroperu Shares that a holder is entitled to acquire on exercise of the New Oroperu Option immediately before the Effective Time exceeds the amount payable to acquire such shares.

“ New Oroperu Option Plan ” means the New Oroperu Incentive Option Plan, which was adopted by New Oroperu on September 14, 2020 and most recently approved by New Oroperu Shareholders on October 22, 2020, pursuant to which the New Oroperu Options were granted.

“ New Oroperu Properties ” has the meaning ascribed thereto in Schedule C.

“ New Oroperu Securityholders ” means collectively, the New Oroperu Shareholders, the New Oroperu Optionholders and the New Oroperu Warrantholders.

“ New Oroperu Shareholders ” means the holders of the New Oroperu Shares other than First Light, as the context requires, and New Oroperu Shareholder means any one of them.

“ New Oroperu Shares ” means the common shares in the capital of New Oroperu as presently constituted.

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“New Oroperu Warrants” means the outstanding warrants to purchase New Oroperu Shares, as listed in Schedule 10(b) of the New Oroperu Disclosure Letter.

“ OFAC ” has the meaning ascribed thereto in Schedule C.

“ officer ” has the meaning specified in the Securities Act (British Columbia).

“ Ordinary Course ” means, with respect to an action, that such action is consistent with the past practices of a Party and is taken in the ordinary course of the normal day-to-day operations of the business of that Party.

“ Outside Date ” means November 30, 2021 or such later date as may be agreed to in writing by the Parties.

“ Parties ” means First Light and New Oroperu and “ Party ” means any one of them.

“ Person ” includes any individual, partnership, association, body corporate, organization, trust, estate, trustee, executor, administrator, legal representative, government (including Governmental Authority), syndicate or other entity, whether or not having legal status.

“ Plan of Arrangement ” means the plan of arrangement, substantially in the form of Schedule A, subject to any amendments or variations to such plan made in accordance with Section 8.1 or made at the direction of the Court in the Final Order with the prior written consent of New Oroperu and First Light, each acting reasonably.

“ Privacy Laws ” has the meaning ascribed thereto in Schedule C.

“ Public Record ” means the information relating to First Light or New Oroperu, as applicable, contained in all press releases, material change reports, financial statements and related management’s discussion and analysis, information circulars and all other documents of First Light or New Oroperu, as applicable, which have been filed on SEDAR.

“ Qualifying Transaction ” has the meaning ascribed to that term in TSXV Policy 2.4 Capital Pool Companies .

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

“ Regulatory Approval ” means any consent, waiver, permit, exemption, review, order, decision or approval of, or any registration and filing with, any Governmental Authority, or the expiry, waiver or termination of any waiting period imposed by Law or a Governmental Authority, in each case in connection with, or required to lawfully complete, the Arrangement.

“ Replacement Option ” has the meaning specified in Section 4.6.

“ Replacement Option In-The Money Amount ” in respect of a Replacement Option means the amount, if any, by which the total fair market value (determined immediately after the Effective Time) of the First Light Shares that a holder is entitled to acquire on exercise of the Replacement Option at and from the Effective Time exceeds the amount payable to acquire such shares.

“ Representatives ” has the meaning specified in Section 5.1(a).

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“ Required Approval ” has the meaning specified in Section 2.2(d).

“ Securities Authority ” means the British Columbia Securities Commission and any other applicable securities commissions or securities regulatory authority of a province or territory of Canada.

“ Securities Law ” means the Securities Act (British Columbia) and any other applicable provincial securities Law, together with the rules and regulations published under such laws.

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

“Subco” has the meaning ascribed thereto on the first page of this Agreement.

“ Subscription Receipt s” means subscription receipts of Finco issuable pursuant to the Concurrent Financing each of which will automatically convert into one Finco Share and one half of one Finco Warrant upon satisfaction of the escrow release conditions set forth in the Subscription Receipt Agreement.

“ Subscription Receipt Agreement ” means the subscription receipt agreement to be entered into by First Light, Subco, Finco and Computershare Trust Company of Canada, in its capacity as subscription receipt agent, to be dated as of the date of the closing of the Concurrent Financing.

“ Subsidiary ” means, with respect to a person, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such person and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary.

“ Superior Proposal ” means any unsolicited bona fide written Acquisition Proposal from a Person to acquire not less than all of the outstanding New Oroperu Shares or all or substantially all of the assets of New Oroperu on a consolidated basis, that did not result from or involve a breach of Article 5:

(i) is reasonably capable of being completed without undue delay, taking into account all financial, legal, regulatory and other aspects of such proposal and the Person making such proposal;
(ii) is not subject to any financing contingency and in respect of which adequate arrangements have been made to the satisfaction of the New Oroperu Board, after receiving advice from its outside legal and financial advisor;
(iii) that is not subject to any due diligence or access condition; and
(iv) that the New Oroperu Board determines, in its good faith judgment, after receiving the advice of its outside legal advisor and financial advisors, and after taking into account all the terms and conditions of the Acquisition Proposal, including all legal, financial, regulatory and other aspects of such Acquisition Proposal and the party making such Acquisition Proposal, would, if consummated in accordance with its terms, but without assuming away the risk of non-completion, result in a transaction which is more favourable, from a financial point of view, to the New Oroperu Shareholders than the

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Arrangement (including any amendments to the terms and conditions of the Arrangement proposed by First Light in accordance with this Agreement).

“ Superior Proposal Notice ” has the meaning specified in Section 5.4(a)(iii).

“ Tax Act ” means the Income Tax Act (Canada) and the regulations made thereunder as now in effect and as they may be promulgated or amended from time to time.

“ Tax Returns ” means any and all returns, reports, declarations, elections, notices, forms, designations, filings, and statements (including estimated tax returns and reports, withholding tax returns and reports, and information returns and reports) filed or required to be filed in respect of Taxes.

“ Taxes ” means:

(i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis, including those levied on, or measured by, or described with respect to, income, gross receipts, profits, gains, windfalls, capital, capital stock, production, recapture, transfer, land transfer, license, gift, occupation, wealth, environment, net worth, indebtedness, surplus, sales, goods and services, harmonized sales, use, value-added, excise, special assessment, stamp, withholding, business, franchising, real or personal property, health, employee health, payroll, workers’ compensation, employment or unemployment, severance, social services, social security, education, utility, surtaxes, customs, import or export, and including all license and registration fees and all employment insurance, health insurance and government pension plan premiums or contributions;
(ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Authority on or in respect of amounts of the type described in clause (i) above or this clause (ii);
(iii) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of being a member of an affiliated, consolidated, combined or unitary group for any period; and
(iv) any liability for the payment of any amounts of the type described in clauses (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of being a transferee or successor in interest to any party.

“ Termination Fee ” means the sum of $2,500,000.

“ Tres Cruces Property ” means the Tres Cruces property owned by Aurifera, located in north central Peru approximately 100 kilometers east of the City of Trujillo, Peru and more particularly described in the New Oroperu Disclosure Letter.

“ TSXV ” means the TSX Venture Exchange.

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

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“ Voting Agreements ” means the voting agreements dated the date hereof and made between First Light and the Locked-up Shareholders.

1.2 Certain Rules of Interpretation

In this Agreement, unless otherwise specified:

(a) Headings, etc . The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the construction or interpretation of this Agreement.
(b) Currency . All references to dollars or to $ are references to Canadian dollars.
(c) Gender and Number . Any reference to gender includes all genders. Words importing the singular number only include the plural and vice versa .
(d) Certain Phrases and References, etc . The words “ including ”, “ includes ” and “ include ” mean “ including ( or includes or include ) without limitation ,” and “ the aggregate of ”, “ the total of ”, “ the sum of ”, or a phrase of similar meaning means “ the aggregate (or total or sum ), without duplication, of .” Unless stated otherwise, “ Article ”, “ Section ”, and “ Schedule ” followed by a number or letter mean and refer to the specified Article or Section of or Schedule to this Agreement. The term “ Agreement ” and any reference in this Agreement to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and includes all schedules to it.
(e) Capitalized Terms . All capitalized terms used in any Schedule or in the New Oroperu Disclosure Letter have the meanings ascribed to them in this Agreement.
(f) Knowledge . Where any representation or warranty is expressly qualified by reference to the knowledge of New Oroperu or First Light, it shall be deemed to refer to the actual knowledge, after making reasonable inquiries regarding the relevant matter, of the senior officers of New Oroperu or First Light, as the case may be.
(g) Accounting Terms . All accounting terms are to be interpreted in accordance with IFRS and all determinations of an accounting nature required to be made shall be made in a manner consistent with IFRS.
(h) Statutes . Any reference to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended or reenacted, unless stated otherwise.
(i) Computation of Time . A period of time is to be computed as beginning on the day following the event that began the period and ending at 4:30 p.m. on the last day of the period, if the last day of the period is a Business Day, or at 4:30 p.m. on the next Business Day if the last day of the period is not a Business Day.
(j) Time References . References to time are to local time, Vancouver, British Columbia.
(k) Subsidiaries . To the extent any warranties, covenants or agreements relate, directly or indirectly, to a Subsidiary of New Oroperu or First Light, each such provision shall be

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construed as a covenant by New Oroperu of First Light, as applicable, to cause (to the fullest extent to which it is legally capable) such Subsidiary to perform the required action.

1.3 Schedules

(a) The schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.
(b) The New Oroperu Disclosure Letter and all information contained in it is confidential information and may not be disclosed unless:
(i) it is required to be disclosed pursuant to Law, unless such Law permits the Parties to refrain from disclosing the information for confidentiality or other purposes; or
(ii) a Party needs to disclose it in order to enforce or exercise its rights under this Agreement.

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

New Oroperu and First Light agree that the Arrangement will be implemented in accordance with and subject to the terms and conditions of this Agreement and the Plan of Arrangement. Without limitation to the foregoing, at the Effective Time, the Plan of Arrangement shall become effective with the result that, among other things, First Light will become the holder of all the outstanding New Oroperu Shares.

2.2 Interim Order

As soon as reasonably practicable following the execution of this Agreement, but in any event on or before July 31, 2021, (provided however that should Court operations again become restricted due to the COVID-19 pandemic the foregoing date may be extended until the earlier of (i) the date on which the Court grants a telephonic or other remote means of hearing the motion for the Interim Order, and (ii) the earliest possible date on which the Court grants a hearing date for the motion for the Interim Order once it resumes normal operations) New Oroperu shall apply to the Court and, in cooperation with First Light, prepare, file and diligently pursue an application for the Interim Order, which shall provide, among other things:

(a) for the date on which the New Oroperu Meeting will be set;
(b) for the class of persons to whom notice is to be provided in respect of the Arrangement and the New Oroperu Meeting and for the manner in which such notice is to be provided;
(c)
for confirmation of the record date for the New Oroperu Meeting;
(d) that the required level of approval (the “ Required Approval ”) for the Arrangement Resolution shall be (i) two-thirds of the votes cast on the Arrangement Resolution by New Oroperu Shareholders present in person or represented by proxy at the New Oroperu Meeting, (ii) two-thirds of the votes cast on the Arrangement Resolution by New Oroperu Securityholders present in person or represented by proxy at the New Oroperu

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Meeting, voting together as a single class; and (iii) a simple majority of the votes cast on the Arrangement Resolution by New Oroperu Shareholders present in person or represented by proxy at the New Oroperu Meeting, excluding votes cast by directors, senior officers and certain other parties of New Oroperu whose votes must be excluded pursuant to MI 61-101;

(e) that, in all other respects, the terms, restrictions and conditions of New Oroperu’s Constating Documents, including quorum requirements and all other matters, shall apply in respect of the New Oroperu Meeting;
(f) for the grant of Dissent Rights to those New Oroperu Shareholders who are registered New Oroperu Shareholders;
(g) for the notice requirements with respect to the presentation of the application to the Court for the Final Order;
(h) that the New Oroperu Meeting may be adjourned or postponed from time to time by New Oroperu in accordance with the terms of this Agreement without the need for additional approval of the Court;
(i) that the record date for New Oroperu Securityholders entitled to notice of and to vote at the New Oroperu Meeting will not change in respect of any adjournment(s) or postponement(s) of the New Oroperu Meeting;
(j) that it is First Light’s intention to rely upon the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act with respect to the issuance of the Consideration and the Replacement Options to be issued pursuant to the Arrangement, based on the Court’s approval of the Arrangement; and
(k) for such other matters as either First Light or New Oroperu may reasonably require, subject to obtaining the prior consent of the other, such consent not to be unreasonably withheld or delayed.

2.3 The New Oroperu Meeting

(a) Subject to the terms of this Agreement, New Oroperu shall:
(i) convene and conduct the New Oroperu Meeting in accordance with the Interim Order, New Oroperu’s Constating Documents and Law as soon as reasonably practicable, and in any event on or before September 10, 2021, for the purpose of considering the Arrangement Resolution and for any other proper purpose as may be set out in the New Oroperu Circular and agreed to by First Light, and not adjourn, postpone or cancel (or propose the adjournment, postponement or cancellation of) the New Oroperu Meeting without the prior written consent of First Light, except in the case of an adjournment, as required for quorum purposes, if required by applicable Law, or as required or permitted under Section 5.4(d);
(ii) solicit proxies in favour of the approval of the Arrangement Resolution and against any resolution submitted by any New Oroperu Shareholder that is inconsistent with the Arrangement Resolution and the completion of any of the transactions contemplated by this Agreement, including, if so requested by First

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Light, acting reasonably, using dealer and proxy solicitation services firms, provided that First Light shall reimburse New Oroperu for any fees or expenses incurred in connection therewith, and cooperating with any Persons engaged by New Oroperu to solicit proxies in favour of the approval of the Arrangement Resolution;

(iii) provide First Light with copies of or access to information regarding the New Oroperu Meeting generated by any dealer or services firm, as requested from time to time by First Light;
(iv) consult with First Light in fixing the date of the New Oroperu Meeting, give notice to First Light of the New Oroperu Meeting and allow First Light’s representatives and legal counsel to attend the New Oroperu Meeting, subject to any COVID-19 restrictions;
(v) promptly advise First Light, at such times as First Light may reasonably request and at least on a daily basis on each of the last ten (10) Business Days prior to the date of the New Oroperu Meeting, as to the aggregate tally of the proxies received by New Oroperu in respect of the Arrangement Resolution;
(vi) promptly advise First Light of any communication from any New Oroperu Shareholder in opposition to the Arrangement and/or purported exercise or withdrawal of Dissent Rights, if New Oroperu receives any written notice of dissent, and of any written communications sent by or on behalf of New Oroperu to any New Oroperu Shareholder exercising or purporting to exercise Dissent Rights;
(vii) not make any payment or settlement offer, or agree to any payment or settlement prior to the Effective Time with respect to Dissent Rights without the prior written consent of First Light; and
(viii) not change the record date for the New Oroperu Securityholders entitled to vote at the New Oroperu Meeting in connection with any adjournment or postponement of the New Oroperu Meeting unless required by Law.

2.4 The New Oroperu Circular

(a) Subject to First Light’s compliance with Section 2.4(d), New Oroperu shall promptly prepare and complete, in consultation with First Light, the New Oroperu Circular together with any other documents required by Law in connection with the New Oroperu Meeting and the Arrangement, and New Oroperu shall, promptly after obtaining the Interim Order, cause the New Oroperu Circular and such other documents to be filed and sent to each New Oroperu Shareholder and other Person as required by the Interim Order and Law, in each case so as to permit the New Oroperu Meeting to be held by the date specified in Section 2.3(a).
(b) New Oroperu shall ensure that the New Oroperu Circular complies in material respects with the Law and the Interim Order, does not contain any Misrepresentation relating to New Oroperu and provides the New Oroperu Shareholders with sufficient information to permit them to form a reasoned judgement concerning the matters to be placed before

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the New Oroperu Meeting. Without limiting the generality of the foregoing, the New Oroperu Circular must include:

(i) a statement that the New Oroperu Board has unanimously determined that the Arrangement Resolution is in the best interests of New Oroperu and recommends that New Oroperu Shareholders vote in favour of the Arrangement Resolution (the “ New Oroperu Board Recommendation ”);
(ii) a statement that the Locked-Up Shareholders have entered into a Voting Agreement and will vote their New Oroperu Shares in favour of the Arrangement Resolution and against any resolution submitted by any New Oroperu Shareholder that is inconsistent with the Arrangement, subject to the terms of this Agreement and the Voting Agreements; and
(iii) a written copy of the Fairness Opinion dated the date of this Agreement.
(c) New Oroperu shall give First Light and its legal counsel a reasonable opportunity to review and comment on the New Oroperu Circular and other related documents, and shall give reasonable consideration to any comments made by First Light and its counsel, and agrees that all information relating solely to First Light included in the New Oroperu Circular must be in a form and content satisfactory to First Light, acting reasonably.
(d) First Light shall provide all necessary information concerning First Light and its affiliates that is required by Law to be included in the New Oroperu Circular or amendments or supplements or other related documents to New Oroperu in writing, use best efforts to obtain any necessary consents from any of its auditors and any other advisors to the use of any financial, technical or other expert information required to be included in the New Oroperu Circular and to the identification in the New Oroperu Circular of each such advisor and shall ensure that such information does not contain any Misrepresentation concerning First Light, its Subsidiaries and the First Light Shares.
(e) Each Party shall promptly notify the other Party if it becomes aware that the New Oroperu Circular contains a Misrepresentation, or otherwise requires an amendment or supplement. The Parties shall co-operate in the preparation of any such amendment or supplement as required or appropriate, and New Oroperu shall promptly mail, file or otherwise publicly disseminate any such amendment or supplement to the New Oroperu Shareholders and, if required by the Court or by Law, file the same with the Securities Authorities or any other Governmental Authority as required.

2.5 U.S. Securities Law Matters

The Parties agree that the issuance of the First Light Shares on completion of the Arrangement to the New Oroperu Shareholders will be issued in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. In order to ensure the availability of the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act, the Parties agree that the Arrangement will be carried out on the following basis:

(a) prior to the issuance of the Interim Order, the Court will be advised of the intention of the Parties to rely on the exemption from registration provided by Section 3(a)(10) of the

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U.S. Securities Act with respect to the issuance of the First Light Shares pursuant to the Arrangement, based on the Court’s approval of the Arrangement;

(b) the Court will be required to satisfy itself that the Arrangement is fair and reasonable;
(c) New Oroperu will ensure that each New Oroperu Securityholder will be given adequate notice advising them of their right to attend the hearing of the Court to give approval of the Arrangement and providing them with sufficient information necessary for them to exercise that right;
(d) the New Oroperu Shareholders will be advised that the First Light Shares to be issued in the Arrangement have not been registered under the U.S. Securities Act and will be issued in reliance on the exemption from registration provided by Section 3(a)(10) of the U.S. Securities Act;
(e) the Interim Order will specify that each New Oroperu Shareholder will have the right to appear before the Court at the hearing in respect of the Final Order so long as it enters an appearance within a reasonable time; and
(f) the Final Order will expressly state that the Arrangement is approved by the Court as being fair and reasonable to New Oroperu Securityholders.

2.6 Final Order

If: (a) the Interim Order is obtained; and (b) the Required Approval is obtained, subject to the terms of this Agreement, New Oroperu shall as soon as reasonably practicable thereafter and in any event within five Business Days of such approvals being obtained, take all steps necessary or desirable to submit the Arrangement to the Court and diligently pursue an application for the Final Order.

2.7 Court Proceedings

In connection with all Court proceedings relating to obtaining the Interim Order and the Final Order, New Oroperu shall:

(a) diligently pursue, and cooperate with First Light in diligently pursuing, the Interim Order and the Final Order;
(b) provide legal counsel to First Light with a reasonable opportunity to review and comment upon drafts of all material to be filed with the Court in connection with the Arrangement, and give reasonable consideration to all such comments;
(c) provide copies of any notice of appearance, evidence or other documents served on New Oroperu or its legal counsel in respect of the application for the Interim Order or the Final Order or any appeal from them, and any notice, written or oral, indicating the intention of any Person to appeal, or oppose the granting of, the Interim Order or the Final Order;
(d) ensure that all material filed with the Court in connection with the Arrangement is consistent with this Agreement and the Plan of Arrangement;

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(e) subject to applicable Law, not file any material with the Court in connection with the Arrangement or serve any such material, or agree to modify or amend in any material respect any material so filed or served, except as contemplated by this Agreement or with First Light’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed, provided First Light is not required to agree or consent to any increase in or variation in the form of the Consideration or other modification or amendment to such filed or served materials that expands or increases First Light’s obligations, or diminishes or limits First Light’s rights, set forth in any such filed or served materials or under this Agreement;
(f) oppose any proposal from any Person that the Final Order contain any provision inconsistent with this Agreement, and if required by the terms of the Final Order or by Law to return to Court with respect to the Final Order do so only after notice to, and in consultation and cooperation with, First Light; and
(g) not object to legal counsel to First Light making such submissions on the motion for the Interim Order and the application for the Final Order as such counsel considers appropriate, acting reasonably, provided that New Oroperu and their legal counsel are advised of the nature of any submissions prior to the hearing and the submissions are consistent in all material respects with this Agreement and the Plan of Arrangement.

2.8 No Fractional Shares

First Light will not be required to issue or deliver fractions of Consideration Shares or to distribute share certificates or DRS Statements which evidence fractional Consideration Shares.

2.9 Arrangement Filings and Effective Date

(a) New Oroperu shall file any Arrangement Filings with the Registrar as soon as practicable after the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of the conditions set out in Article 5 (excluding conditions that, by their terms, cannot be satisfied until the Effective Date, but subject to the satisfaction or, where not prohibited, the waiver by the applicable Party or Parties in whose favour the condition is, of those conditions as of the Effective Date), unless another time or date is agreed to in writing by the Parties. First Light will file a certified copy of the Closing Certificate in its record book and complete the Arrangement Filings if required.
(b) New Oroperu and First Light shall use their commercially reasonable efforts to complete the Arrangement within 90 days of the date of this Agreement.
(c) The closing of the Arrangement will take place at the offices of Clark Wilson LLP in Vancouver, British Columbia, or at such other location as may be agreed upon by the Parties.

2.10 New Oroperu Board Approval

New Oroperu represents and warrants to and in favour of First Light, and acknowledges that First Light is relying upon such representations and warranties in entering into this Agreement, that, as of the date hereof:

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(a) The New Oroperu Board has received a fairness opinion of the Fairness Advisor to the effect that, as of the date of such opinion, subject to the assumptions, qualifications and limitations set forth therein, the Exchange Ratio is fair, from a financial point of view, to the New Oroperu Shareholders (the “ Fairness Opinion ”), and such opinion has not been withdrawn or modified as of the date of this Agreement. The fee payable to the Fairness Advisor shall be a flat fee for delivery of the Fairness Opinion irrespective of the conclusions of the Fairness Opinion and no portion of any fee payable to the Fairness Advisor shall be conditional upon the closing of the Arrangement. The New Oroperu Board has also received an opinion of Haywood Securities Inc. to the effect that, as of the date of such opinion, subject to the assumptions, qualifications and limitations set forth therein, the Consideration to be received by the New Oroperu Shareholders is fair, from a financial point of view, to the New Oroperu Shareholders, and such opinion has not been withdrawn or modified as of the date of this Agreement.
(b) the New Oroperu Board, after consultation with its financial and legal advisors and after receiving the Fairness Opinion, has determined that the Plan of Arrangement is in the best interests of New Oroperu and that the Consideration to be received by the New Oroperu Shareholders upon completion of the Arrangement is fair, from a financial point of view, to the Oroperu Shareholders, and has resolved unanimously to recommend to the New Oroperu Securityholders that they vote in favour of the Arrangement Resolution.

2.11 First Light Shareholder Meeting

First Light will use commercially reasonable efforts to set a record date and a meeting date for the First Light Meeting to occur concurrently with the record date and meeting date for the New Oroperu Meeting, and it will not adjourn or postpone the First Light Meeting without the prior written consent of New Oroperu. First Light will call and hold the First Light Meeting in accordance with its constating documents and applicable Law. At the First Light Meeting, First Light will ask the First Light Shareholders to approve the Consolidation and the Name Change, to set the number of directors at five, and to elect the Anacortes Directors.

2.12 Announcement and Shareholder Communications

(a) First Light and New Oroperu shall jointly publicly announce the transactions contemplated hereby promptly following the execution of this Agreement, the text and timing of such joint announcement to be approved by each of the Parties in advance, each acting reasonably. First Light and New Oroperu agree to cooperate in the preparation of presentations, if any, to the New Oroperu Securityholders or the First Light Shareholders regarding the transactions contemplated by this Agreement and no Party shall:
(i) issue any press release or otherwise make public announcements with respect to this Agreement or the Plan of Arrangement without the consent of the other Party (which consent shall not be unreasonably withheld or delayed); or
(ii) make any filing with any Governmental Authority or with the TSXV with respect thereto without prior consultation with the other Party;

provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any disclosure or filing under Law or stock exchange rules, and the Party making such disclosure shall use all commercially reasonable efforts to give prior

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written notice to the other Party and reasonable opportunity to review or comment on the disclosure or filing, and if such prior notice is not possible, to give such notice immediately following the making of such disclosure or filing. The Parties acknowledge and agree that each of First Light and New Oroperu will file this Agreement (with such redactions as may be mutually agreed upon between the Parties, each acting reasonably) and a material change report relating thereto on SEDAR.

(b) To the extent possible, New Oroperu shall provide prior notice to First Light of any public disclosure that it proposes to make regarding Material Information, together with a draft copy of such disclosure. First Light and its legal counsel shall be given a reasonable opportunity to review and comment on such Material Information prior to such Material Information being disseminated publicly or filed with any Governmental Authority, and reasonable consideration shall be given to any comments made by First Light and its counsel.
(c) To the extent possible, First Light shall provide prior notice to New Oroperu of any public disclosure that it proposes to make regarding Material Information, together with a draft copy of such disclosure. New Oroperu and its legal counsel shall be given a reasonable opportunity to review and comment on such Material Information prior to such Material Information being disseminated publicly or filed with any Governmental Authority, and reasonable consideration shall be given to any comments made by New Oroperu and its counsel.

2.13 List of Shareholders

Promptly upon the request of First Light, New Oroperu will use its commercially reasonable efforts to prepare or cause to be prepared and provide to First Light a list of New Oroperu Securityholders, as well as a security position listing from each depositor of its securities, including CDS Clearing and Depositary Services Inc., and will obtain and will deliver to First Light thereafter on demand supplemental lists setting out any changes thereto, all such deliveries to be in printed form and, if available, in computer-readable format. In addition, New Oroperu will cause Broadridge Financial Solutions to provide to First Light a geographic analysis report for both the United States and Canada, showing the number and geographic location of beneficial owners of New Oroperu Shares as of the record date for the New Oroperu Meeting.

2.14 Filing Statement and Marketing Materials

(a) Promptly after the execution of this Agreement, First Light shall, with the cooperation of New Oroperu, prepare the Filing Statement together with any other documents required by the rules and policies of the TSXV or applicable Law in connection with the Arrangement and file the Filing Statement together with such other documents with the TSXV.
(b) If requested by First Light, New Oroperu shall cooperate with First Light and Finco in the preparation of certain marketing materials in respect of the Concurrent Financing (“ Marketing Materials ”).
(c) First Light represents and warrants that the Filing Statement will comply in all material respects with all applicable Laws and, without limiting the generality of the foregoing, that the Filing Statement shall not contain any Misrepresentation, provided that First Light shall not be responsible for the accuracy of any information relating to New Oroperu that

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is furnished by New Oroperu in writing for inclusion in the Filing Statement or the Marketing Materials.

(d) New Oroperu and its counsel shall be given reasonable opportunity to review and comment on drafts of the Filing Statement and other documents related thereto and reasonable consideration shall be given to any comments made by New Oroperu and its counsel, provided that all information relating solely to New Oroperu included in the Filing Statement shall be in form and content satisfactory to New Oroperu, acting reasonably.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of New Oroperu

(a) New Oroperu represents and warrants to First Light as set forth in Schedule C and acknowledges and agrees that First Light is relying upon such representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of New Oroperu contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

3.2 Representations and Warranties of First Light

(a) First Light represents and warrants to New Oroperu as set forth in Schedule D and acknowledges and agrees that New Oroperu is relying upon the representations and warranties in connection with the entering into of this Agreement.
(b) The representations and warranties of First Light contained in this Agreement shall survive the execution and delivery of this Agreement and shall expire and be terminated and extinguished on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms.

ARTICLE 4 COVENANTS

4.1 Covenants of New Oroperu Regarding the Conduct of Business until the Effective Time

(a) New Oroperu covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required or expressly permitted by this Agreement; (ii) as required by applicable Laws or any Governmental Authorities (iii) with the express prior written consent of First Light; or (iv) in connection with any COVID19 measures undertaken by New Oroperu or its subsidiaries, New Oroperu shall, and shall cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required or expressly permitted by this Agreement; (ii) as required by applicable Laws or any Governmental Authorities (iii) with the express prior written consent of First Light; (iv) in

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connection with any COVID-19 measures undertaken by New Oroperu or its subsidiaries; (v) for transactions involving New Oroperu and one or more of its wholly owned Subsidiaries or between wholly owned Subsidiaries of New Oroperu; or (vi) as set out in New Oroperu’s Disclosure Letter, New Oroperu shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of First Light (which consent shall not be unreasonably withheld or delayed):

(A) amend its Constating Documents or, in the case of any Subsidiary which is not a corporation, its similar organizational documents;
(B) split, combine or reclassify any shares of New Oroperu or declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof);
(C) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of New Oroperu or any of its Subsidiaries;
(D) issue, grant, pledge, lease, deliver, dispose or sell, or authorize the issuance, grant, pledge, lease, delivery, disposal or sale of any shares of capital stock, any options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of New Oroperu or any of its Subsidiaries, except for the issuance of New Oroperu Shares issuable upon the exercise of the currently outstanding New Oroperu Options or New Oroperu Warrants;
(E) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses in excess of $25,000;
(F) prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(G) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;
(H) other than in the ordinary course of business consistent with past practice, enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(I) make any bonus or profit sharing distribution or similar payment of any kind other than such as may be required by any agreement that was effective prior to the date of this Agreement and disclosed to First Light in the New Oroperu Disclosure Letter;
(J) except as required by IFRS or any other accepted accounting principles to which New Oroperu is subject or by Law, make any change in New Oroperu’s methods of accounting;

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(K) hire any employee;
(L) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any employees other than such as may be required by any agreement that was effective prior to the date of this Agreement and disclosed to First Light in the New Oroperu Disclosure Letter;
(M) (i) create, enter into or increase any severance, change of control or termination pay to (or amend any such existing arrangement with) any New Oroperu Employee, director or executive officer of New Oroperu or any of its Subsidiaries; (ii) increase the benefits payable under any existing severance or termination pay policies with any New Oroperu Employee, director or executive officer of New Oroperu or any of its Subsidiaries; (iii) increase the benefits payable under any employment agreements with any New Oroperu Employee, director or executive officer of New Oroperu or any of its Subsidiaries; (iv) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement, except as necessary to comply with Law or with respect to existing provisions of such plans) with any director or executive officer of New Oroperu; or (v) change compensation, bonus levels or other benefits payable to any director or executive officer of New Oroperu or to any New Oroperu Employee other than such as may be required by any agreement that was effective prior to the date of this Agreement and disclosed to First Light in the New Oroperu Disclosure Letter; except as listed in the New Oroperu Disclosure Letter, enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any non-arm’s length party except upon fair and reasonable terms, which terms are not less favourable to New Oroperu or its Subsidiaries, as the case may be, than it would obtain in an arm’s length transaction, and, if applicable, for consideration which equals the fair market value of such property or fair market rental as regards to leased property;
(N) except as listed in the New Oroperu Disclosure Letter, cancel, waive, release, assign, settle or compromise any material claims or rights;
(O) except as listed in the New Oroperu Disclosure Letter, compromise or settle any litigation, proceeding or governmental investigation;
(P) amend or modify in any material respect or terminate or waive any right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;
(Q) except as contemplated in Section 4.9, amend, modify or terminate any insurance policy of New Oroperu or any Subsidiary in effect on the date of this Agreement;
(R) abandon or fail to diligently pursue any application for any material licenses, permits, authorizations or registrations;

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(S) sell, transfer or assign (or permit any Subsidiary to sell, transfer or assign) any assets, properties or facilities, or any interest in any of the New Oroperu Properties;
(T) issue, sell, dispose of or grant any interest in, encumber or pledge or create any lien or agree to issue, sell, dispose of or grant an interest in, encumber or pledge or create any lien on any shares or rights convertible into shares of any Subsidiary or affiliate; or
(U) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing,

provided, however, that the foregoing will not restrict New Oroperu or its Subsidiaries from making payments of salaries or benefits to any salaried or hourly employees of New Oroperu or its Subsidiaries who are not directors or officers.

(b) New Oroperu covenants and agrees that from the date hereof until the Effective Date or the day upon which this Agreement is terminated, whichever is earlier, New Oroperu shall:
(i) continue to provide access to the books, records, properties, directors, officers and advisers of New Oroperu to First Light and its advisors as requested by First Light or its counsel,
(ii) use commercially reasonable efforts, and cause its Subsidiaries to use their commercially reasonable efforts, to obtain from Barrick Gold Corporation and its subsidiaries, including Minera Barrick, prior to the Effective Time, physical possession of all data, sample pulps, drill core, rejects, reports, maps, drill logs, assay sheets, QA/QC information, surveys, photos and similar property pertaining to the Tres Cruces Property obtained or created by Barrick or any of its affiliates during the course of conducting activities pursuant to the Barrick Agreement or the Mining Agreement which is not in New Oroperu’s possession as of the date of this Agreement; and
(iii) use its commercially reasonable efforts, and cause its Subsidiaries to use their commercially reasonable efforts, to cause all mineral and surface titles to the Tres Cruces Property not already registered to Aurifera to be registered in the name of Aurifera on or before the Effective Date.

4.2 Covenants of New Oroperu Regarding the Arrangement.

(a) New Oroperu shall take or cause to be taken all actions and shall do or cause to be done all things reasonably necessary, proper or advisable under Law to consummate the Arrangement as soon as reasonably practicable, including:
(i) using commercially reasonable efforts to obtain and maintain all third party or other consents, waivers, permits, exemptions, orders, approvals, agreements, amendments or confirmations that are required (A) in connection with the Arrangement; or (B) except as disclosed in the New Oroperu Disclosure Letter, in order to maintain the Material Contracts in full force and effect following

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completion of the Arrangement, in each case, on terms that are satisfactory to First Light;

(ii) opposing, lifting or rescinding any injunction, restraining or other order, decree or ruling seeking to restrain, enjoin or otherwise prohibit or adversely affect the consummation of the Arrangement and defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or officers challenging the Arrangement or this Agreement;
(iii) carrying out the terms of the Interim Order and the Final Order applicable to it and complying promptly with all requirements imposed by Law on it or its Subsidiaries with respect to this Agreement or the Arrangement;
(iv) not taking any action, or refraining from taking any action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Arrangement;
(v) using commercially reasonable efforts to cause each of Wayne Livingstone, Maynard Brown and James Carr-Hilton to enter into the Escrow Agreements; and
(vi) completing the Arrangement Filings at or immediately following the Effective Time.
(b) New Oroperu shall promptly notify First Light of:
(i) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) any notice or other communication from any Governmental Authority in connection with the Agreement (and contemporaneously provide a copy of any such written notice or communication to First Light); or
(iv) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting New Oroperu, this Agreement or the Arrangement.

4.3 Covenants of First Light, Finco and Subco Regarding the Conduct of Business until the Effective Time

First Light covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required or expressly permitted by this Agreement; (ii) as required by applicable Laws or any Governmental Entities or (iii) with the express prior written consent of New Oroperu, First Light shall conduct its business and shall cause Subco and Finco to conduct their businesses in the ordinary course of business consistent with past practice.

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Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required or expressly permitted by this Agreement; (ii) as required by applicable Laws or any Governmental Authorities or (iii) with the express prior written consent of New Oroperu, each of First Light, Finco and Subco (as applicable) agrees that it will not, directly or indirectly, without the prior written consent of New Oroperu (which consent shall not be unreasonably withheld or delayed):

(a) amend its Constating Documents;
(b) split, combine or reclassify any of its outstanding shares;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any of the outstanding shares of First Light, Finco or Subco;
(d) issue, grant, pledge, lease, deliver, dispose or sell, or authorize the issuance, grant, pledge, lease, delivery, disposal or sale of any shares, options, warrants or similar rights exercisable or exchangeable for or convertible into First Light Shares except for the issuance of First Light Shares issuable upon the exercise of the currently outstanding First Light Options;
(e) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, any assets, securities, properties, interests or businesses;
(f) prepay any indebtedness before its scheduled maturity or increase, create, incur, assume or otherwise become liable for any indebtedness for borrowed money or guarantees thereof;
(g) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;
(h) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments;
(i) make any bonus or profit sharing distribution or similar payment of any kind;
(j) except as required by IFRS or any other accepted accounting principles to which it is subject to or by Law, make any change in its methods of accounting;
(k) (i) create, enter into or increase any severance, change of control or termination pay to (or amend any such existing arrangement with) any of its directors or executive officers; (ii) enter into any employment, deferred compensation or other similar agreement (or amend any such existing agreement, except as necessary to comply with Law or with respect to existing provisions of such plans) with any of its directors or executive officers; or (iii) change compensation, bonus levels or other benefits payable to any of its directors or executive officers; (iv) enter into any contract, agreement or transaction whatsoever, including for the sale, purchase, lease or other dealing in any property or the provision of any services (other than office and administration services provided in the ordinary course of business), with any non-arm’s length party except upon fair and reasonable terms, which terms are not less favourable to it than it would obtain in an arm’s length

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transaction, and, if applicable, for consideration which equals the fair market value of such property or fair market rental as regards to leased property;

(l) cancel, waive, release, assign, settle or compromise any material claims or rights;
(m) compromise or settle any litigation, proceeding or governmental investigation;
(n) amend or modify in any material respect or terminate or waive any right under any Material Contract or enter into any contract or agreement that would be a Material Contract if in effect on the date hereof;
(o) abandon or fail to diligently pursue any application for any material licenses, permits, authorizations or registrations;
(p) sell, transfer or assign any material assets, properties or facilities;
(q) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing; or
(r) conduct any activity or operations that would be otherwise detrimental to the completion of the Arrangement or against the policies of the TSXV relating to permitted conduct of a CPC.

4.4 Covenants of First Light Regarding the Arrangement

First Light shall perform all obligations required to be performed by First Light under this Agreement, co-operate with New Oroperu in connection therewith, and do all such other acts and things as may be reasonably necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, First Light shall:

(a) defend all lawsuits or other legal, regulatory or other proceedings against First Light challenging or affecting this Agreement or the consummation of the transactions contemplated hereby;
(b) apply for and use its commercially reasonable efforts to obtain approval of the transactions contemplated in this Agreement as the Qualifying Transaction for First Light pursuant to TSXV Policy 2.4 – Capital Pool Companies and, in connection therewith, obtain approval of the TSXV for the listing and posting for trading on the TSXV of:
(i) the Consideration Shares;
(ii) the First Light Shares which are issuable pursuant to the Amalgamation; and
(iii) the First Light Shares which are issuable upon the exercise of the Replacement Options, the New Oroperu Warrants and the First Light Warrants,

and otherwise comply with TSXV requirements relevant to this Agreement including, without limitation, the preparation and filing of the Filing Statement and all other documents required pursuant to the policies of the TSXV in connection with the Transaction;

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(c) use commercially reasonable efforts to satisfy all conditions precedent in this Agreement;
(d) use commercially reasonable efforts to call and hold the First Light Meeting for the purpose of electing the Anacortes Directors effective at the Effective Time, approving the Consolidation and the Name Change, and for such other purposes as the Parties may agree is advisable;
(e) use commercially reasonable efforts to cause Finco to complete the Concurrent Financing on or before the Effective Time;
(f) use commercially reasonable efforts to complete the Amalgamation on or before the Effective Time;
(g) pay, or cause New Oroperu to pay, the Change of Control Payments on the Effective Date;
(h) First Light shall promptly notify New Oroperu of:
(i) any Material Adverse Effect or any change, effect, event, development, occurrence, circumstance or state of facts which would reasonably be expected to have a Material Adverse Effect;
(ii) any notice or other communication from any Person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such Person is required in connection with this Agreement or the Arrangement;
(iii) any notice or other communication from any Governmental Authority in connection with the Agreement (and contemporaneously provide a copy of any such written notice or communication to First Light); or
(iv) any filing, actions, suits, claims, investigations or proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting First Light, Finco, Subco, this Agreement or the Arrangement; and
(i) take all necessary corporate action and proceedings to give effect to the Consolidation promptly after the Effective Time.

4.5 Mutual Covenants

Each of the Parties covenants and agrees that, except as contemplated in this Agreement, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms:

(a) it shall, as promptly as practicable, prepare and file all necessary documents, registrations, statements, petitions, filings and applications for the Regulatory Approvals relating to such Party and use their commercially reasonable efforts to obtain and maintain all Regulatory Approvals relating to such Party;
(b) it shall cooperate with the other Party in connection with obtaining the Regulatory Approvals including providing one another with copies of all notices and information or

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other correspondence supplied to, filed with, or received from, any Governmental Authority;

(c) it shall use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder as set forth in Article 6 to the extent the same is within its control and to take, or cause to be taken, as promptly as practicable, all other actions and to do, or cause to be done all other things necessary, proper or advisable under applicable Laws to complete the Plan of Arrangement;
(d) it shall not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability to consummate the Arrangement or the transactions contemplated by this Agreement, except as permitted by this Agreement; and
(e) it shall use its commercially reasonable efforts to ensure that the Section 3(a)(10) Exemption is available for the issuance of First Light Shares to the New Oroperu Shareholders in exchange for their New Oroperu Shares pursuant to the Plan of Arrangement.

4.6 New Oroperu Options and New Oroperu Warrants

At the Effective Time:

(a) except for 2725487 Ontario Limited, whose New Oroperu Options shall be excluded and treated in accordance with Section 4.6(c) and Rosa Caro, whose New Oroperu Options shall be excluded and treated in accordance with Section 4.6(d) below, each holder of New Oroperu Options outstanding on the date of this Agreement that have not expired or been terminated prior to the Effective Date shall be deemed to have exchanged fifty percent (50%) of his New Oroperu Options for new First Light Options (“ Replacement Options ”) to acquire from First Light, other than as provided herein, the number of First Light Shares equal to the product of: (A) the number of New Oroperu Shares subject to such New Oroperu Options immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an First Light Share on any particular exercise of Replacement Options, then the number of First Light Shares otherwise issued shall be rounded down to the nearest whole number of First Light Shares. The exercise price per First Light Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per New Oroperu Share subject to each such New Oroperu Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of New Oroperu Options for Replacement Options provided for in this Section 4.6(a). Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option for which it is exchanged, the number of First Light Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the New Oroperu

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Option In-The Money Amount in respect of the New Oroperu Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. Such Replacement Options issued in the exchange shall be for a term expiring on the date that is one year following the Effective Date. First Light shall take all corporate action necessary to reserve for issuance a sufficient number of First Light Shares for delivery upon exercise of the Replacement Options exchanged for New Oroperu Options in accordance with this Section 4.6(a).

(b) those New Oroperu Options that are not exchanged at the Effective Time pursuant to Section 4.6(a) shall be deemed to have vested immediately prior to the Effective Time and shall be transferred and disposed of to New Oroperu for cancellation at the Effective Time for an amount of cash equal to the positive difference between the exercise price and the 20-day volume weighted average share price of a New Oroperu share for the 20-day period ending on the day before the date of the first public announcement of this Agreement.
(c) all of the New Oroperu Options held by 2725487 Ontario Limited on the date of this Agreement that have not expired or been terminated prior to the Effective Date shall be deemed to be exchanged for Replacement Options to acquire from First Light the number of First Light Shares equal to the product of: (A) the number of New Oroperu Shares subject to such New Oroperu Options immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an First Light Share on any particular exercise of Replacement Options, then the number of First Light Shares otherwise issued shall be rounded down to the nearest whole number of First Light Shares. The exercise price per First Light Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per New Oroperu Share subject to each such New Oroperu Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of New Oroperu Options for Replacement Options provided for in this Section 4.6(c). Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option for which it is exchanged, the number of First Light Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. The Replacement Options issued pursuant to this Section 4.6(c) shall be for a term expiring on the date that is 90 days following the Effective Date. First Light shall take all corporate action necessary to reserve for issuance a sufficient number of First Light Shares for delivery upon exercise of the Replacement Options exchanged for New Oroperu Options in accordance with this Section 4.6(c).
(d) all of the New Oroperu Options held by Rosa Caro shall be deemed to have vested immediately prior to the Effective Time and shall be transferred and disposed of to New Oroperu for cancellation at the Effective Time for an amount of cash equal to the positive difference between the exercise price and the 20-day volume weighted average share

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price of a New Oroperu share for the 20-day period ending on the day before the date of the first public announcement of this Agreement.

(e) each New Oroperu Warrant shall be amended to provide that, upon exercise, the New Oroperu Warrantholder will be entitled to acquire from First Light the number of First Light Shares equal to the product of: (A) the number of New Oroperu Shares subject to such New Oroperu Warrants immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an First Light Share on any particular exercise of New Oroperu Warrants, then the number of First Light Shares otherwise issued shall be rounded down to the nearest whole number of First Light Shares. The exercise price per First Light Share shall be an amount equal to the quotient of: (A) the exercise price per New Oroperu Share subject to each such New Oroperu Warrant immediately before the Effective Time; divided by (B) the Exchange Ratio. First Light shall take all corporate action necessary to reserve for issuance a sufficient number of First Light Shares for delivery upon exercise of the New Oroperu Warrants amended in accordance with this Section 4.6(e).
(f) The Parties each acknowledge and agree that New Oroperu will elect to forego any deduction under the Tax Act with respect to the payments to be made by New Oroperu pursuant to Section 4.6(b) hereof to holders of New Oroperu Options who are subject to tax under the Tax Act with respect to the disposition, transfer and cancellation of their New Oroperu Options pursuant to Section 4.6(b) and who are entitled to claim a deduction under paragraph 110(1)(d) of the Tax Act in respect thereof and, to effect the foregoing, the Parties will comply with the requirements and filings set out in subsection 110(1.1) of the Tax Act.

4.7 Access to Information; Confidentiality

(a) Each of First Light and New Oroperu shall provide to the other and their respective Representatives:
(i) upon reasonable notice, reasonable access during normal business hours to its and its Subsidiaries’:
- (A) premises;
- (B) property and assets (including all books and records, whether retained internally or otherwise); and
- (C) senior personnel,

so long as the access does not unduly interfere with the Ordinary Course conduct of business; and

(ii) such financial and operating data or other information with respect to the assets or business of the applicable Party as from time to time is reasonably requested.
(b) Investigations made by or on behalf of a Party, whether under this Section 4.7 or otherwise, will not waive, diminish the scope of, or otherwise affect any representation or warranty made by the other Party in this Agreement.

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4.8 Notice and Cure Provisions

(a) Each Party shall promptly notify the other Party of the occurrence, or failure to occur, of any event or state of facts which occurrence or failure would, or would be reasonably likely to:
(i) cause any of the representations or warranties of such Party contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date of this Agreement to the Effective Time; or
(ii) result in the failure, in any material respect, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by such Party under this Agreement.
(b) New Oroperu may not exercise its right to terminate this Agreement pursuant to Section 7.2(c)(i) and First Light may not exercise its right to terminate this Agreement pursuant to Section 7.2(d)(i) unless forthwith, and in any event prior to the Effective Time, the Party intending to rely thereon has delivered a written notice to the other Party specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which the Party delivering such notice is asserting as the basis for the termination right. If any such notice is delivered, provided that a Party is proceeding diligently to cure such matter and such matter is capable of being cured, no Party may exercise such termination right until the earlier of:
(i) the Outside Date; and
(ii) the date that is 10 Business Days following receipt of such notice by the Party to whom the notice was delivered, if such matter has not been cured by such date.
(c) Notification provided under this Section 4.8 will not affect the representations, warranties, covenants, agreements or obligations of the Parties (or remedies with respect thereto) or the conditions to the obligations of the Parties under this Agreement.

4.9 Insurance and Indemnification

(a) Prior to the Effective Date, New Oroperu may purchase customary “tail” policies of directors’ and officers’ liability insurance providing protection no less favourable in the aggregate to the protection provided by the policies maintained by New Oroperu and its Subsidiaries which are in effect immediately prior to the Effective Date and providing protection in respect of claims arising from facts or events which occurred on or prior to the Effective Date and First Light will, or will cause New Oroperu and its Subsidiaries to maintain such tail policies in effect without any reduction in scope or coverage for six years from the Effective Date; provided that First Light will not be required to pay any amounts in respect of such coverage prior to the Effective Time and provided further that the cost of such policies shall not exceed 250% of the New Oroperu’s current annual aggregate premium for policies currently maintained by New Oroperu or its Subsidiaries.
(b) First Light shall honour all rights to indemnification or exculpation now existing in favour of present and former employees, officers and directors of New Oroperu and its Subsidiaries, to the extent that such rights of indemnification and exculpation are set out in the New Oroperu Disclosure Letter, and acknowledges that such rights shall survive the completion of the Plan of Arrangement and shall continue in full force and effect in

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accordance with their terms for a period of not less than six years from the Effective Date.

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

(a) Except as expressly provided in this Article 5, New Oroperu shall not, directly or indirectly, through any officer, director, employee, representative (including any financial or other adviser) or agent of New Oroperu or of any of its Subsidiaries (collectively “ Representatives ”), and shall not permit any such Representative to:
(i) solicit, initiate, knowingly encourage or otherwise knowingly facilitate (including by way of furnishing or providing copies of, access to, or disclosure of, any information, properties, facilities, books or records of New Oroperu or any Subsidiary or affiliate, or entering into any form of agreement, arrangement or understanding) any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal;
(ii) enter into or otherwise engage or participate in any discussions or negotiations with any Person (other than First Light) regarding any inquiry, proposal or offer that constitutes or may reasonably be expected to constitute or lead to, an Acquisition Proposal provided, however, New Oroperu may communicate with any person making an Acquisition Proposal for the purpose of advising such person that the Acquisition Proposal does not constitute and/or is not reasonably expected to constitute or result in a Superior Proposal;
(iii) make a Change in Recommendation;
(iv) accept, approve, endorse or recommend, or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or take no position or remain neutral with respect to, any Acquisition Proposal; or
(v) enter into or publicly propose to enter into any agreement in respect of any publicly announced Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days following the formal announcement of such Acquisition Proposal will not be considered to be in violation of this Section 5.1 provided the New Oroperu Board has rejected such Acquisition Proposal and affirmed the New Oroperu Board Recommendation before the end of such five Business Day period);
(b) If not already ceased and terminated, New Oroperu shall, and shall cause its Subsidiaries and its Representatives to, immediately cease and terminate, and cause to be terminated, any solicitation, encouragement, discussion, negotiations, or other activities commenced prior to the date of this Agreement with any Person (other than First Light) with respect to any inquiry, proposal or offer that constitutes, or may reasonably be expected to constitute or lead to, an Acquisition Proposal, and in connection with such termination shall:

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(i) discontinue access to, and disclosure of all information, including any data room and any confidential information, properties, facilities, books and records of New Oroperu or any Subsidiary; and
(ii) request, and exercise all rights it has to require:
- (A) the return or destruction of all copies of any confidential information regarding New Oroperu or any Subsidiary provided to any Person (other than First Light); and
- (B) the destruction of all material including or incorporating or otherwise reflecting such confidential information regarding New Oroperu or any Subsidiary using its best efforts to ensure that such requests are fully complied with in accordance with the terms of such rights or entitlements.
(c) New Oroperu represents and warrants that New Oroperu has not waived any confidentiality, standstill or similar agreement or restriction to which New Oroperu or any Subsidiary is a party, except to permit submissions of expressions of interest prior the date of this Agreement, and further covenants and agrees:
(i) that New Oroperu shall take all necessary action to enforce each such confidentiality, standstill or similar agreement or restriction to which New Oroperu or any Subsidiary is a party; and
(ii) that neither New Oroperu, nor any Subsidiary nor any of their respective Representatives have or will, without the prior written consent of First Light (which may be withheld or delayed in First Light’s sole and absolute discretion), release any Person from, or waive, amend, suspend or otherwise modify such Person’s obligations respecting New Oroperu, or any of its Subsidiaries, under any confidentiality, standstill or similar agreement or restriction to which New Oroperu or any Subsidiary is a party.

5.2 Notification of Acquisition Proposals

If New Oroperu or any of its Subsidiaries or any of their respective Representatives, receives or otherwise becomes aware of any inquiry, proposal or offer that constitutes or would reasonably be expected to constitute or lead to an Acquisition Proposal, or any request for copies of, access to, or disclosure of, confidential information relating to New Oroperu or any Subsidiary, including but not limited to information, access, or disclosure relating to the properties, facilities, books or records of New Oroperu or any Subsidiary, New Oroperu shall immediately notify First Light, at first orally, and then promptly and in any event within 24 hours after receipt in writing, of:

(a) such Acquisition Proposal, inquiry, proposal, offer or request, including a description of its material terms and conditions, the identity of all Person(s) making the Acquisition Proposal, inquiry, proposal, offer or request, and copies of all documents, correspondence or other material received in respect of, from or on behalf of any such Person; and
(b) the status of developments and negotiations with respect to such Acquisition Proposal, inquiry, proposal, offer or request, including any changes, modifications or other amendments to any such Acquisition Proposal, inquiry, proposal, offer or request.

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5.3 Responding to an Acquisition Proposal

Notwithstanding Section 5.1, if at any time following the date of this Agreement and prior to the approval by New Oroperu Shareholders of the Arrangement Resolution the New Oroperu Board receives a bona fide written Acquisition Proposal that was not solicited after entering into this Agreement in breach of Section 5.1 and provided that:

(a) the Person making the Acquisition Proposal was not restricted from making such Acquisition Proposal pursuant to an existing standstill or similar restriction;
(b) New Oroperu has been and continues to be in compliance with its material obligations under this Article 5; and
(c) New Oroperu notifies First Light in accordance with Section 5.2,

then the New Oroperu Board may (directly or through its advisors or Representatives):

(i) contact the Person making such Acquisition Proposal and its Representatives to clarify the terms and conditions of such Acquisition Proposal so as to determine whether such proposal is, or could reasonably be expected to lead to, a Superior Proposal;
(ii) if, in the opinion of the New Oroperu Board, acting in good faith and after receiving advice from its outside legal counsel and financial advisors, the Acquisition Proposal is, or could reasonably be expected to lead to, a Superior Proposal:
(A) furnish information with respect to New Oroperu and its Subsidiaries to the Person making such Acquisition Proposal and its Representatives; and/or
(B) consider such Acquisition Proposal and/or, participate and/or engage in discussions with the Person making such Acquisition Proposal and its Representatives;

provided that (i) New Oroperu will not, and will not allow its Representatives to, disclose any non-public information with respect to New Oroperu or its Subsidiaries to such Person without entering into a confidentiality and standstill agreement with such Person; and (ii) First Light is promptly provided with a copy of the confidentiality and standstill agreement and a list and copies of all information provided to the Person making such Acquisition Proposal not previously provided to First Light.

5.4 Right to Match

(a) If New Oroperu receives an Acquisition Proposal that constitutes or may constitute a Superior Proposal prior to the approval of the Arrangement Resolution by the New Oroperu Shareholders, the New Oroperu Board may, subject to compliance with Article 7 and Section 8.2, enter into a definitive agreement with respect to such Acquisition Proposal, that is a Superior Proposal, if and only if:
(i) the Person making the Superior Proposal was not restricted from making such Superior Proposal pursuant to an existing standstill or similar restriction;

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(ii) New Oroperu has been, and continues to be, in compliance with its obligations under this Article 5;
(iii) New Oroperu has delivered to First Light a written notice of the determination of the New Oroperu Board that such Acquisition Proposal constitutes a Superior Proposal and of the intention of the New Oroperu Board to enter into such definitive agreement, together with a written notice from the New Oroperu Board regarding the value and financial terms that the New Oroperu Board has determined should be ascribed to any non-cash consideration offered under such Acquisition Proposal (the “ Superior Proposal Notice ”);
(iv) New Oroperu has provided First Light a copy of the Acquisition Proposal that constitutes the Superior Proposal;
(v) at least five (5) Business Days (the “ Matching Period ”) have elapsed from the date that is the later of the date on which First Light received the Superior Proposal Notice and a copy of the Acquisition Proposal that constitutes the Superior Proposal;
(vi) First Light has offered to amend this Agreement and the Arrangement during the Matching Period, the New Oroperu Board has determined in good faith, after consultation with New Oroperu’s outside legal counsel and financial advisers, that such Acquisition Proposal continues to constitute a Superior Proposal compared to the terms of the Arrangement as proposed to be amended by First Light; and
(vii) it terminates this Agreement and pays the Termination Fee pursuant to Section 8.2.

During the Matching Period, or such longer period as New Oroperu may approve in writing for such purpose the New Oroperu Board shall review any offer made by First Light under Section 5.4(a)(vi) to amend the terms of this Agreement and the Arrangement in good faith in order to determine whether such proposal would, upon acceptance, result in the Acquisition Proposal previously constituting a Superior Proposal ceasing to be a Superior Proposal. If the New Oroperu Board determines that such Acquisition Proposal would cease to be a Superior Proposal, New Oroperu shall promptly so advise First Light, and New Oroperu and First Light shall amend this Agreement to reflect such offer made by First Light, and shall take and cause to be taken all such actions as are necessary to give effect to the foregoing.

(b) Each successive amendment to any Acquisition Proposal shall constitute a new Acquisition Proposal for the purposes of this Section 5.4, and First Light shall be afforded a new five (5) Business Day Matching Period from the later of the date on which First Light received the Superior Proposal Notice and a copy of the Acquisition Proposal that constitutes the new Superior Proposal from New Oroperu.
(c) The New Oroperu Board shall promptly reaffirm the New Oroperu Board Recommendation by press release after any Acquisition Proposal which is not determined to be a Superior Proposal is publicly announced or the New Oroperu Board determines that a proposed amendment to the terms of this Agreement as contemplated under Section 5.4(b) would result in an Acquisition Proposal no longer being a Superior

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Proposal. Subject to applicable law and the requirements of the TSXV, New Oroperu shall provide First Light and its outside legal counsel with a reasonable opportunity to review the form and content of any such press release and shall make all reasonable amendments to such press release requested by First Light and its counsel.

(d) If New Oroperu provides a Superior Proposal Notice to First Light after a date that is less than five (5) Business Days before the New Oroperu Meeting, New Oroperu may (or if requested by First Light, New Oroperu shall) postpone the New Oroperu Meeting to a date that is not more than five (5) Business Days after the scheduled date of the New Oroperu Meeting.
(e) Nothing contained in this Article 5 shall prohibit the New Oroperu Board from responding through a directors’ circular or otherwise as required by Law to an Acquisition Proposal that it determines is not a Superior Proposal, provided that New Oroperu shall provide First Light and its outside legal counsel with a reasonable opportunity to review the form and content of such circular or other disclosure and shall make all reasonable amendments as requested by First Light and its counsel.

5.5 Breach by Subsidiaries and Representatives

Without limiting the generality of the foregoing, New Oroperu shall advise its Subsidiaries and Representatives of the prohibitions set out in this Article 5 and any violation of the restrictions set forth in this Article 5 by New Oroperu, its Subsidiaries or Representatives is deemed to be a breach of this Article 5 by New Oroperu.

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

The Parties are not required to complete the Arrangement unless each of the following conditions is satisfied on or prior to the Effective Time, which conditions may only be waived, in whole or in part, by the mutual consent of the Parties:

(a) New Oroperu Securityholder Approval. The Required Approval shall have been obtained at the New Oroperu Meeting.
(b) Interim and Final Order. The Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to either New Oroperu or First Light, acting reasonably, on appeal or otherwise.
(c) First Light Shareholder Approval. The First Light Shareholders shall have approved the Consolidation and the Name Change at the First Light Meeting, and shall have set the number of directors at five and elected the Anacortes Directors, effective at the Effective Time.
(d) Concurrent Financing. Finco shall have closed the Concurrent Financing.

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(e) Illegality. No Law, including a cease trade order or injunction, is in effect that makes the consummation of the Arrangement illegal or otherwise prohibits or enjoins New Oroperu or First Light from consummating the Arrangement.
(f) Section 3(a)(10) Exemption. The issuance of First Light Shares and the Replacement Options issuable pursuant to the Arrangement shall be exempt from registration requirements under the U.S. Securities Act pursuant to section 3(a)(10) thereof and the registration and qualification requirements of all applicable state securities laws.
(g) Exemption from Prospectus Requirements. The distribution of First Light Shares and Replacement Options in Canada pursuant to the Arrangement (including those First Light Shares distributable upon exercise of the Replacement Options and New Oroperu Warrants) shall be exempt from, or otherwise not subject to, the prospectus requirements of applicable Securities Law.
(h) Stock Exchange Approvals. The conditional approval of the TSXV shall have been obtained by First Light and New Oroperu, respectively, and the Arrangement shall have been conditionally approved by the TSXV as First Light’s Qualifying Transaction.
(i) No Termination. This Agreement shall not have been terminated in accordance with its terms.

6.2 Additional Conditions Precedent to the Obligations of First Light

First Light is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of First Light and may only be waived, in whole or in part, by First Light in its sole discretion:

(a) The representations and warranties of New Oroperu in Schedule C which are qualified by references to materiality or by the expression “Material Adverse Effect” and the representation and warranty set forth in Section 5.1(c) being true and correct as of the Effective Time, in all respects, and all other representations and warranties of New Oroperu being true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date the accuracy of which shall be determined as of such specified date, except where the failure to be so true and correct in all material respects, individually and in the aggregate, has not and would not have a Material Adverse Effect, and New Oroperu has delivered a certificate confirming same to First Light, executed by two (2) senior officers of New Oroperu (in each case without personal liability) addressed to First Light and dated the Effective Date.
(b) New Oroperu has fulfilled or complied in all material respects with each of the covenants of New Oroperu contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to First Light, executed by two (2) senior officers of New Oroperu (in each case without personal liability) addressed to First Light and dated the Effective Date.
(c) New Oroperu shall have delivered to First Light the Barrick Information.
(d) Dissent Rights have not been exercised with respect to more than 5% of the issued and outstanding New Oroperu Shares, and New Oroperu has delivered a certificate confirming same to First Light, executed by two (2) senior officers of New Oroperu (in

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each case without personal liability) addressed to First Light and dated the Effective Date.

(e) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to New Oroperu, other than a Material Adverse Effect resulting, directly or indirectly, from the escalation of the COVID-19 pandemic after the date hereof.
(f) Each of the directors and officers of New Oroperu other than the directors and officers agreed to in writing by First Light shall have resigned as of the Effective Time and shall have executed and delivered, in favour of New Oroperu and First Light, a release in a form and substance satisfactory to First Light acting reasonably.
(g) Each of Wayne Livingstone, as to 75% of the Consideration Shares received by him, Maynard Brown, as to 50% of the Consideration Shares received by him, and James Carr-Hilton, as to 50% of the Consideration Shares received by him, and all three as to any Replacement Options received by them pursuant to the Plan of Arrangement, shall have executed and delivered an escrow agreement in form and substance substantially similar to TSXV Form 2F - CPC Escrow Agreement in effect on the date of this Agreement (each, an “Escrow Agreement” ), and shall have deposited the Consideration Shares and Replacement Options to be escrowed with the escrow agent.
(h) The New Oroperu Board:
(i) has adopted all necessary resolutions, and all other necessary corporate action has been taken by New Oroperu, to permit the consummation of the Arrangement; and
(ii) has not made a Change in Recommendation.
(i) New Oroperu has delivered to First Light, at least two Business Days before the Effective Date, a final statement showing, on a consolidated basis, its obligations or liabilities (except that such statement may exclude any liability for less than $10,000 provided that the aggregate amount of the excluded liabilities shall not exceed $50,000) including obligations and liabilities due or to become due for transaction expenses of not more than $100,000, not including any amounts payable to Haywood Securities Inc. or any Change of Control Payments as set forth in New Oroperu’s Disclosure Letter, all estimated as of the Effective Date.

6.3 Additional Conditions Precedent to the Obligations of New Oroperu

New Oroperu is not required to complete the Arrangement unless each of the following conditions is satisfied on or before the Effective Time, which conditions are for the exclusive benefit of New Oroperu and may only be waived, in whole or in part, by New Oroperu in its sole discretion:

(a) The representations and warranties of First Light which are qualified by references to materiality set forth in Schedule D being true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all respects, and all other representations and warranties of First Light being true and correct as of the date of this Agreement and are true and correct as of the Effective Time, in all material respects, in each case except for representations and warranties made as of a specified date, the

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accuracy of which shall be determined as of such specified date, except where the failure to be so true and correct in all material respects, individually and in the aggregate, has not and would not have a Material Adverse Effect, and First Light has delivered a certificate confirming same to New Oroperu, executed by two (2) senior officers of First Light (in each case without personal liability) addressed to New Oroperu and dated the Effective Date.

(b) First Light has fulfilled or complied in all material respects with each of the covenants of First Light contained in this Agreement to be fulfilled or complied with by it on or prior to the Effective Time, and has delivered a certificate confirming same to New Oroperu, executed by two (2) senior officers of First Light (in each case without personal liability) addressed to New Oroperu and dated the Effective Date.
(c) The post-Consolidation First Light Shares (including the Consideration Shares, the First Light Shares which are issuable upon the conversion of the Subscription Receipts and the First Light Shares which are issuable upon the exercise of the Replacement Options and the New Oroperu Warrants) shall have been conditionally approved for listing on the TSXV and the Arrangement shall have been conditionally approved as a Qualifying Transaction by the TSXV, subject to the customary requirements of the TSXV in respect of transactions of the nature of the Arrangement and First Light shall have delivered evidence of such conditional approval to New Oroperu;
(d) Since the date of this Agreement, there shall not have occurred any Material Adverse Effect with respect to First Light;
(e) a nominee of New Oroperu shall have been elected or appointed as a director of First Light;
(f) First Light, Finco and Subco shall have completed the Amalgamation; and
(g) First Light having paid or having made arrangements satisfactory to New Oroperu for the payment of, the Change of Control Payments.

6.4 Satisfaction of Conditions

The conditions precedent set out in Sections 6.1, 6.2 and (i) will be conclusively deemed to have been satisfied, waived or released at the Effective Time.

ARTICLE 7 TERM AND TERMINATION

7.1 Term

This Agreement shall be effective from the date hereof until the earlier of the Effective Date and the termination of this Agreement in accordance with its terms (except to the extent any terms are specifically noted herein as surviving the termination of this Agreement).

7.2 Termination

This Agreement may be terminated prior to the Effective Time by:

(a) the mutual written agreement of the Parties; or

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(b) either New Oroperu or First Light upon written notice by either one to the other if:
(i) the Required Approval is not obtained at the New Oroperu Meeting in accordance with the Interim Order, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(b)(i) if the failure to obtain the Required Approval has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
(ii) after the date of this Agreement, any Law is enacted, made, enforced or amended, as applicable, that makes the consummation of the Arrangement illegal or otherwise permanently prohibits or enjoins New Oroperu or First Light from consummating the Arrangement, and such Law has, if applicable, become final and non-appealable; or
(iii) the Effective Time does not occur on or prior to the Outside Date, provided that a Party may not terminate this Agreement pursuant to this Section 7.2(b)(iii) if the failure of the Effective Time to so occur has been caused by, or is a result of, a breach by such Party of any of its representations or warranties or the failure of such Party to perform any of its covenants or agreements under this Agreement;
(c) New Oroperu if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of First Light under this Agreement occurs that would cause the condition in Section 6.3(a) or Section 6.3(b) not to be satisfied, and such breach or failure is incapable of being cured; provided that any intentional breach shall be deemed to be incurable and New Oroperu is not then in breach of this Agreement so as to cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied;
(ii) prior to the Required Approval, the New Oroperu Board authorizes New Oroperu to enter into a written agreement with respect to a Superior Proposal, provided New Oroperu is then in compliance with Article 5, and that prior to or concurrent with such termination New Oroperu pays the Termination Fee; or
(iii) there has occurred a Material Adverse Effect to First Light which is incapable of being cured on or prior to the Outside Date.
(d) First Light if:
(i) a breach of any representation or warranty or failure to perform any covenant or agreement on the part of New Oroperu under this Agreement occurs that would cause any condition in Section 6.2(a) or Section 6.2(b) not to be satisfied, and such breach or failure is incapable of being cured; provided that any intentional breach shall be deemed to be incurable and First Light is not then in breach of this Agreement so as to cause any condition in Section 6.3(a) or Section 6.3(b) not to be satisfied;
(ii) the New Oroperu Board or any committee of the New Oroperu Board fails to recommend or withdraws, amends, modifies or qualifies, publicly proposes or states its intention to do so, or fails to publicly reaffirm (without qualification), the

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New Oroperu Board Recommendation (a “ Change in Recommendation ”) (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal which has been publicly disclosed by New Oroperu for more than five Business Days the formal announcement of the Acquisition Proposal shall be deemed to be a Change in Recommendation), or New Oroperu breaches Section 5.1 in any respect or the New Oroperu Board or any committee of the New Oroperu Board resolves or proposes to take any of the foregoing actions; or

(iii) there has occurred a Material Adverse Effect to New Oroperu which is incapable of being cured on or prior to the Outside Date.

7.3 Effect of Termination/Survival

(a) If this Agreement is terminated pursuant to Section 7.1 or Section 7.2, this Agreement shall become void and of no further force or effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party to this Agreement, except that in the event of termination under Section 7.2, this Section 7.3, Section 8.2 (Expense Fee), Section 8.3 (Expenses) and Section 8.7 (Third Party Beneficiaries) shall survive, and provided further that no Party shall be relieved of any liability for any wilful breach by it of this Agreement.
(b) As used in this Section 7.3, “willful breach” means a breach that is a consequence of an act undertaken by the breaching party with the actual knowledge that the taking of such act would, or would be reasonably expected to, cause a breach of this Agreement.

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

Subject to any requirements imposed by any applicable Law or by the Court, this Agreement and the Plan of Arrangement may, at any time and from time to time before or after the holding of the New Oroperu Meeting but not later than the Effective Time, be amended by mutual written agreement of the Parties, without further notice to or authorization on the part of the New Oroperu Securityholders, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the Parties;
(b) modify any representation or warranty contained in this Agreement or in any document delivered pursuant to this Agreement;
(c) modify any of the covenants contained in this Agreement and waive or modify performance of any of the obligations of the Parties; and/or
(d) modify any mutual conditions contained in this Agreement.

provided that such amendment does not (i) invalidate any required approval of the Arrangement by the New Oroperu Securityholders; or (ii) after the holding of the New Oroperu Meeting, result in an adverse change in the quantum or form of consideration payable to New Oroperu Securityholders pursuant to the Arrangement.

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8.2 Termination Fee and Expense Fee

(a) Despite any other provision in this Agreement relating to the payment of fees and expenses, including the payment of brokerage fees, if a Termination Fee Event occurs, New Oroperu shall pay First Light the Termination Fee in accordance with Section 8.2(c). If this Agreement is terminated by First Light pursuant to 7.2(b)(i) or Section 7.2(d)(i) New Oroperu shall within five (5) Business Days of such termination pay or cause to be paid the Expense Fee to First Light by wire transfer of immediately available funds.
(b) For the purposes of this Agreement, “ Termination Fee Event ” means the termination of this Agreement:
(i) by First Light, pursuant to Section 7.2(d)(ii);
(ii) by New Oroperu, pursuant to Section 7.2(c)(ii); or
(iii) by either Party pursuant to Section 7.2(b)(i) or Section 7.2(b)(iii) but only if, in the case of this Section 8.2(b)(iii), prior to the termination of this Agreement, an Acquisition Proposal, or the intention to make an Acquisition Proposal, with respect to New Oroperu shall have been made or publicly announced by any person (other than First Light or any of its affiliates) and has not expired or been withdrawn prior to the New Oroperu Meeting; and
- (A) within 12 months following the date of such termination such Acquisition Proposal is consummated; or
- (B) within 12 months following the date of such termination, New Oroperu or one of more of its subsidiaries enters into a binding written agreement in respect of, or the New Oroperu Board approves or recommends, such transaction contemplated by Section 8.2(b)(iii)(A), above, and that transaction is subsequently consummated at any time thereafter, provided that for the purposes of this Section 8.2(b)(iii) all references to “20%” in the definition of “Acquisition Proposal” shall be deemed to be references to “50%”.
(c) The Termination Fee shall be paid by New Oroperu to First Light as follows, by wire transfer or immediately available funds, if a Termination Fee Event occurs due to:
(i) a termination of this Agreement pursuant to Section 8.2(b)(i), within five (5) Business Days of the occurrence of such Termination Fee Event; and
(ii) a termination of this Agreement pursuant to Section 8.2(b)(ii) or Section 8.2(b)(iii), prior to or simultaneously with the occurrence of such Termination Fee Event.
(d) If this Agreement is terminated by New Oroperu pursuant to Section 7.2(c)(i), then First Light shall within five (5) Business Days of such termination pay or cause to be paid to New Oroperu by wire transfer of immediately available funds the Expense Fee.
(e) Each Party acknowledges that the agreements contained in Section 8.2 are an integral part of the transactions contemplated by this Agreement, and that without these agreements the other Party would not enter into this Agreement, and that the amounts set out in this Section 8.2 represent liquidated damages which are a genuine pre-

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estimate of the damages, including opportunity costs, which each Party will suffer or incur as a result of the event giving rise to such damages and resultant termination of this Agreement, and is not a penalty. Each Party irrevocably waives any right it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that the payment of an amount pursuant to this Section 8.2 in the manner provided herein is the sole and exclusive remedy of the other Party in respect of the event giving rise to such payment, provided, however, that nothing contained in this Section 8.2, and no payment of any such amount, will relieve or have the effect of relieving the other Party in any way from liability for damages incurred or suffered by such Party as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement and nothing contained in this Section 8.2 will preclude the Parties from seeking injunctive relief in accordance with Section 8.6 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith.

8.3 Expenses

(a) Subject to Section 8.2, all out-of-pocket third party transaction expenses incurred by a Party in connection with this Agreement and the Plan of Arrangement shall be paid by the Party incurring such expenses, whether or not the Arrangement is consummated.
(b) New Oroperu represents and warrants to First Light that, except as set out in Schedule 8.3 of the New Oroperu Disclosure Letter, no broker, finder or investment banker claiming by, through or under New Oroperu or any of its subsidiaries is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.
(c) First Light represents and warrants to New Oroperu that except for Medalist Capital Ltd. and Trinity Advisors Corporation, both of which will receive advisory fees, and amounts to be paid to Haywood Securities Inc. (and any syndicate formed by Haywood Securities Inc.) in connection with the Concurrent Financing, no broker, finder or investment banker claiming by, through or under Subco, Finco or First Light is or will be entitled to any brokerage, finder’s or other fee or commission in connection with the transactions contemplated by this Agreement.

8.4 Notices

(a) Any notice, or other communication given regarding the matters contemplated by this Agreement (must be in writing, sent by personal delivery, courier or facsimile (but not by electronic mail) and addressed:
(i) to First Light Capital Corp., Subco or Finco at:

1090 – 510 Burrard Street Vancouver, British Columbia V6C 3B9

Attention: James Currie, Chief Executive Officer Email: [email protected]

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

And

Clark Wilson LLP Suite 900 - 885 West Georgia Street Vancouver, British Columbia, V6C 3H6

Attention: Ethan Minsky email: [email protected]

(ii) to New Oroperu Resources Inc. at:

Suite 320 – 800 West Pender Street Vancouver, British Columbia V6C 2V6

Attention: K. Wayne Livingstone, President and Chief Executive Officer Email: [email protected]

with a copy (which shall not constitute notice) to

Blake, Cassels & Graydon LLP 595 Burrard St Suite 2600 Vancouver, B.C. V7X 1L3

Attention: Bob Wooder Email: [email protected]

(b) Any notice or other communication is deemed to be given and received (i) if sent by personal delivery or same day courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, (ii) if sent by overnight courier, on the next Business Day, or (iii) if sent by electronic mail, on the Business Day following the date of confirmation of transmission by the originating facsimile. A Party may change its address for service from time to time by providing a notice in accordance with the foregoing. Any subsequent notice or other communication must be sent to the Party at its changed address. Any element of a Party’s address that is not specifically changed in a notice will be assumed not to be changed. Sending a copy of a notice or other communication to a Party’s legal counsel as contemplated above is for information purposes only and does not constitute delivery of the notice or other communication to that Party. The failure to send a copy of a notice or other communication to legal counsel does not invalidate delivery of that notice or other communication to a Party.

8.5 Time of the Essence

Time is of the essence in this Agreement.

8.6 Injunctive Relief

The Parties agree that irreparable harm would occur for which money damages would not be an adequate remedy at law in the event that any of the provisions of this Agreement were not

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performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to injunctive and other equitable relief to prevent breaches of this Agreement, and to enforce compliance with the terms of this Agreement, this being in addition to any other remedy to which the Parties may be entitled at law or in equity.

8.7 Third Party Beneficiaries

(a) Except as provided in Section 4.9 which, without limiting their terms, are intended as stipulations for the benefit of the third Persons mentioned in such provisions (such third Persons referred to in this Section 8.7 as the “ Indemnified Persons ”) and except for the rights of the New Oroperu Shareholders to receive the Consideration and the New Oroperu Optionholders to receive the Replacement Options following the Effective Time pursuant to the Arrangement, New Oroperu and First Light intend that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties and that no Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.
(b) Despite the foregoing, First Light acknowledges to each of the Indemnified Persons their direct rights against it under Section 4.9 of this Agreement, which are intended for the benefit of, and shall be enforceable by, each Indemnified Person, his or her heirs and his or her legal representatives, and for such purpose, New Oroperu confirms that it is acting as trustee on their behalf, and agrees to enforce such provisions on their behalf. The Parties reserve their right to vary or rescind the rights at any time and in any way whatsoever, if any, granted by or under this Agreement to any Person who is not a Party, without notice to or consent of that Person, including any Indemnified Person.

8.8 Waiver

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party’s failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

8.9 Entire Agreement

This Agreement, including the Plan of Arrangement, constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

8.10 Successors and Assigns

(a) This Agreement becomes effective only when executed by New Oroperu and First Light. After that time, it will be binding upon and enure to the benefit of New Oroperu, First Light and their respective successors and permitted assigns.

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(b) Neither this Agreement nor any of the rights or obligations under this Agreement are assignable or transferable by any Party without the prior written consent of the other Party.

8.11 Severability

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions shall remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the fullest extent possible.

8.12 Governing Law

This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

8.13 Rules of Construction

The Parties to this Agreement waive the application of any Law or rule of construction providing that ambiguities in any agreement or other document shall be construed against the party drafting such agreement or other document.

8.14 No Liability

No director or officer of First Light shall have any personal liability whatsoever to New Oroperu under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of First Light. No director or officer of New Oroperu or any of its Subsidiaries shall have any personal liability whatsoever to First Light under this Agreement or any other document delivered in connection with the transactions contemplated hereby on behalf of New Oroperu or any of its Subsidiaries.

8.15 Language

The Parties expressly acknowledge that they have requested that this Agreement and all ancillary and related documents thereto be drafted in the English language only. Les parties aux présentes reconnaissent avoir exigé que la présente entente et tous les documents qui y sont accessoires soient rédigés en anglais seulement.

8.16 Counterparts

This Agreement may be executed in any number of counterparts (including counterparts by facsimile) and all such counterparts taken together shall be deemed to constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed facsimile or similar executed electronic copy of this Agreement, and such facsimile or similar executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[Remainder of page intentionally left blank. Signature pages follow.]

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IN WITNESS WHEREOF the Parties have executed this Arrangement Agreement.

FIRST LIGHT CAPITAL CORP.

Per: (signed) “James Currie” Name: James Currie, Title: Chief Executive Officer

NEW OROPERU RESOURCES INC.

Per: (signed) “K. Wayne Livingstone” Name: K. Wayne Livingstone Title: President and Chief Executive Officer

1310612 B.C. LTD.

Per: (signed) “James Currie” Name: James Currie, Title: Chief Executive Officer

1310620 B.C. LTD.

Per: (signed) “James Currie” Name: James Currie, Title: Chief Executive Officer

Signature Page to Arrangement Agreement

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51256369.16

SCHEDULE A PLAN OF ARRANGEMENT

IN THE MATTER OF AN ARRANGEMENT among New Oroperu Resources Inc. (“ New Oroperu ”) and the holders from time to time of the issued and outstanding common shares without par value in the capital of New Oroperu, pursuant to Part 9, Division 5 of the Business Corporations Act (British Columbia), as amended.

ARTICLE 1 INTERPRETATION

1.1 In this Plan of Arrangement, any capitalized term used herein and not defined in this Section 1.1 will have the meaning ascribed thereto in the Arrangement Agreement. Unless the context otherwise requires, the following words and phrases used in this Plan of Arrangement will have the meanings hereinafter set out:

“ Arrangement ” means the arrangement under Part 9, Division 5 of the BCBCA as described herein, subject to any amendments or supplements thereto made in accordance with the Arrangement Agreement and the provisions hereof or made at the direction of the Court in the Final Order.

“ Arrangement Agreement ” means the agreement made as of June 16, 2021 between First Light and New Oroperu, including all schedules annexed thereto, together with the New Oroperu Disclosure Letter, as each may be amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

“ Arrangement Resolution ” means the special resolution of the New Oroperu Shareholders approving the Arrangement which is to be considered at the New Oroperu Meeting and will be substantially in the form of Schedule B to the Arrangement Agreement.

“ BCBCA ” means the Business Corporations Act (British Columbia) and the regulations made thereunder, as now in effect and as they may be promulgated or amended from time to time.

“ Business Day ” means any day, other than a Saturday, a Sunday or a statutory or civic holiday in Vancouver, British Columbia.

“ Closing Certificate ” means a certificate in the form attached hereto as Appendix A which, when signed by an authorized representative of each of the Parties, will constitute acknowledgement by the Parties that this Plan of Arrangement has been implemented to their respective satisfaction.

“ Court ” means the Supreme Court of British Columbia.

“ Depositary ” means Computershare Investor Services Inc., or any other depositary or trust company, bank or financial institution agreed to between First Light and New Oroperu for the purpose of, among other things, exchanging certificates or DRS Statements representing New Oroperu Shares for First Light Shares in connection with the Arrangement.

“ Dissent Procedures ” has the meaning ascribed thereto in Section 5.1.

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“ Dissent Rights ” means the rights of dissent exercisable by the New Oroperu Shareholders in respect of the Arrangement described in Article 5 hereto.

“ Dissenter ” means a registered New Oroperu Shareholder who has duly exercised a Dissent Right and has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights and who is ultimately entitled to be paid the fair value of the New Oroperu Shares held by such registered New Oroperu Shareholder.

“ Dissenting Shares ” has the meaning ascribed thereto in Section 5.2.

“ Effective Date ” means the effective date of the Arrangement, being the third Business Day after the date upon which all conditions precedent (excluding conditions that, by their terms, cannot be satisfied until the Effective Date) to the completion of the Arrangement as set out in Article 6 of the Arrangement Agreement have been satisfied or waived in accordance with the Arrangement Agreement, or such other date as may be agreed to by First Light and New Oroperu, and First Light and New Oroperu will execute the Closing Certificate confirming the Effective Date.

“ Effective Time ” means the time on the Effective Date specified as the “ Effective Time ” on the Closing Certificate.

“ Exchange Ratio ” means five and eight hundred fifteen thousandths (5.815) First Light Shares for each one (1) New Oroperu Share.

“ Final Order ” means the final order of the Court, after a hearing on the fairness of the terms and conditions of the Arrangement, in a form acceptable to both New Oroperu and First Light, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of both New Oroperu and First Light, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that such amendment is acceptable to both New Oroperu and First Light, each acting reasonably) on appeal.

“ First Light ” means First Light Capital Corp., a corporation existing under the laws of the Province of British Columbia, Canada.

“First Light Options” means the options to purchase First Light Shares.

“ First Light Shares” means the common shares without par value in the authorized share capital of First Light.

“ Interim Order ” means the interim order of the Court pursuant to Section 291 of the BCBCA to be issued following application therefor contemplated by Section 2.2 of the Arrangement Agreement, after being informed of the intention to rely upon the exemption from registration under Section 3(a)(10) of the U.S. Securities Act with respect to First Light Shares to be issued pursuant to the Arrangement, in a form acceptable to both New Oroperu and First Light, each acting reasonably, providing for, among other things, the calling and holding of the New Oroperu Meeting, as such order may be amended, supplemented or varied by the Court with the consent of both New Oroperu and First Light, each acting reasonably.

“ New Oroperu ” means New Oroperu Resources Inc., a corporation existing under the laws of the Province of British Columbia, Canada.

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“ New Oroperu Meeting ” means the special meeting of New Oroperu Shareholders, including any adjournment or postponement thereof, to be called and held in accordance with the Interim Order to consider the Arrangement Resolution and for any other purpose as may be set out in the New Oroperu Circular.

“ New Oroperu Shareholders ” means the holders of the New Oroperu Shares, as the context requires, and New Oroperu Shareholder means any one of them.

“ New Oroperu Shares ” means the common shares without par value in the authorized share capital of New Oroperu.

“New Oroperu Warrants” means the share purchase warrants issued by New Oroperu listed in Schedule 10(b) of the New Oroperu Disclosure Letter.

“ Plan of Arrangement ” means this Plan of Arrangement and any amendments or variations thereto made in accordance with this Plan of Arrangement or upon the direction of the Court in the Final Order with the consent of New Oroperu and First Light, each acting reasonably.

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

“ Subsidiary ” has the meaning given such term in the Arrangement Agreement.

“ Tax Act ” means the Income Tax Act (Canada).

“ Transmittal Letter ” means the letter of transmittal to be sent by New Oroperu to New Oroperu Shareholders for use in connection with the Arrangement.

1.2 In this Plan of Arrangement, unless otherwise expressly stated or the context otherwise requires:
(a) the division of this Plan of Arrangement into Articles and Sections and the further division thereof into subsections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Plan of Arrangement. Unless otherwise indicated, any reference in this Plan of Arrangement to an Article, Section or subsection refers to the specified Article, Section or subsection to this Plan of Arrangement;
(b) the terms “ hereof ”, “ herein ”, “ hereunder ” and similar expressions refer to this Plan of Arrangement and not to any particular section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto and, unless otherwise indicated, a reference herein to a Section is to the appropriate Section of this Plan of Arrangement;
(c) words importing the singular number only will include the plural and vice versa, words importing the use of any gender will include all genders and words importing persons will include firms and corporations and vice versa;

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(d) if any date on which any action is required to be taken hereunder by any of the parties is not a Business Day, such action will be required to be taken on the next succeeding day which is a Business Day;
(e) the word “ including ” means “including, without limiting the generality of the foregoing”;
(f) a reference to a statute is to that statute as now enacted or as the statute may from time to time be amended, re-enacted or replaced and includes any regulation, rule or policy made thereunder; and
(g) all references to cash or currency in this Plan of Arrangement are to Canadian dollars unless otherwise indicated.

ARTICLE 2 ARRANGEMENT AGREEMENT

2.1 This Plan of Arrangement is made pursuant to and subject to the provisions of the Arrangement Agreement.
2.2 This Plan of Arrangement will become effective as at the Effective Time and will be binding without any further authorization, act or formality on the part of the Court, the Registrar, or New Oroperu Shareholders, from and after the Effective Time.

ARTICLE 3 ARRANGEMENT

3.1 On the Effective Date, subject to the provisions of Article 5 hereof, the following will occur and will be deemed to occur in the following sequence without any further authorization, act or formality:
(a) each issued New Oroperu Share outstanding immediately prior to the Effective Time held by a New Oroperu Shareholder in respect of which Dissent Rights have been validly exercised will be deemed to have been transferred without any further act or formality, to First Light, free and clear of any liens, claims and encumbrances in consideration for the right to receive the consideration in the amount and payable in accordance with Article 5, and:
- (i) such New Oroperu Shareholder will cease to be the registered holder of such Dissenting Shares and will cease to have any rights as registered holders of such New Oroperu Shares other than the right to be paid fair value for such Dissenting Shares as set out in Section 5.2(a);
- (ii) such New Oroperu Shareholder’s name will be removed as the registered holder of such Dissenting Shares from the registers of New Oroperu Shares maintained by or on behalf of New Oroperu; and
- (iii) First Light will be deemed to be the transferee of such Dissenting Shares, free and clear of any liens, claims and encumbrances;

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(b) immediately thereafter, each issued and outstanding New Oroperu Share (other than (i) any New Oroperu Share in respect of which a registered New Oroperu Shareholder has validly exercised his, her or its Dissent Right and (ii) New Oroperu Shares held by First Light) will be deemed to have been transferred to, and acquired by First Light, without any act or formality on the part of the holder of such New Oroperu Share or First Light, free and clear of all liens, claims and encumbrances, in exchange for such number of First Light Shares equal to the Exchange Ratio, provided that the aggregate number of First Light Shares payable to any New Oroperu Shareholder, if calculated to include a fraction of a First Light Share, will be rounded to the nearest whole First Light Share, with no consideration being paid for the fractional share, and the name of each such New Oroperu Shareholder will be removed from the register of holders of New Oroperu Shares and added to the register of holders of First Light Shares, and First Light will be recorded as the registered holder of such New Oroperu Shares so exchanged and will be deemed to be the legal and beneficial owner thereof;
(c) except for 2725487 Ontario Limited, whose New Oroperu Options shall be excluded and treated in accordance with Section 3.1(e) below and Rosa Caro, whose New Oroperu Options shall be excluded and treated in accordance with Section 3.1(f) below, each holder of New Oroperu Options shall be deemed to have exchanged fifty percent (50%) of his New Oroperu Options for Replacements Options to acquire from First Light, other than as provided herein, the number of First Light Shares equal to the product of: (A) the number of New Oroperu Shares subject to such New Oroperu Options immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an First Light Share on any particular exercise of Replacement Options, then the number of First Light Shares otherwise issued shall be rounded down to the nearest whole number of First Light Shares. The exercise price per First Light Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per New Oroperu Share subject to each such New Oroperu Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of New Oroperu Options for Replacement Options provided for in this Section 3.1(c). Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option for which it is exchanged, the number of First Light Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. The Replacement Options issued pursuant to this Section 3.1(c) shall be for a term expiring on the date that is one year following the Effective Date. First Light shall take all corporate action necessary to reserve for issuance a sufficient number of First Light Shares for delivery upon exercise of the Replacement Options exchanged for New Oroperu Options in accordance with this Section 3.1(c);
(d) those New Oroperu Options that are not exchanged at the Effective Time pursuant to Section 3.1(c) hereof shall be deemed to have vested immediately prior to the Effective

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Time and shall be transferred and disposed of to New Oroperu for cancellation at the Effective Time for an amount of cash equal to the difference between the exercise price and the 20-day volume weighted average share price of a New Oroperu share for the 20-day period ending on the day before the date of the first public announcement of this Agreement.

(e) all of the New Oroperu Options held by 2725487 Ontario Limited on the date of this Agreement that have not expired or been terminated prior to the Effective Date shall be deemed to be exchanged for Replacement Options to acquire from First Light the number of First Light Shares equal to the product of: (A) the number of New Oroperu Shares subject to such New Oroperu Options immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an First Light Share on any particular exercise of Replacement Options, then the number of First Light Shares otherwise issued shall be rounded down to the nearest whole number of First Light Shares. The exercise price per First Light Share subject to a Replacement Option shall be an amount equal to the quotient of: (A) the exercise price per New Oroperu Share subject to each such New Oroperu Option immediately before the Effective Time; divided by (B) the Exchange Ratio, provided that the aggregate exercise price payable on any particular exercise of Replacement Options shall be rounded up to the nearest whole cent. It is intended that the provisions of subsection 7(1.4) of the Tax Act apply to the exchange of New Oroperu Options for Replacement Options provided for in this Section 3.1(e). Therefore, in the event that the Replacement Option In-The Money Amount in respect of a Replacement Option exceeds the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option for which it is exchanged, the number of First Light Shares which may be acquired on exercise of the Replacement Option at and after the Effective Time will be adjusted accordingly with effect at and from the Effective Time to ensure that the Replacement Option In-The Money Amount in respect of the Replacement Option does not exceed the New Oroperu Option In-The Money Amount in respect of the New Oroperu Option and the ratio of the amount payable to acquire such shares to the value of such shares to be acquired shall be unchanged. The Replacement Options issued pursuant to this Section 3.1(e) shall be for a term expiring on the date that is 90 days following the Effective Date. First Light shall take all corporate action necessary to reserve for issuance a sufficient number of First Light Shares for delivery upon exercise of the Replacement Options exchanged for New Oroperu Options in accordance with this Section 3.1(e).
(f) all of the New Oroperu Options held by Rosa Caro shall be deemed to have vested immediately prior to the Effective Time and shall be transferred and disposed of to New Oroperu for cancellation at the Effective Time for an amount of cash equal to the positive difference between the exercise price and the 20-day volume weighted average share price of a New Oroperu share for the 20-day period ending on the day before the date of the first public announcement of this Agreement.
(g) each New Oroperu Warrant shall be amended to provide that, upon exercise, the New Oroperu Warrantholder will be entitled to acquire from First Light the number of First Light Shares equal to the product of: (A) the number of New Oroperu Shares subject to such New Oroperu Warrants immediately prior to the Effective Time; multiplied by (B) the Exchange Ratio, provided that, if the foregoing would result in the issuance of a fraction of an First Light Share on any particular exercise of New Oroperu Warrants, then the number of First Light Shares otherwise issued shall be rounded down to the nearest

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whole number of First Light Shares. The exercise price per First Light Share shall be an amount equal to the quotient of: (A) the exercise price per New Oroperu Share subject to each such New Oroperu Warrant immediately before the Effective Time; divided by (B) the Exchange Ratio.

ARTICLE 4 CERTIFICATES AND PAYMENTS

4.1 First Light will deposit the First Light Shares with the Depositary to satisfy the consideration issuable and/or payable to the New Oroperu Shareholders pursuant to this Plan of Arrangement (other than registered New Oroperu Shareholders validly exercising Dissent Rights and who have not withdrawn their notice of objection).
4.2 After the Effective Date, certificates formerly representing New Oroperu Shares which are held by a New Oroperu Shareholder will, except for New Oroperu Shares held by Dissenters, represent only the right to receive the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement.
4.3 No dividends or other distributions declared or made after the Effective Date with respect to the First Light Shares with a record date after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates for New Oroperu Shares which, immediately prior to the Effective Date, represented outstanding New Oroperu Shares and will not be payable or paid until the surrender of certificates for New Oroperu Shares for exchange for the consideration issuable and/or payable therefor pursuant to Section 3.1 in accordance with the terms of this Plan of Arrangement.
4.4 As soon as reasonably practicable after the Effective Date (subject to Section 6.2), the Depositary will forward to each New Oroperu Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the New Oroperu Shares held by such New Oroperu Shareholder, the certificates or DRS Statements representing the First Light Shares issued to such New Oroperu Shareholder pursuant to Section 3.1(b), which shares will be registered in such name or names and either (i) delivered to the address or addresses as such New Oroperu Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the New Oroperu Shareholder in the Transmittal Letter.
4.5 New Oroperu Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the consideration issuable or payable to them by delivering the certificates representing New Oroperu Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates must be accompanied by a duly completed Transmittal Letter, together with such other documents as the Depositary may require. Certificates or DRS Statements representing the First Light Shares issued to such New Oroperu Shareholder pursuant to Section 3.1 will be registered in such name or names and delivered to the address or addresses as such New Oroperu Shareholder directed in their Transmittal Letter or made available for pick up at the offices of the Depositary in accordance with the instructions of the New Oroperu Shareholder in the Transmittal Letter, as soon as reasonably practicable after receipt by the Depositary of the required certificates and documents.

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4.6 Any certificate which immediately prior to the Effective Date represented outstanding New Oroperu Shares and which has not been surrendered, with all other instruments required by this Article 4, on or prior to the sixth anniversary of the Effective Date, will cease to represent any claim against or interest of any kind or nature in New Oroperu, First Light or the Depositary.
4.7 In the event any certificate, which immediately before the Effective Time represented one or more outstanding New Oroperu Shares that was exchanged pursuant to Section 3.1, is lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed, the Depositary will issue in exchange for such lost, stolen or destroyed certificate, the consideration to which such Person is entitled in respect of the New Oroperu Shares represented by such lost, stolen, or destroyed certificate pursuant to Section 3.1 deliverable in accordance with such Person’s Transmittal Letter. When authorizing such issuances or payment in exchange for any lost, stolen or destroyed certificate, the Person to whom consideration is to be issued and/or paid will, as a condition precedent to the issuance and/or payment thereof, give a bond satisfactory to First Light and its transfer agent in such sum as First Light may direct or otherwise indemnify First Light in a manner satisfactory to it, against any claim that may be made against one or both of them with respect to the certificate alleged to have been lost, stolen or destroyed.

ARTICLE 5 RIGHTS OF DISSENT

5.1 Notwithstanding Section 3.1, holders of New Oroperu Shares may exercise rights of dissent (the “ Dissent Rights ”) in connection with the Arrangement pursuant to the Interim Order and in the manner set forth in sections 242 to 247 of the BCBCA, as modified by this Article 5, the Interim Order and the Final Order (collectively, the “ Dissent Procedures ”).
5.2 New Oroperu Shareholders who duly and validly exercise Dissent Rights (“ Dissenting Shareholders ”) with respect to their New Oroperu Shares (“ Dissenting Shares ”) and who:
(a) are ultimately entitled to be paid fair value for their Dissenting Shares will be deemed to have transferred their Dissenting Shares to First Light as of the Effective Time, without any further act or formality and free and clear of all liens, and shall be paid an amount equal to such fair value; or
(b) for any reason are ultimately not entitled to be paid fair value for their Dissenting Shares, will be deemed to have participated in the Arrangement on the same basis as a nondissenting New Oroperu Shareholder and will receive First Light Shares on the same basis as every other non-dissenting New Oroperu Shareholder;

but in no case will New Oroperu or First Light be required to recognize such persons as holding New Oroperu Shares on or after the Effective Date, and the names of such Dissenting Shareholders will be deleted from the register of New Oroperu as of the Effective Time. Further, in no circumstance will New Oroperu, First Light or any other person be required to recognize a person exercising Dissent Rights unless such person is a registered holder of those Oroperu Shares in respect of which such rights are sought to be exercised. For greater certainty, none of the following shall be entitled to exercise Dissent Rights (i) holders of New Oroperu Options, or (ii) New Oroperu Shareholders who vote, or who have instructed a proxyholder to vote, in favour of the Arrangement Resolution.

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ARTICLE 6 EFFECT OF THE ARRANGEMENT

6.1 As at and from the Effective Time:
(a) New Oroperu will be a wholly-owned Subsidiary of First Light;
(b) the rights of creditors against the property and interests of New Oroperu will be unimpaired by the Arrangement; and
(c) New Oroperu Shareholders, other than Dissenters, will hold First Light Shares in replacement for their New Oroperu Shares, as provided by the Plan of Arrangement.
6.2 First Light, New Oroperu and the Depositary will be entitled to deduct and withhold from any consideration payable, or amount, property or certificate deliverable, to any Person in accordance with this Plan of Arrangement or the Arrangement, such amounts as First Light, New Oroperu or the Depositary is required or permitted to deduct and withhold with respect to such payment under the Tax Act , the United States Internal Revenue Code of 1986 or any provision of provincial, state, local or foreign tax laws, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the holder of the shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority. Each of New Oroperu, First Light and the Depositary is hereby authorized to sell or otherwise dispose of such portion of First Light Shares payable as consideration as is necessary to provide sufficient funds to First Light, New Oroperu or the Depositary, as the case may be, to enable it to implement such deduction or withholding or related remittance of taxes, and First Light, New Oroperu or the Depositary will notify the holder thereof and remit to the holder any unapplied balance of the net proceeds of such sale.

ARTICLE 7 AMENDMENTS

7.1 First Light and New Oroperu reserve the right to amend, modify and/or supplement this Plan of Arrangement from time to time at any time prior to the Effective Date, provided that any such amendment, modification or supplement must be contained in a written document that is approved by each of First Light and New Oroperu and is filed with the Court. Subject to Section 7.3, if such amendment, modification or supplement is made following the New Oroperu Meeting, it will be approved by the Court and, if required by the Court, communicated to the New Oroperu Shareholders, and will become part of the Arrangement upon completion of all the conditions required in the Court approval.
7.2 Save and except as may be otherwise provided in the Interim Order, any amendment, modification or supplement to this Plan of Arrangement may be proposed by First Light or New Oroperu (provided that the other will have consented thereto) at any time prior to the New Oroperu Meeting with or without any other prior notice or communication to New Oroperu Shareholders, and if so proposed and accepted by New Oroperu Shareholders voting at the New Oroperu Meeting, will become part of this Plan of Arrangement for all purposes.
7.3 Any amendment, modification or supplement to this Plan of Arrangement may be made by First Light and New Oroperu without approval of the New Oroperu Shareholders provided that it

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concerns a matter which, in the reasonable opinion of First Light and New Oroperu is of an administrative nature required to better give effect to the implementation of this Plan of Arrangement and is not materially adverse to the financial or economic interests of any of the New Oroperu Shareholders.

ARTICLE 8 FURTHER ASSURANCES

8.1 Notwithstanding that the transactions and events set out herein will occur and be deemed to occur in the order set out in this Plan of Arrangement without any further act or formality, each of the parties to the Arrangement Agreement will make, do and execute, or cause to be made, done and executed, all such further acts, deeds, agreements, transfers, assurances, instruments or documents as may reasonably be required by any of them in order further to document or evidence any of the transactions or events set out therein.

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Appendix A To the Plan of Arrangement – Closing Certificate

Re: Arrangement Agreement dated June 16, 2021 between First Light Capital Corp. and New Oroperu Resources Inc. (the “ Arrangement Agreement ”)

Defined terms used but not defined in this certificate shall have the meaning ascribed thereto in the Arrangement Agreement.

Each of the undersigned hereby confirms that the undersigned is satisfied that the conditions precedent to its respective obligations to complete the Arrangement Agreement have been satisfied and that the Arrangement is completed as of _ (am/pm Vancouver local time) (the “ Effective Time ”) on ______, 2021 (the “ Effective Date ”).

FIRST LIGHT CAPITAL CORP.

Per:

Name: James Currie, Title: Chief Executive Officer

NEW OROPERU RESOURCES INC.

Per:

Name: K. Wayne Livingstone Title: President and Chief Executive Officer

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SCHEDULE B ARRANGEMENT RESOLUTION

BE IT RESOLVED THAT:

The arrangement (the “ Arrangement ”) under section 288 of the Business Corporations Act (British Columbia) (the “ BCBCA ”) involving New Oroperu Resources Inc. (“ New Oroperu ”) and its shareholders, all as more particularly described and set forth in the Management Information Circular (the “ Circular ”) of New Oroperu dated , 2021 accompanying the notice of this meeting (as the Arrangement may be modified, supplemented or amended), is hereby authorized, approved and adopted.
The plan of arrangement, as it may be or has been amended (the “ Plan of Arrangement ”), involving New Oroperu and implementing the Arrangement, the full text of which is set out in Schedule  to the Circular (as the Plan of Arrangement may be, or may have been, modified, supplemented or amended), is hereby approved and adopted.
The arrangement agreement (the “ Arrangement Agreement ”) between New Oroperu and First Light Capital Corp., dated June 16, 2021, the actions of the directors of New Oroperu in approving the Arrangement and the actions of the officers of New Oroperu in executing and delivering the Arrangement Agreement and any amendments thereto are hereby ratified and approved.
New Oroperu is authorized to apply for a final order from the Supreme Court of British Columbia to approve the Arrangement on the terms set forth in the Arrangement Agreement and the Plan of Arrangement (as they may be, or may have been, amended, modified or supplemented and as described in the Circular).
Notwithstanding that this resolution has been passed (and the Arrangement adopted) by the shareholders of New Oroperu or that the Arrangement has been approved by the Supreme Court of British Columbia, the directors of New Oroperu are hereby authorized and empowered, without further notice to, or approval of, the shareholders of New Oroperu:
(a) to amend the Arrangement Agreement or the Plan of Arrangement to the extent permitted by the Arrangement Agreement or the Plan of Arrangement; or
(b) subject to the terms of the Arrangement Agreement, not to proceed with the Arrangement.
Any director or officer of New Oroperu is hereby authorized and directed for and on behalf of New Oroperu to execute, whether under corporate seal of New Oroperu or otherwise, and to deliver such documents as are necessary or desirable to give effect to the Arrangement.
Any director or officer of New Oroperu is hereby authorized, for and on behalf and in the name of New Oroperu, to execute and deliver, whether under corporate seal of New Oroperu or otherwise, all such agreements, forms, waivers, notices, certificates, confirmations and other documents and instruments and to do or cause to be done all such other acts and things as in the opinion of such director or officer may be necessary, desirable or useful for the purpose of giving effect to the foregoing resolutions, the Arrangement Agreement and the completion of the Plan of Arrangement in accordance with the terms of the Arrangement Agreement, including:

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(a) all actions required to be taken by or on behalf of New Oroperu, and all necessary filings and obtaining the necessary approvals, consents and acceptances of appropriate regulatory authorities; and
(b) the signing of the certificates, consents and other documents or declarations required under the Arrangement Agreement or otherwise to be entered into by New Oroperu,

such determination to be conclusively evidenced by the execution and delivery of such document, agreement or instrument or the doing of any such act or thing.

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SCHEDULE C REPRESENTATIONS AND WARRANTIES OF NEW OROPERU

Except as set forth in the correspondingly numbered paragraph of the New Oroperu Disclosure Letter, New Oroperu hereby represents and warrants to First Light as follows, and acknowledges and agrees that First Light is relying upon such representations and warranties in connection with the entering into of this Agreement:

Organization and Qualification. New Oroperu and each of its Subsidiaries are corporations duly incorporated and validly existing under the Law of their respective jurisdiction of incorporation, continuance or creation and each has full corporate power and authority to own its assets and conduct its business as now owned and conducted and no steps or proceedings have been taken by any Person, voluntary or otherwise, requiring or authorizing the dissolution or winding up of New Oroperu or any of its Subsidiaries. New Oroperu and its Subsidiaries are each duly qualified, licensed or registered to conduct business and are each in good standing in each jurisdiction in which its assets are located or it conducts business, and has all necessary governmental licenses, authorizations, permits, consents and approvals required to own, lease and operate its properties and assets and to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which do not have and would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to New Oroperu.
Authority Relative to this Agreement. New Oroperu has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by New Oroperu and the consummation by New Oroperu of the transactions contemplated by this Agreement have been duly authorized by the New Oroperu Board and no other corporate proceedings on the part of New Oroperu or its Subsidiaries are necessary to authorize this Agreement except for the authorization of New Oroperu Shareholders of the Arrangement Resolution. This Agreement has been duly executed and delivered by New Oroperu and constitutes a valid and binding obligation of New Oroperu, enforceable by First Light against New Oroperu in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Law affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
No Conflict. The execution, delivery and performance by New Oroperu of this Agreement and the consummation of the Arrangement, all in accordance with the terms and conditions hereof, do not and shall not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition), violate, conflict with or result in a breach of, or permit the termination, cancellation, acceleration or other change of any right or obligation under:
(a) any of the articles or other Constating Documents of New Oroperu or its Subsidiaries;
(b) subject to the receipt of the consents set forth in the New Oroperu Disclosure Letter, any Material Contract of New Oroperu or its Subsidiaries or any New Oroperu License;
(c) except for compliance with applicable Securities Law and stock exchange rules and policies, any statute, rule, regulation or Law applicable to New Oroperu and the Subsidiaries of New Oroperu; or

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(d) assuming compliance with the matters, or obtaining the approvals, referred to in clauses 3(b) and (c) above, any provision of any applicable Law or any license, approval, consent or authorization issued by a Governmental Authority held by New Oroperu and each of New Oroperu’s Subsidiaries,

with such exceptions, in the case of each of clauses 3(b) through (d), as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to the New Oroperu or any New Oroperu Subsidiary.

Subsidiaries. New Oroperu does not have Subsidiaries or any material interests in any Person, other than as disclosed in New Oroperu’s Public Record or the New Oroperu Disclosure Letter.
Compliance with Law and Permits. New Oroperu and the Subsidiaries of New Oroperu and the operation of each of their businesses are in compliance with, have not received written notice, correspondence or warning of any alleged violation, offence or breach of, and to the knowledge of New Oroperu, are not under investigation or subject to any Action or complaint with respect to and have not been threatened to be charged with or notified of any alleged violation, offence or breach of, any Law applicable to any of them or any of their permits issued by any Governmental Authority, including any Law relating in whole or in part to medical records, medical information privacy, personal information, employment, employment practices, labour (including pay equity and wages, termination and severance, and unfair labour practice), health and safety and/or Environmental Law, in each case, except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to New Oroperu.
Licenses. New Oroperu does not currently have any licenses nor is it required to obtain any licenses in order to carry on its business as now conducted.
Regulatory Compliance. In each case except as would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect with respect to New Oroperu:
(a) the business activities of New Oroperu and the Subsidiaries of New Oroperu are, in all material respects, being conducted in accordance with applicable Law.
(b) New Oroperu and its Subsidiaries have not received any written notice, correspondence or warning from a Governmental Authority requiring the termination or suspension of any study, test or trial conducted by, or on behalf of, New Oroperu or its Subsidiaries or in which New Oroperu or its Subsidiaries have participated and have not received any written notice or correspondence from other third parties requiring the termination or suspension of any study, test or trial conducted by others on the existing products of New Oroperu or its Subsidiaries or the products of New Oroperu or its Subsidiaries under development.
Privacy and Security.
(a) New Oroperu and its Subsidiaries:
- (i) have operated their businesses in compliance, in all material respects, with all applicable Law relating to personal information collected by New Oroperu; and

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(ii) have taken all reasonable steps to implement all confidentiality, security and other protective measures required by Law with respect personal information collected by New Oroperu, in each case, in all material respects.

Without limiting the foregoing, New Oroperu and its Subsidiaries are and have at all times been in material compliance with the privacy and security requirements of the Personal Information Protection and Electronic Documents Act (Canada) and other applicable privacy Law of any jurisdiction (collectively, “ Privacy Laws ”).

(b) To the knowledge of New Oroperu, neither New Oroperu nor any of its Subsidiaries has experienced any breach, misappropriation, or unauthorized collection, use or disclosure of any personal information and all protected health information for which written notification was given or required to be given under applicable Privacy Laws.
(c) New Oroperu has not been notified in writing of and, to the knowledge of New Oroperu, is not the subject of, any complaint, regulatory investigation or proceeding related to data security or privacy.
Company Authorizations. New Oroperu and its Subsidiaries have obtained all authorizations (“ Authorizations ”) from applicable Government Authorities necessary for the ownership, operation, development, maintenance, or use of the material assets of New Oroperu or its Subsidiaries or otherwise in connection with the material business or operations of New Oroperu or its Subsidiaries and such Authorizations are in full force and effect. New Oroperu and its Subsidiaries have fully complied with and are in compliance with all Authorizations except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect with respect to New Oroperu. There is no action, investigation or proceeding pending or, to the knowledge of New Oroperu, threatened regarding any of the Authorizations. None of New Oroperu nor any of its Subsidiaries has received any notice, whether written or oral, of revocation or non-renewal of any such Authorizations, or of any intention of any Person to revoke or refuse to renew any of such Authorizations, and, to the knowledge of New Oroperu, all such Authorizations continue to be effective in order for New Oroperu and its Subsidiaries to continue to conduct their respective businesses as they are currently being conducted.
Capitalization and Listing.
(a) The authorized share capital of New Oroperu consists only of an unlimited number of New Oroperu Shares. As at the date of this Agreement there are:
- (i) 27,887,962 New Oroperu Shares validly issued and outstanding as fully-paid and non-assessable New Oroperu Shares;
- (ii) 3,400,000 outstanding New Oroperu Options providing for the issuance of 3,400,000 New Oroperu Shares upon the exercise thereof; and
- (iii) 3,598,572 outstanding New Oroperu Warrants providing for the issuance of 3,598,572 New Oroperu Shares upon the exercise thereof.

There are no other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of New Oroperu or any of its Subsidiaries to issue or sell any New Oroperu Shares or of any of its Subsidiaries or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any New Oroperu Shares or any of

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its Subsidiaries, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of New Oroperu or any of its Subsidiaries, and no Person is entitled to any pre-emptive or other similar right granted by New Oroperu or any of its Subsidiaries.

(b) Schedule 10(b) to the New Oroperu Disclosure Letter sets forth, as of the date hereof, the holders of all outstanding New Oroperu Options and New Oroperu Warrants and the number, exercise prices and expiration dates of each grant to such holders. All New Oroperu Shares that may be issued pursuant to the exercise of outstanding New Oroperu Options and New Oroperu Warrants will, when issued in accordance with the terms of the New Oroperu Options and New Oroperu Warrants, as the case may be, be duly authorized, validly issued, fully-paid and non-assessable and are not and will not be subject to or issued in violation of, any pre-emptive rights.
(c) There are no outstanding contractual obligations of New Oroperu or any of its Subsidiaries to repurchase, redeem or otherwise acquire any New Oroperu Shares or any shares of its Subsidiaries. No Subsidiaries of New Oroperu own any New Oroperu Shares.
(d) No order ceasing or suspending trading in securities of New Oroperu nor prohibiting the sale of such securities has been issued and remains outstanding against New Oroperu or its directors, officers or promoters.
(e) To the knowledge of New Oroperu and except as disclosed in the Disclosure Letter, no third party has any right, claims, charges, liens, Encumbrances or interests in respect of the direct or indirect acquisition of New Oroperu Shares, New Oroperu Options, New Oroperu Warrants or the securities of its Subsidiaries (other than as publicly disclosed or disclosed in writing to First Light prior to the date of this Arrangement Agreement), including any rights of first refusal, option or call rights, and on completion of the Arrangement, all New Oroperu Shares, New Oroperu Options and New Oroperu Warrants and the securities of its Subsidiaries will be free of any rights, claims, charges, liens, Encumbrances or interests of any third party.
Shareholder and Similar Agreements. Except as disclosed in the New Oroperu Disclosure Letter, New Oroperu is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding New Oroperu Shares or the shares of any of its Subsidiaries.
U.S. Securities Law Matters.
(a) There is no class of securities of New Oroperu which is registered pursuant to Section 12 of the Exchange Act , nor is New Oroperu subject to any reporting obligation (whether active or suspended) pursuant to Section 15(d) of the Exchange Act . New Oroperu is not, and has never been, subject to any requirement to register any class of its equity securities pursuant to Section 12(g) of the Exchange Act .
(b) New Oroperu is not an investment company registered or required to be registered under the U. S. Investment Company Act of 1940, as amended.
(c) New Oroperu is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act.

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(d) To the best of its knowledge, after inquiry, and with the exception of Rosa Caro, none of the New Oroperu Optionholders is a U.S. Person as defined in Rule 902(k) of Regulation S, promulgated by the U.S. Securities and Exchange Commission under the U.S. Securities Act.
Public Record. New Oroperu is in compliance with its timely and continuous disclosure obligations under the securities laws of British Columbia, Alberta and Ontario and, without limiting the generality of the foregoing, there has not occurred any “material change” (as defined under applicable securities legislation of the Provinces of British Columbia, Alberta and Ontario) which has not been publicly disclosed on a non-confidential basis and the statements collectively set forth in the Public Record are true correct and complete in all material respects and, except as may be been corrected by subsequent disclosure, all the statements set forth in the Public Record were true, correct, and complete in all material respects and did not contain any Misrepresentation as of the date of such statements and New Oroperu has not filed any confidential material change reports since the date of such statements which remain confidential as of the date hereof.
Financial Statements.
(a) The audited consolidated financial statements of New Oroperu as at and for each of the fiscal years ended on December 31, 2020 and December 31, 2019 including the notes thereto and the reports by New Oroperu’s auditors thereon, and the interim consolidated financial statements for New Oroperu for the period ended March 31, 2021, including the notes thereto, have been prepared in accordance with IFRS applied on a basis consistent with prior periods and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), consolidated financial position and results of operations of New Oroperu and its Subsidiaries as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto).
(b) Since December 31, 2020, neither New Oroperu nor its Subsidiaries nor, to New Oroperu’s knowledge, any director, officer, employee, auditor, accountant or representative of New Oroperu or its Subsidiaries has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of New Oroperu or its Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion, or claim that New Oroperu or its Subsidiaries has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the New Oroperu Board.
Related Party Transactions. Neither New Oroperu nor any of its Subsidiaries is indebted to any director, officer, employee or agent of, or independent contractor to, New Oroperu or any of its Subsidiaries or any of their respective affiliates or associates. Except as set out in Schedule 15 of the New Oroperu Disclosure Letter, no director, officer, employee or agent of New Oroperu or any of its Subsidiaries or any of their respective affiliates or associates is a party to any loan, contract, arrangement or understanding or other transactions with New Oroperu or any of its Subsidiaries. Except as set out in Schedule 15 of the New Oroperu Disclosure Letter, there are no contracts, entitlements or other transactions between New Oroperu or any of its Subsidiaries, on the one hand, and any:
(a) officer or director of New Oroperu or any of its Subsidiaries;

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(b) any holder of record or beneficial owner of any the voting or non-voting equity securities of New Oroperu or any of its Subsidiaries; or
(c) any affiliate or associate of any such officer, director or beneficial owner, on the other hand.
Undisclosed Liabilities. Other than as disclosed in the New Oroperu Disclosure Letter, neither New Oroperu nor its Subsidiaries has any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for liabilities and obligations that are specifically presented on the audited consolidated statements of financial position of New Oroperu as of December 31, 2020 or the unaudited consolidated statements of financial position as of March 31, 2021 (collectively, the “ New Oroperu Statement of Financial Position ”) or disclosed in the notes thereto. Without limiting the foregoing, the New Oroperu Statement of Financial Position reflects reasonable provisions in accordance with IFRS for contingent liabilities relating to pending litigation and other contingent obligations of New Oroperu and its Subsidiaries.
No Option on Assets. Other than as disclosed in the New Oroperu Disclosure Letter, to the knowledge of New Oroperu, no Person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from New Oroperu or any of its Subsidiaries of the material assets of New Oroperu or its Subsidiaries, including any equity securities of Aurifera and any interest in the Tres Cruces Property.
Title to Assets.
(a) New Oroperu and the Subsidiaries of New Oroperu have a good and marketable title to the owned real property set out in Schedule 18(a) of the New Oroperu Disclosure Letter (the “ New Oroperu Properties ”), free and clear of any Encumbrances, other than as would not have a Material Adverse Effect with respect to New Oroperu or as disclosed in the New Oroperu Disclosure Letter.
(b) New Oroperu and the Subsidiaries of New Oroperu have good and valid title to, or a valid and enforceable leasehold interest in, as applicable, all material personal property owned or leased by it, free and clear of any Encumbrances, except as would not have a Material Adverse Effect with respect to New Oroperu or as disclosed in the New Oroperu Disclosure Letter.

Real Property.

(a) None of New Oroperu or any of its Subsidiaries has any leasehold interests in any real property, nor do any of them have possession of any real property that is not owned by them. Schedule 19 of the New Oroperu Disclosure Letter lists all New Oroperu Properties and sets forth the legal descriptions thereto. There are no existing contracts, options, rights of first refusal, leases or otherwise, to sell, transfer, lease or otherwise dispose of any New Oroperu Properties, or to purchase or acquire any New Oroperu Properties, and New Oroperu and its Subsidiaries are not aware of any circumstances which would result in any sale or disposal, whether by sale, lease or otherwise, of any of the New Oroperu Properties including power of sale, foreclosure, expropriation or judicial proceedings.
(b) To the knowledge of New Oroperu:

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  - (i) neither New Oroperu nor its Subsidiaries are in material breach of any applicable Law, including any material building, zoning or other statutes or any official plan, or any covenants, restrictions, rights or easements affecting any of the New Oroperu Properties;

  - (ii) all buildings, structures, additions and/or improvements situated on any of the New Oroperu Properties are located wholly within the boundaries of such New Oroperu Properties, are free of any structural or material defect and comply with all Law, covenants, restrictions, rights, easements, liens and charges affecting the same and their use, in each case in all material respects; and

  - (iii) there are no outstanding non-compliance orders, deficiency notices or other such notices from any Governmental Authority relative to any of the New Oroperu Properties.

(c) The New Oroperu Properties are adequately serviced by utilities (or well water with adequate septic systems, if any) having adequate capacities for the normal operations of New Oroperu’s facilities, and the facilities of New Oroperu’s Subsidiaries. The New Oroperu Properties have enforceable rights of access to and from public streets or highways satisfactory, sufficient and adequate for the normal operations of the business of New Oroperu and its Subsidiaries and New Oroperu is not aware of any fact or circumstance which could result in the termination or restriction of such access.
(d) Except as disclosed in the New Oroperu Disclosure Letter, no amounts are owing by New Oroperu or its Subsidiaries in respect of any of the New Oroperu Properties to any public utility, other than current accounts which are not in arrears. All amounts that are due for labour or materials supplied to or on behalf of New Oroperu or its Subsidiaries relating to the construction, alteration or repair of or on any of the New Oroperu Properties have been paid in full and, to the knowledge of New Oroperu, no one has filed any construction, builders’, mechanics’ or similar liens relating to the supply of work or materials to or on any of the New Oroperu Properties with respect to amounts that are not in arrears.
(e) No part of the New Oroperu Properties has been taken, condemned or expropriated by any Governmental Authority nor has any written notice or proceeding in respect thereof been given to New Oroperu or its Subsidiaries or, to the knowledge of New Oroperu or its Subsidiaries, commenced nor, to the knowledge of New Oroperu or its Subsidiaries, does any Person have any intent or proposal to give such notice or commence any such proceedings.
To the best of its knowledge, the disclosure in the New Oroperu Disclosure Letter regarding Minera Barrick, the Barrick Agreement and the Mining Agreement is complete and accurate in all material respects.
To the knowledge of New Oroperu, the NI 43-101 Technical Report & Resource Update for the Tres Cruces Project, North Central Peru, prepared for New Oroperu by Jeffrey D. Rowe, James N. Gray and Ruperto Castro Ocampo with an effective date of March 16, 2021, complies with National Instrument 43-101, and is current in all respects. To the knowledge of New Oroperu, the information provided by New Oroperu to the authors of this report was complete and accurate at the time such information was furnished.

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The New Oroperu Disclosure Letter contains a complete list of the mineral concessions comprising the Tres Cruces Property; all of those mineral concessions are beneficially and legally owned 100% by Aurifera, are in good standing as of the date of this Agreement and will be in good standing, without need of any further action by Aurifera, for a period of at least six months following the Effective Date.
Except as set forth in the New Oroperu Disclosure Letter no person has any royalty, fee or similar arrangement in respect of the production from the Tres Cruces Property.
Severance and Employment Matters.
(a) Except as disclosed in the New Oroperu Disclosure Letter, neither New Oroperu nor any of its Subsidiaries has entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer, employee or independent contractor in connection with the termination of their position or their employment as a direct result of a change in control of New Oroperu (including as a result of the Arrangement).
(b) New Oroperu and its Subsidiaries are in material compliance with all Law respecting employment and employment practices, including but not limited to, terms and conditions of employment, pay equity and wages and has not and is not engaged in any unfair labour practice.
(c) Neither New Oroperu nor its Subsidiaries:
- (i) is a party to any collective bargaining agreement; or
- (ii) is subject to any application for certification or, to the knowledge of New Oroperu, threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement.
(d) Neither New Oroperu nor its Subsidiaries is subject to any claim for wrongful dismissal, constructive dismissal or any other tort claim, actual or, to the knowledge of New Oroperu, threatened, or any litigation actual, or to the knowledge of New Oroperu, threatened, relating to employment or termination of employment of employees or independent contractors.
(e) Except as disclosed in the New Oroperu Disclosure Letter, the execution, delivery and performance of this Agreement and the consummation of the Arrangement shall not:
- (i) result in any material payment (including bonus, golden parachute, retirement, severance, unemployment compensation, or other benefit or enhanced benefit) becoming due or payable to any of New Oroperu’s or New Oroperu’s Subsidiaries’ employees;
- (ii) materially increase the compensation or benefits otherwise payable to any employee of New Oroperu or its Subsidiaries; or
- (iii) result in the acceleration of the time of payment or vesting of any material benefits or entitlement otherwise available pursuant to any employee benefit plan of New Oroperu or its Subsidiaries.

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(f) Neither New Oroperu nor its Subsidiaries are a party to any collective bargaining agreements, enterprise agreements or analogous agreements. To the knowledge of New Oroperu:
- (i) New Oroperu and its Subsidiaries are not subject to any application for certification or threatened or apparent union-organizing campaigns for employees not covered under a collective bargaining agreement, enterprise agreement or analogous agreement;
- (ii) there are no current or threatened strikes or lockouts affecting New Oroperu or its Subsidiaries or any complaint of unfair labour practice (other than routine individual grievances);
- (iii) there are no successor or related employer applications; and
- (iv) there are no employee associations, retiree associations, voluntary recognized or certified unions or analogous organizations authorized to represent any of the employees of New Oroperu or its Subsidiaries.
Absence of Certain Changes or Events. Except as disclosed in the New Oroperu Disclosure Letter, since March 31, 2021:
(a) New Oroperu and its Subsidiaries have conducted their respective businesses only in the Ordinary Course and consistent with past practice;
(b) there has not been any event, circumstance or occurrence which has had or is reasonably likely to give rise to a Material Adverse Effect;
(c) there has not been any change in the accounting practices used by New Oroperu and its Subsidiaries, except as disclosed in New Oroperu’s Public Record;
(d) there has not been any increase in the salary, bonus, or other remuneration payable to any employees, independent contractors, officers or directors of New Oroperu or any of its Subsidiaries;
(e) there has not been any redemption, repurchase or other acquisition of New Oroperu Shares by New Oroperu, or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, shares or property) with respect to the New Oroperu Shares;
(f) there has not been any entering into, or an amendment of, any Material Contract; and
(g) there has not been any satisfaction or settlement of any material claims or material liabilities that were not reflected in New Oroperu’s audited financial statements, other than the settlement of claims or liabilities incurred in the Ordinary Course consistent with past practice.
Litigation. There is no claim, action, proceeding or investigation pending or, to the knowledge of New Oroperu, threatened against or relating to New Oroperu or its Subsidiaries, the business of New Oroperu or any of its Subsidiaries or affecting any New Oroperu Properties, or assets, before or by any Governmental Authority, nor to the knowledge of New Oroperu are there any events or circumstances which could reasonably be expected to give rise to any such claim,

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action, proceeding or investigation, which has a reasonable prospect of succeeding or, if successful, would give rise to a Material Adverse Effect. Neither New Oroperu nor any of its Subsidiaries is subject to any outstanding order, writ, injunction or decree which has had or is reasonably likely to have a Material Adverse Effect or which would prevent or materially delay consummation of the transactions contemplated by this Agreement.

27. Taxes.

Other than as disclosed in Schedule 27 of the New Oroperu Disclosure Letter:

(a) Each of New Oroperu and its Subsidiaries has duly and in a timely manner made or prepared all Tax Returns required to be made or prepared by it, and duly and in a timely manner filed all Tax Returns required to be filed by it with the appropriate Governmental Authority, such Tax Returns were complete and correct in all material respects and New Oroperu and each of its Subsidiaries has paid all Taxes, including installments on account of Taxes for the current year required by applicable Law, which are due and payable by it whether or not assessed by the appropriate Governmental Authority. The interim consolidated financial statements for New Oroperu for the period ended March 31, 2021 reflect and include adequate provision for all Taxes due or accruing (whether subject to a contingency or otherwise). Since the date of such interim consolidated financial statements, no liability in respect of Taxes not reflected in such statements has been assessed, proposed to be assessed, incurred or accrued (whether subject to a contingency or otherwise), other than in the Ordinary Course, and none (whether in the Ordinary Course or not) that would or could, singly or together, have a Material Adverse Effect.
(b) Each of New Oroperu and its Subsidiaries has duly and timely collected all amounts on account of any sales, use or transfer Taxes, including goods and services, harmonized sales, provincial and territorial taxes and state and local taxes, required by Law to be collected by it and has duly and timely remitted to the appropriate Governmental Authority such amounts required by Law to be remitted by it.
(c) None of New Oroperu nor any of its Subsidiaries has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Tax Returns that has effect for any period ending after the Effective Date.
(d) There are no proceedings, investigations, audits or claims now pending or to New Oroperu’s knowledge threatened against New Oroperu or any of its Subsidiaries in respect of any Taxes and there are no matters under discussion, audit or appeal with any Governmental Authority relating to Taxes.
(e) None of New Oroperu nor any of its Subsidiaries has acquired property from a non-arm’s length Person, within the meaning of the Tax Act : (i) for consideration the value of which is less than the fair market value of the property; or (ii) as a contribution of capital for which no shares were issued by the acquirer of the property.
(f) For the purposes of the Tax Act and any other relevant Tax purposes:
(i) New Oroperu is resident in Canada and a “taxable Canadian corporation”; and

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  - (ii) Each of New Oroperu’s Subsidiaries is resident in the jurisdiction in which it was formed, and is not resident in any other country.

(g) There are no Encumbrances for Taxes upon any properties or assets of New Oroperu or any of its Subsidiaries (other than Encumbrances arising by operation of law and relating to Taxes not yet due and payable and for which adequate reserves have been recorded on the most recent balance sheet included in New Oroperu’s audited financial statements).
(h) Each of New Oroperu and its Subsidiaries has duly and timely deducted, collected or withheld from any amount paid or credited (or deemed to be paid or credited) by it to or for the account or benefit of any Person all Taxes and other amounts required by Law to be withheld, deducted or collected, and has duly and timely remitted to the appropriate Governmental Authority all Taxes and other amounts required by Law to be remitted (including, without limitation, income taxes, employment insurance premiums, pension plan contributions, employer health tax remittances, sales taxes, use taxes, goods and services taxes, non-resident withholding taxes and other Taxes and amounts it is required by applicable Law to so deduct, or collect or withhold and remit).
Books and Records. The corporate records and minute books of New Oroperu and its Subsidiaries have been maintained in all material respects in accordance with all applicable Law, and the minute books of New Oroperu and its Subsidiaries as provided or made available to First Light are complete and accurate in all material respects.
Insurance.
(a) Each of New Oroperu and its Subsidiaries has in place reasonable and prudent insurance policies appropriate for its size, nature and stage of development. Except as otherwise disclosed in writing by New Oroperu to First Light, all premiums payable prior to the date hereof under such policies of insurance have been paid and neither New Oroperu nor its Subsidiaries has failed to make a claim thereunder on a timely basis.
(b) Each of such policies and other forms of insurance is in full force and effect on the date hereof and New Oroperu will use reasonable commercial efforts to keep them in full force and effect or renew them as appropriate through the Effective Date. No written (or to the knowledge of New Oroperu other) notice of cancellation or termination has been received by New Oroperu or its Subsidiaries with respect to any such policy.
Environmental.
(a) To the knowledge of New Oroperu, the operation of New Oroperu’s business on the New Oroperu Properties and the assets of New Oroperu and its Subsidiaries have been and are in material compliance with all Environmental Law.
(b) New Oroperu and its Subsidiaries have not been charged with or convicted of any offence, violation and/or breach of or non-compliance with Environmental Law, or been fined or otherwise sentenced or settled any prosecution short of conviction under Environmental Law with respect to the New Oroperu Properties. There are no notices of judgment or commencement of proceedings of any nature relating to any breach or alleged breach of Environmental Law with respect to the New Oroperu Properties.

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(c) To the knowledge of New Oroperu, there are no hazardous substances located on, in or under any of the New Oroperu Properties and no release of any hazardous substances has occurred on, in or from the New Oroperu Properties from the operation of the business of New Oroperu or its Subsidiaries or the conduct of activities related to the business of New Oroperu or its Subsidiaries thereon.
Restrictions on Business Activities. There is no agreement, judgement, injunction, order or decree binding upon New Oroperu or any of its Subsidiaries that has or could reasonably be expected to have the effect of prohibiting, restricting or materially impairing any business practice of New Oroperu or any of its Subsidiaries, any acquisition of property by New Oroperu or any of its Subsidiaries, or the conduct of business by New Oroperu or any of its Subsidiaries as currently conducted (including following completion of the transactions contemplated by this Agreement).
Material Contracts. Except as disclosed in the New Oroperu Disclosure Letter, New Oroperu and its Subsidiaries have performed in all material respects all respective obligations required to be performed by them to date under the Material Contracts and neither New Oroperu nor any of its Subsidiaries is in breach or default in any material respect under any Material Contract to which it is a party or bound, nor does New Oroperu have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. Neither New Oroperu nor any of its Subsidiaries knows of, or has received written notice of, any breach or default under (nor, to the knowledge of New Oroperu, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Material Contract by any other party thereto. Prior to the date hereof, New Oroperu has made available to First Light true and complete copies of all of the Material Contracts of New Oroperu. All Material Contracts are valid, binding and in full force and effect and are enforceable by New Oroperu (or its Subsidiaries, as the case may be) in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Law affecting creditors’ rights generally, and to general principles of equity).
Winding-Up. No order has been made, petition presented or meeting convened for the purpose of winding-up of New Oroperu or any of its Subsidiaries, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of New Oroperu or any of its Subsidiaries are distributed amongst the creditors and/or shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganization or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable Law, would be reasonably likely to justify any such cases or proceedings.
Intellectual Property. There is no action, suit, proceeding or claim pending or, to the knowledge of New Oroperu, threatened that challenges any of New Oroperu’s or the New Oroperu Subsidiaries' rights in or to any Intellectual Property which is used for the conduct of its business as currently carried on.
Foreign Corrupt Practices Act. Neither New Oroperu nor any of its Subsidiaries nor any Representative (i) is aware of or has taken any action, directly or indirectly, that has resulted or would result in a violation by any such Person of the Corruption of Foreign Public Officials Act (Canada) (“ CFPOA ”) or the United States Foreign Corrupt Practices Act of 1977 , as amended (“ FCPA ”) or similar legislation of any other country in which New Oroperu or its Subsidiaries carry on or have carried on business, including any offer, payment, promise to pay or authorization of the payment of any money, or other property, gift, promise to give, or

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authorization of the giving of anything of value to any “foreign official” or “foreign public official” (as such terms are defined in the FCPA and the CFPOA, respectively) or any foreign political party or official thereof or any candidate for foreign political office, in contravention of the FCPA and the CFPOA, (ii) has made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment, and (iii) has used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity. New Oroperu and its Subsidiaries have conducted their businesses in compliance with the CFPOA and the FCPA and have instituted and maintain and shall continue to maintain policies and procedures designed to ensure, and which are reasonably expected to ensure, continued compliance with the CFPOA, the FCPA and with the representations and warranties contained herein.

Money Laundering Laws. The operations of New Oroperu and its Subsidiaries are and have been conducted at all times in material compliance with applicable financial recordkeeping and reporting requirements of the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act , as amended and the money laundering statutes of all other applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Authority (collectively, “ Money Laundering Laws ”) and no action, suit or proceeding by or before any regulatory authority involving New Oroperu or any of its Subsidiaries with respect to the Money Laundering Laws is pending or, to the knowledge of New Oroperu, threatened.
OFAC. Neither New Oroperu nor any of its Subsidiaries nor, to the knowledge of New Oroperu, any Representative, is currently the subject or target of any United States sanctions administered or enforced by the Office of Foreign Assets Control of the U.S. Treasury Department (“ OFAC ”); and New Oroperu has not lent, contributed or otherwise made available, directly or indirectly, any funds to any subsidiary, joint venture partner or other Person or entity, for the purpose of financing the activities of any Person which, to the knowledge of New Oroperu, is currently subject to any United States sanctions administered by OFAC.
Assets and Sales.
(a) The aggregate value of New Oroperu’s assets in Canada and the annual gross revenues from sales in or from Canada generated by those assets, all as determined as of the time and in the manner that are prescribed in Part IX of the Competition Act and the Notifiable Transactions Regulations thereunder, do not exceed the amount determined under Subsection 110(8) of the Competition Act .
(b) The principal offices of New Oroperu are not located in the United States. New Oroperu, including all entities “controlled” by New Oroperu for purposes of the United States Hart Scott Rodino Antitrust Improvements Act of 1976 , as amended, does not hold assets located in the United States with a fair market value in excess of U.S. $84.4 million in the aggregate and, during the 12 month period ended December 31, 2020, did not make sales in or into the United States in excess of U.S. $84.4 million in the aggregate.
Reporting Issuer Status. As of the date hereof, New Oroperu is a reporting issuer not in default (or the equivalent) under the Securities Law of each of the Provinces of British Columbia, Alberta and Ontario.
Stock Exchange Compliance. New Oroperu is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the TSXV.

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SCHEDULE D REPRESENTATIONS AND WARRANTIES OF FIRST LIGHT

First Light hereby represents and warrants to New Oroperu as follows, and acknowledges and agrees that New Oroperu is relying upon such representations and warranties in connection with the entering into of the Agreement:

Organization and Qualification. First Light is validly existing as a corporation under the Law of the Province of British Columbia and has the requisite corporate power and authority to own its assets and conduct its businesses as they are now being conducted. Other than Subco and Finco, First Light has no subsidiaries and holds no securities or other ownership, equity or proprietary interests in any other person.
Organization and Qualification of Finco and Subco. Each of Finco and Subco is validly existing as a corporation under the Law of the Province of British Columbia. Neither of Finco nor Subco owns any assets or conducts any business.
Capitalization.
(a) The authorized capital of First Light consists of an unlimited number of common shares. As at the date hereof there are:
- (i)  First Light Shares issued and outstanding; and
- (ii) an aggregate of not more than  First Light Shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and other rights to acquire First Light Shares.
(b) The authorized capital of Finco consists of an unlimited number of common shares. As at the date hereof there are:
- (i) 100 Finco Shares issued and outstanding, all of which are owned by First Light; and
- (ii) no Finco Shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and other rights to acquire Finco Shares.
(c) The authorized capital of Subco consists of an unlimited number of common shares. As at the date hereof there are:
- (i) 100 Subco Shares issued and outstanding, all of which are owned by First Light; and
- (ii) no Subco Shares reserved for issuance pursuant to outstanding options, warrants, convertible securities and other rights to acquire Finco Shares.
(d) All outstanding First Light Shares, Finco Shares and Subco Shares have been authorized and are validly issued and outstanding as fully paid and non-assessable shares, free of pre-emptive rights.

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(e) There are no other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of First Light to issue or sell any First Light Shares, Finco Shares or Subco Shares, or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire First Light Shares, Finco Shares or Subco Shares and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of First Light, Finco or Subco and no Person is entitled to any pre-emptive or other similar right granted by First Light, Finco or Subco.
(f) There are no outstanding contractual obligations of First Light, Finco or Subco to repurchase, redeem or otherwise acquire any First Light Shares.
(g) No order ceasing or suspending trading in securities of First Light, Finco or Subco nor prohibiting the sale of such securities has been issued and remains outstanding against First Light, Finco or Subco or any of their respective directors, officers or promoters.
(h) No third party has any right, claims, charges, liens, Encumbrances or interests in respect of the direct or indirect acquisition of First Light Shares, Finco Shares or Subco Shares or First Light Options (other than as publicly disclosed or disclosed in writing to New Oroperu prior to the date of this Arrangement Agreement), including any rights of first refusal, option or call rights, and on completion of the Arrangement, all First Light Shares and First Light Options will be free of any rights, claims, charges, liens, Encumbrances or interests of any third party.
Authority Relative to this Agreement. Each of First Light, Finco and Subco has the requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement by First Light, Finco and Subco and the consummation by each of them of the transactions contemplated by this Agreement have been duly authorized by their respective boards of directors and no other corporate proceedings on the part of First Light, Finco or Subco are necessary to authorize this Agreement. This Agreement has been duly executed and delivered by First Light, Finco and Subco and constitutes a valid and binding obligation of each of First Light, Finco and Subco, enforceable by New Oroperu against each of First Light, Finco and Subco in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency and other applicable Law affecting the enforcement of creditors’ rights generally and subject to the qualification that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.
No Conflict. The execution, delivery and performance by First Light of this Agreement and the consummation of the Arrangement, all in accordance with the terms and conditions hereof, do not and shall not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition), violate, conflict with or result in a breach of, or permit the termination, cancellation, acceleration or other change of any right or obligation under:
(a) the Constating Documents of First Light, Finco or Subco;
(b) except for compliance with all applicable Securities Law and stock exchange rules and policies, any applicable Law to which First Light is subject or by which First Light is bound; or

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(c) any contract that if terminated, breached or not renewed would or would reasonably be expected to have a Material Adverse Effect with respect to First Light;

which would, individually or in the aggregate, have a Material Adverse Effect in respect of First Light or materially impede the completion of the transactions contemplated by this Agreement.

Public Record. First Light is in compliance with its timely and continuous disclosure obligations under the securities laws of British Columbia, Alberta and Ontario and, without limiting the generality of the foregoing, there has not occurred any “material change” (as defined under applicable securities legislation of the Provinces of British Columbia, Alberta and Ontario) which has not been publicly disclosed on a non-confidential basis and the statements collectively set forth in the Public Record are true correct and complete in all material respects and, except as may be been corrected by subsequent disclosure, all the statements set forth in the Public Record were true, correct, and complete in all material respects and did not contain any Misrepresentation as of the date of such statements and First Light has not filed any confidential material change reports since the date of such statements which remain confidential as of the date hereof.
Financial Statements.
(a) The audited consolidated financial statements of First Light as at and for each of the fiscal years ended on December 31, 2020 and December 31, 2019 including the notes thereto and the reports by First Light’s auditors thereon, and the interim consolidated financial statements for First Light for the period ended March 31, 2021, including the notes thereto have been prepared in accordance with IFRS applied on a basis consistent with prior periods and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise), financial position and results of operations of First Light as of the respective dates thereof and its results of operations and cash flows for the respective periods covered thereby (except as may be indicated expressly in the notes thereto).
(b) Since December 31, 2020, neither First Light has nor, to First Light’s knowledge, any director, officer, employee, auditor, accountant or representative of First Light has received or otherwise had or obtained knowledge of any complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of First Light or its internal accounting controls, including any complaint, allegation, assertion, or claim that First Light has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the First Light Board of Directors.
Undisclosed Liabilities. First Light does not have any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise, except for liabilities and obligations that are specifically presented on the audited consolidated statements of financial position of First Light as of December 31, 2020 or the unaudited statements of financial position as of March 31, 2021 (collectively, the “ First Light Statement of Financial Position ”) or disclosed in the notes thereto. Without limiting the foregoing, the First Light Statement of Financial Position reflects reasonable provisions in accordance with IFRS for contingent liabilities relating to pending litigation and other contingent obligations of First Light.
Books and Records. The corporate records and minute books of First Light, Finco and Subco have been maintained in all material respects in accordance with all applicable Law, and the

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minute books of First Light as provided or made available to New Oroperu are complete and accurate in all material respects.

Shareholder and Similar Agreements. First Light is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding First Light Shares.
Material Contracts. First Light has performed in all material respects all respective obligations required to be performed by them to date under the Material Contracts and First Light is not in breach or default in any material respect under any Material Contract to which it is a party or bound, nor does First Light have knowledge of any condition that with the passage of time or the giving of notice or both would result in such a breach or default. First Light has not received written notice of, any breach or default under (nor, to the knowledge of First Light, does there exist any condition which with the passage of time or the giving of notice or both would result in such a breach or default under) any such Material Contract by any other party thereto. Prior to the date hereof, First Light has made available to New Oroperu true and complete copies of all of the Material Contracts of First Light. All Material Contracts are valid, binding and in full force and effect and are enforceable by First Light in accordance with their respective terms (subject to bankruptcy, insolvency and other applicable Law affecting creditors’ rights generally, and to general principles of equity).
Related Party Transactions. First Light is not indebted to any director, officer, employee or agent of, or independent contractor to, First Light. No director, officer, employee or agent of First Light is a party to any loan, contract, arrangement or understanding or other transactions with First Light. There are no contracts or other transactions between First Light, on the one hand, and any:
(a) officer or director of First Light;
(b) any holder of record or beneficial owner of voting or non-voting equity securities of First Light; or
(c) any affiliate or associate of any such officer, director or beneficial owner, on the other hand.
Severance and Employment Matters. First Light has not entered into any written or oral agreement or understanding providing for severance or termination payments to any director, officer, employee or independent contractor in connection with the termination of their position or their employment as a direct result of a change in control of First Light (including as a result of the Transaction).
Litigation. There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of First Light, threatened against or relating to First Light or affecting any of its properties or assets before or by any court or governmental or regulatory authority or body which involve the possibility of any judgment or liability.
No Insolvency. First Light is not insolvent within the meaning of applicable bankruptcy, insolvency or fraudulent conveyance laws. No act or proceeding has been taken by or against First Light in connection with the dissolution, liquidation, winding-up, bankruptcy or reorganization of First Light or the appointment of a trustee, receiver, manager or other administrator of First Light or any of its properties or assets.

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Compliance with Law. First Light has complied with all applicable Law other than any noncompliance which would, individually or in the aggregate, not have a Material Adverse Effect in respect of First Light.
Reporting Issuer Status. First Light:
(a) is a reporting issuer not in default or the equivalent thereof under the securities Law of each of the Provinces of British Columbia, Alberta and Ontario;
(b) is not subject to any cease trade order or stop order under applicable securities Law; and
(c) is current with all filings required to be made under applicable securities Law. The outstanding First Light Shares are listed on the TSXV.
Issuance of First Light Shares under the Arrangement. The First Light Shares to be issued pursuant to the Arrangement (and the First Light Shares issuable upon exercise of the Replacement Options, the New Oroperu Warrants and the First Light Warrants subsequent to the completion of the Arrangement and in accordance with their respective terms) will be duly and validly issued and fully paid and non-assessable shares of First Light.
United States Securities Law Matters. First Light:
(a) is a “foreign private issuer” as defined in Rule 405 under the U.S. Securities Act; and
(b) is not registered or required to register as an investment company under the United States Investment Company Act of 1940, as amended.
Investment Canada. First Light is a Canadian within the meaning of the Investment Canada Act (Canada).
Money Laundering Laws. The operations of First Light are and have been conducted at all times in material compliance with the Money Laundering Laws and no action, suit or proceeding by or before any regulatory authority involving First Light with respect to the Money Laundering Laws is pending or, to the knowledge of First Light, threatened.
Winding-Up. No order has been made, petition presented or meeting convened for the purpose of winding-up of First Light, or for the appointment of any provisional liquidator or in relation to any other process whereby the business is terminated and the assets of First Light are distributed amongst the creditors and/or shareholders or other contributors, and there are no proceedings under any applicable insolvency, bankruptcy, reorganization or similar laws in any relevant jurisdiction, and no events have occurred which, under applicable Law, would be reasonably likely to justify any such cases or proceedings.
Stock Exchange Compliance. First Light is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the TSXV, including without limitation, the TSXV rules and regulations relating to capital pool companies.

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AI assistant

Anacortes Mining Corp. — Merger & Acquisition 2021

47725_rns_2021-06-29_e6424bf3-7e70-463c-a0da-d91dc320e791.pdf

FIRST LIGHT CAPITAL CORP.

and

NEW OROPERU RESOURCES INC.

ARRANGEMENT AGREEMENT

TABLE OF CONTENTS

SCHEDULES

ARRANGEMENT AGREEMENT

AMONG:

AND:

AND:

AND:

WHEREAS:

ARTICLE 1 INTERPRETATION

1.1 Defined Terms

“ Governmental Authority ” means:

1.2 Certain Rules of Interpretation

1.3 Schedules

ARTICLE 2 THE ARRANGEMENT

2.1 Arrangement

2.2 Interim Order

2.3 The New Oroperu Meeting

2.4 The New Oroperu Circular

2.5 U.S. Securities Law Matters

2.6 Final Order

2.7 Court Proceedings

2.8 No Fractional Shares

2.9 Arrangement Filings and Effective Date

2.10 New Oroperu Board Approval

2.11 First Light Shareholder Meeting

2.12 Announcement and Shareholder Communications

2.13 List of Shareholders

2.14 Filing Statement and Marketing Materials

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of New Oroperu

3.2 Representations and Warranties of First Light

ARTICLE 4 COVENANTS

4.1 Covenants of New Oroperu Regarding the Conduct of Business until the Effective Time

4.2 Covenants of New Oroperu Regarding the Arrangement.

4.3 Covenants of First Light, Finco and Subco Regarding the Conduct of Business until the Effective Time

4.4 Covenants of First Light Regarding the Arrangement

4.5 Mutual Covenants

4.6 New Oroperu Options and New Oroperu Warrants

4.7 Access to Information; Confidentiality

4.8 Notice and Cure Provisions

4.9 Insurance and Indemnification

ARTICLE 5 ADDITIONAL COVENANTS REGARDING NON-SOLICITATION

5.1 Non-Solicitation

5.2 Notification of Acquisition Proposals

5.3 Responding to an Acquisition Proposal

5.4 Right to Match

5.5 Breach by Subsidiaries and Representatives

ARTICLE 6 CONDITIONS

6.1 Mutual Conditions Precedent

6.2 Additional Conditions Precedent to the Obligations of First Light

6.3 Additional Conditions Precedent to the Obligations of New Oroperu

6.4 Satisfaction of Conditions

ARTICLE 7 TERM AND TERMINATION

7.1 Term

7.2 Termination

7.3 Effect of Termination/Survival

ARTICLE 8 GENERAL PROVISIONS

8.1 Amendments

8.2 Termination Fee and Expense Fee

8.3 Expenses

8.4 Notices

8.5 Time of the Essence

8.6 Injunctive Relief

8.7

Third Party Beneficiaries

8.8

Waiver

8.9 Entire Agreement

8.10 Successors and Assigns

8.11 Severability

8.12 Governing Law

8.13 Rules of Construction

8.14 No Liability

Anacortes Mining Corp. Merger & Acquisition 2021