Apollo Silver Corp. - M&A Activity 2021

Execution Copy

AMALGAMATION AGREEMENT

AMONG:

APOLLO GOLD & SILVER CORP.

AND:

1302259 B.C. LTD.

AND:

STRONGHOLD SILVER CORP.

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PART 1 INTERPRETATION .................................................................................................................................... 1 DEFINITIONS .............................................................................................................................................................. 1 INTERPRETATION ....................................................................................................................................................... 8 EXHIBITS .................................................................................................................................................................... 9 PART 2 THE AMALGAMATION ............................................................................................................................ 9 AGREEMENT TO AMALGAMATE ................................................................................................................................. 9 EFFECT OF AMALGAMATION ...................................................................................................................................... 9 NAME ....................................................................................................................................................................... 10 REGISTERED OFFICE ................................................................................................................................................ 10 AUTHORIZED CAPITAL AND RESTRICTIONS ON SHARE TRANSFERS ......................................................................... 10 FISCAL YEAR ........................................................................................................................................................... 10 BUSINESS ................................................................................................................................................................. 10 INITIAL DIRECTORS .................................................................................................................................................. 10 INITIAL OFFICERS .................................................................................................................................................... 10 EXCHANGE OF APOLLOSUB SHARES AND STRONGHOLD SHARES ............................................................................ 11 DISSENTING SHAREHOLDERS ................................................................................................................................... 11 COMPLETION OF THE AMALGAMATION AND EFFECTIVE DATE ................................................................................ 11 ACKNOWLEDGMENT OF ESCROW AND RESALE RESTRICTIONS ................................................................................ 11 APOLLO GUARANTEE ............................................................................................................................................... 12 STATED CAPITAL ..................................................................................................................................................... 12 PART 3 COVENANTS ............................................................................................................................................. 13 MUTUAL COVENANTS .............................................................................................................................................. 13 ADDITIONAL COVENANTS OF APOLLO AND APOLLOSUB ......................................................................................... 15 ADDITIONAL COVENANTS OF STRONGHOLD ............................................................................................................ 15 PART 4 REPRESENTATIONS AND WARRANTIES ......................................................................................... 19 REPRESENTATIONS AND WARRANTIES OF APOLLO AND APOLLOSUB ...................................................................... 19 REPRESENTATIONS AND WARRANTIES OF STRONGHOLD ......................................................................................... 21 SURVIVAL OF REPRESENTATION AND WARRANTIES ................................................................................................ 29 PART 5 EXCHANGE AND SHAREHOLDER APPROVALS ............................................................................. 29 STRONGHOLD MEETING AND INFORMATION CIRCULAR........................................................................................... 29 EXCHANGE APPROVAL............................................................................................................................................. 29 PREPARATION OF FILINGS ........................................................................................................................................ 29 PART 6 INDEMNIFICATION ................................................................................................................................ 30 MUTUAL INDEMNIFICATIONS FOR BREACHES OF WARRANTY ................................................................................. 30 LIMITATION ON MUTUAL INDEMNIFICATION ........................................................................................................... 30 PROCEDURE FOR INDEMNIFICATION ......................................................................................................................... 31 PART 7 CONDITIONS PRECEDENT ................................................................................................................... 32 MUTUAL CONDITIONS PRECEDENT .......................................................................................................................... 32 ADDITIONAL CONDITIONS TO OBLIGATIONS OF APOLLO ......................................................................................... 32 ADDITIONAL CONDITIONS TO OBLIGATIONS OF STRONGHOLD ................................................................................ 34 NOTICE AND EFFECT OF FAILURE TO COMPLY WITH CONDITIONS ........................................................................... 36 SATISFACTION OF CONDITIONS ................................................................................................................................ 36

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PART 8 AMENDMENT ........................................................................................................................................... 37 AMENDMENT ........................................................................................................................................................... 37 PART 9 TERMINATION ......................................................................................................................................... 37 TERMINATION .......................................................................................................................................................... 37 PART 10 GENERAL ................................................................................................................................................. 38 NOTICES ................................................................................................................................................................... 38 BINDING EFFECT ...................................................................................................................................................... 39 ASSIGNMENT............................................................................................................................................................ 39 ENTIRE AGREEMENT ................................................................................................................................................ 39 PUBLIC COMMUNICATIONS ...................................................................................................................................... 40 NO SHOP .................................................................................................................................................................. 40 COSTS ...................................................................................................................................................................... 40 CONFIDENTIALITY ................................................................................................................................................... 41 SEVERABILITY ......................................................................................................................................................... 41 FURTHER ASSURANCES ............................................................................................................................................ 41 TIME OF ESSENCE .................................................................................................................................................... 42 APPLICABLE LAW AND ENFORCEMENT .................................................................................................................... 42 WAIVER ................................................................................................................................................................... 42 COUNTERPARTS ....................................................................................................................................................... 42

EXHIBIT “A” – DESCRIPTION OF PROPERTIES EXHIBIT “B” – STRONGHOLD MATERIAL CONTRACTS

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AMALGAMATION AGREEMENT

THIS AMALGAMATION AGREEMENT is dated as of the 11[th] day of May, 2021.

AMONG:

APOLLO GOLD & SILVER CORP. , a corporation incorporated under the laws of the Province of British Columbia

(“ Apollo ”);

AND:

1302259 B.C. LTD. , a corporation existing under the laws of the Province of British Columbia

(“ ApolloSub ”);

AND:

STRONGHOLD SILVER CORP. , a corporation existing under the laws of the Province of British Columbia

(“ Stronghold ”);

WHEREAS:

(A) It is intended that Stronghold and ApolloSub, a wholly-owned subsidiary of Apollo, will amalgamate and form one corporation under the provisions of the BCBCA (the “ Amalgamation ”); and (B) Upon the Amalgamation taking effect, shareholders of Stronghold will receive common shares of Apollo in the proportion and to the extent set out herein;

NOW THEREFORE , in consideration of the covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the Parties hereto do hereby covenant and agree as follows: PART 1 INTERPRETATION

Definitions

1.1 In this Agreement, the following defined terms have the meanings hereinafter set forth:

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(a) “ Agreement ” means this Amalgamation agreement (including the exhibits hereto) as supplemented, modified or amended, and not to any particular article, section, schedule, exhibit or other portion hereof;
(b) “ Amalco ” means the corporation continuing from the Amalgamation;
(c) “ Amalco Shares ” means the common shares in the capital of Amalco;
(d) “ Amalgamation ” means the amalgamation of ApolloSub and Stronghold under the provisions of the BCBCA on the terms and conditions set forth in this Agreement;
(e) “ Amalgamation Resolution ” means the special resolution in respect of the Amalgamation to be considered by the Stronghold Shareholders at the Stronghold Meeting;
(f) “ Apollo ” means Apollo Gold & Silver Corp., a corporation organized under the laws of the Province of British Columbia;
(g) “ Apollo Options ” means stock options to acquire Apollo Shares;
(h) “ Apollo Shares ” means the common shares in the capital of Apollo;
(i) “ ApolloSub ” means 1302259 B.C. Ltd., a wholly-owned subsidiary of Apollo;
(j) “ ApolloSub Shares ” means common shares in the capital of ApolloSub;
(k) “ Apollo Subsidiaries ” means the subsidiaries of Apollo as disclosed by Apollo on the Public Record;
(l) “ Apollo Warrants ” means unexercised warrants to acquire Apollo Shares;
(m) “ Applicable Canadian Securities Laws ” means, collectively, and as the context may require, the applicable securities legislation of each of the provinces and territories of Canada, and the rules, regulations, instruments, orders and policies published and/or promulgated thereunder, as such may be amended from time to time prior to the Effective Date;
(n) “ Applicable Laws ”, in the context that refers to one or more Persons, means any domestic or foreign, federal, state, provincial or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority, and any terms and conditions of any grant of approval, permission, authority or license of any Governmental Authority, that is binding upon or applicable to such Person or Persons or its or their business, undertaking, property or securities and emanate from a Person having jurisdiction over the Person or persons or its or their business, undertaking, property or securities;

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(o) “ Arizona Silver District Project ” means the silver district exploration project made up of mineral tenures, interest and permits located in La Paz County, Arizona, USA, as further set forth in Exhibit “A”;
(p) “ Arizona Silver Option Agreement ” means the option to purchase agreement between Stronghold, Stronghold USA and Gulf + Western Industries Inc. dated January 22, 2021 relating to the Arizona Silver District Project;
(q) “ Athena Agreement ” means the option to purchase agreement among Stronghold USA and Athena Silver Corporation and Athena Minerals Inc. dated December 21, 2020 relating to the Langtry Project;
(r) “ BCBCA ” means the Business Corporations Act (British Columbia), as amended, including the regulations promulgated thereunder;
(s) “ Business ” means the business and activities carried on by Stronghold and Stronghold USA, including the exploration, evaluation, and related activities on the Material Properties;
(t) “ Business Day ” means a day other than a Saturday, Sunday or other day when banks in the City of Vancouver, British Columbia, are not generally open for business;
(u) “ Claims ” has the meaning set forth under §6.1;
(v) “ Concurrent Financing ” means a financing by Apollo, on a private placement basis, of a minimum of $35,000,000;
(w) “ Constating Documents ” means as to each of the Parties, its certificate of incorporation, notice of articles and articles as in effect as of the date of this Agreement;
(x) “ Corporate Records ” means the corporate records of Stronghold including the Constating Documents, share registers, registers of directors, list of bank accounts and signing authorities and minutes of shareholders’ and directors’ meetings;
(y) “ Dissenting Shareholders ” means any Stronghold Shareholder who exercises Dissent Rights;
(z) “ Dissent Rights ” means the rights of dissent available under the BCBCA in respect of the Amalgamation;
(aa) “ Effective Date ” means the effective date of the Amalgamation as set forth in the Certificate of Amalgamation issued to Amalco;
(bb) “ Effective Time ” means the effective time of the Amalgamation as set forth in the Certificate of Amalgamation issued to Amalco;

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(cc) “ Encumbrances ” means any encumbrance of any kind whatsoever and includes any pledge, lien, charge, security interest, lease, title retention agreement, mortgage, hypothec, restriction, royalty, right of first refusal, development or similar agreement, option or adverse claim or encumbrance of any kind or character whatsoever or howsoever arising, and any right or privilege capable of becoming any of the foregoing;
(dd) “ Environmental Laws ” means Laws aimed at or relating to reclamation or restoration of properties; abatement of pollution; protection of the Environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, treatment, storage, disposal or control of, or exposure to, Hazardous Substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances, including ambient air, surface water and groundwater; and all other Applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances or wastes;
(ee) “ Exchange ” means the TSX Venture Exchange;
(ff) “ Geo-Logic Report ” means the preliminary review of site conditions on the Watereloo Project prepared by Geo-logic Associates dated December 24, 2020;
(gg) “ Governmental Authority ” means any federal, state, provincial and municipal government, regulatory authority, governmental department, ministry, agency, commission, bureau, official, minister, crown corporation, court, board, tribunal, stock exchange, dispute settlement panel or body or other law, rule or regulation-making entity having jurisdiction;
(hh) “ Hazardous Substances ” means any waste or other substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, mutation or toxic or a pollutant or a contaminant under or pursuant to, or that could result in liability under, any applicable Environment Laws including petroleum and all derivatives thereof or synthetic substitutes therefor, hydrogen sulphide, arsenic, cadmium, lead, mercury, polychlorinated biphenyls ("PCBs"), PCB-containing equipment and material, mold, asbestos, asbestos-containing material, urea-formaldehyde, ureaformaldehyde-containing material and any other material or substance that may impair the natural environment, the health of any individual, property or plant or animal life;
(ii) “ IFRS ” means International Financial Reporting Standards applicable as of the date of the financial statements, document or event in question;

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(jj) “ Information Circular ” means the Information Circular of Stronghold to be mailed to the Stronghold Shareholders in connection with the Stronghold Meeting;
(kk) “ ITA ” means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder, as amended from time to time;
(ll) “ Langtry Option Agreements ” means the Athena Agreement and the Strachan Agreement;
(mm) “ Langtry Project ” means the 36 claims held pursuant to the Athena Agreement and the 20 patented claims held pursuant to the Strachan Agreements located in the Bureau of Land Management-managed federal public lands in San Bernadino County, California, as further set forth in Exhibit “A”;
(nn) “ Licenses ” has the meaning set forth under §4.2(v);
(oo) “ Material Adverse Change ” or “ Material Adverse Effect ” means, with respect to a Person, any matter or action that has an effect or change that is, or would reasonably be expected to be, material and adverse to the business, results of operations, assets, capitalization, financial condition, rights, liabilities or prospects, contractual or otherwise, of such Person and its subsidiaries, if applicable, taken as a whole, other than any matter, action, effect or change relating to or resulting from: (i) a matter that has been publicly disclosed prior to the date of this Agreement or otherwise disclosed in writing by a Party to the other Party prior to the date of this Agreement; (ii) any action or inaction taken by such Person to which the other Person had consented in writing; (iii) the announcement of the transactions contemplated by the Amalgamation or this Agreement; or (iv) general economic, financial, currency exchange, securities, banking or commodity market conditions in the United States, Canada or worldwide;
(pp) “ Material Change ” and “ Material Fact ” has the meanings ascribed thereto under the Applicable Canadian Securities Laws;
(qq) “ Material Contract ” means those contracts, agreements, understandings or arrangements entered into by Stronghold or Stronghold USA which have individual payment obligations on the part of Stronghold or Stronghold USA that exceed $50,000, are for a term extending one year after the Effective Time, have been entered into out of the ordinary course of business, or are otherwise material to the Business;
(rr) “ Material Properties ” means the Waterloo Project, the Langtry Project and the Arizona Silver District Project;
(ss) “ Outside Date ” means June 30, 2021;
(tt) “ Pan American ” means Pan American Minerals Inc.

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(uu) “ Pan American Agreement ” means the Asset Purchase Agreement with Pan American dated January 22, 2021, as amended April 1, 2021;
(vv) “ Parties ” means, collectively, the parties to this Agreement, and “ Party ” means any one of them;
(ww) “ Permit ” means any and all permits, licences, agreements, concessions, approvals, certificates, consents, certificates of approval, rights, privileges or franchises, registrations (including any required export/import approvals) and exemptions of any nature and other authorizations, conferred or otherwise granted by any Governmental Authority;
(xx) “ Permitted Royalties ” means: (i) with respect to the Arizona Silver District Project, a 2% net smelter royalty during the term of the Arizona Silver District Option held by Gulf + Western Industries Inc.; (ii) with respect to the Langtry Project, 1% of all proceeds received from the sale of concentrates, precipitates or metals produced from ores mined, extracted or taken from the claims registered in the name of Athena Minerals Inc. that are actually received from a smelter or other buyer, only on such claims that do not currently have existing royalties above 1% to a maximum of 1% on such claims; and (iii) with respect to the Waterloo Project, (i): the royalty granted to Pan American pursuant to the Pan American in effect upon the closing of the Pan American acquisition; and (ii) the existing royalty on Parcel 11, Project No. 38 which consists of five (5) separate royalty exceptions for the net proceeds of all mineral deposits contained in said lands (6 1/4[th] % in the deed from Donald C. Williams, Ray E. Williams and Beatrice E. Brackney, and 3 1/8[th] % in the deed from Richard C. Harris, Jr. and Michael O. Cade);
(yy) “ Properties ” means the mineral exploration properties of Stronghold set forth in Exhibit “A”;
(zz) “ Public Record ” means all information filed by Apollo with any securities commission or similar regulatory authority which are available through the SEDAR website from December 31, 2019 through to the date hereof;
(aaa) “ Registrar ” means the Registrar of Companies or a Deputy Registrar of Companies for the Province of British Columbia duly appointed under the BCBCA;
(bbb) “ RTO ” has the meaning set forth under Exchange Policy 1.1 - Interpretation ;
(ccc) “ Securities Act ” means the Securities Act (British Columbia), as amended, including the regulations promulgated thereunder;
(ddd) “ Seed Share Resale Matrix ” means the resale restrictions set forth in section 10.9 of Exchange Policy 5.4 – Escrow, Vendor Consideration and Resale Restrictions;

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(eee) “ Strachan Agreement ” means the option to purchase agreement among Stronghold USA and Bruce Strachan and Elizabeth Strachan as trustees of the Bruce and Elizabeth Strachan revocable living trust relating to the Langtry Project dated December 23, 2020;
(fff) “ Stronghold ” means Stronghold Silver Corp., a corporation organized under the laws of British Columbia;
(ggg) “ Stronghold Financial Statements ” means the audited consolidated financial statements of Stronghold for the year ended December 31, 2020;
(hhh) “ Stronghold Meeting ” means the special meeting of Stronghold Shareholders to be called to consider and, if thought fit, authorize, approve and adopt the Amalgamation Resolution and related matters, and includes any adjournments thereof;
(iii) “ Stronghold Shareholders ” means the holders of Stronghold Shares;
(jjj) “ Stronghold Shares ” means common shares in the capital of Stronghold;
(kkk) “ Stronghold USA ” means Stronghold Silver USA Corp., a subsidiary of Stronghold organized under the laws of California;
(lll) “ subsidiary ” has the meaning ascribed thereto in the Securities Act;
(mmm)“ Technical Report ” means (i) NI 43-101 Technical Report, Waterloo Project, California, USA prepared by Global Resource Engineering Ltd. Effective May 6, 2021; and (ii) the Geological Report Silver District Project, Arizona USA prepared by Global Resource Engineering Ltd.;
(nnn) “ Title Memorandums ” means (i) the memorandum dated December 17, 2020 from Jeffer Mangels Butler & Mitchell LLP with respect to the acquisition of 36 unpatented mining claims from Athena Mineral, Inc. and (ii) the memorandum dated February 1, 2021 from Jeffer Mangels Butler & Mitchell LLP with respect acquisition of the Waterloo Project;
(ooo) “ Transfer Agent ” means TSX Trust Company, the transfer agent for the Apollo Shares;
(ppp) “ U.S. Securities Act ” means the United States Securities Act of 1933, as amended, and the rules, regulations and orders promulgated thereunder; and
(qqq) “ Waterloo Project ” means the silver-barite mineral property covering 769 hectares consists of 18 patented and 20 unpatented mining claims and surface land, as further set forth in Exhibit “A”.

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Interpretation

1.2 For the purposes of this Agreement, except as otherwise expressly provided:
(a) the division of this Agreement into articles, sections and subsections is for convenience of reference only and does not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereto”, “herein” and “hereunder” and similar expressions refer to this Agreement (including exhibits hereto) and not to any particular article, section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto;
(b) words importing the singular number include the plural and vice versa, and words importing the use of any gender include all genders;
(c) the word “including”, when following any general statement or term, is not to be construed as limiting the general statement or term to the specific items or matters set forth or to similar items or matters, but rather as permitting the general statement or term to refer to all other items or matters that could reasonably fall within its broadest possible scope;
(d) if any date on which any action is required to be taken hereunder by any of the Parties is not a Business Day and a business day in the place where an action is required to be taken, such action is required to be taken on the next succeeding day which is a Business Day and a business day, as applicable, in such place;
(e) any reference in this Agreement to any statute or any section thereof shall, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated or re-enacted from time to time, and to any regulations promulgated thereunder. References to any agreement or document shall be to such agreement or document (together with all schedules and exhibits thereto), as it may have been or may hereafter be amended, supplemented, replaced or restated from time to time;
(f) all sums of money that are referred to in this Agreement are expressed in lawful money of Canada unless otherwise noted;
(g) unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature are required to be made shall be made in a manner consistent with IFRS;
(h) all representations, warranties, covenants and opinions in or contemplated by this Agreement as to the enforceability of any covenant, agreement or document are subject to enforceability being limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally, and the discretionary nature of certain remedies (including specific performance and injunctive relief and general principals of equity);

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(i) where any representation or warranty contained in this Agreement is expressly qualified by reference to the knowledge of a Party, it refers to the actual knowledge of the senior officers of the Party after due inquiry; and
(j) the Parties hereto acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties agree that any rule of construction to the effect that any ambiguity is to be resolved against the drafting Party will not be applicable in the interpretation of this Agreement.

Exhibits

1.3 The following exhibits attached hereto are incorporated into and form an integral part of this Agreement:

Exhibit “A” – Description of Properties

Exhibit “B” – Stronghold Material Contracts

PART 2 THE AMALGAMATION

Agreement to Amalgamate

2.1 The Parties agree that ApolloSub and Stronghold shall amalgamate pursuant to the provisions of the BCBCA as of the Effective Date and continue as one corporation on the terms and conditions set out in this Agreement.

Effect of Amalgamation

2.2 Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time and in consequence of the Amalgamation:

(a) Stronghold and ApolloSub shall be amalgamated and continue as one corporation;
(b) each of Stronghold and ApolloSub shall cease to exist as entities separate from Amalco;
(c) the property of each of ApolloSub and Stronghold shall continue to be the property of Amalco;
(d) Amalco shall continue to be liable for the obligations of each of ApolloSub and Stronghold;
(e) the holders of shares of Stronghold and ApolloSub shall receive shares as set out in this Agreement; and
(f) the articles of Amalco will be in a form agreed to between the Parties, acting reasonably.

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Name

2.3 The name of Amalco shall be “Apollo Silver US Corp.”

Registered Office

2.4 The registered office of Amalco shall be 1055 W. Georgia Street, Suite 1500, Vancouver, BC V6E 4N7 or such other address in British Columbia as agreed between Stronghold and Apollo.

Authorized Capital and Restrictions on Share Transfers

2.5 The authorized capital of Amalco shall consist of an unlimited number of common shares without par value, which shall have the rights, privileges, restrictions and conditions set out in the articles of Amalco. No shares of Amalco may be transferred except in compliance with the restrictions set out in the articles of Amalco.

Fiscal Year

2.6 The fiscal year end of Amalco shall be November 30 of each calendar year.

Business

2.7 There shall be no restriction on the business which Amalco is authorized to carry on.

Initial Directors

2.8 The first director of Amalco shall be the person whose name and address appear below:

Name Simon Clarke	Address
	6420 Madrona Crescent, West Vancouver BC V7W 2J8

Such directors shall hold office until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

Initial Officers

2.9 The first officers of Amalco shall be the persons whose name and position appear below:

Name Simon Clarke Daryn Gordon	Position
	Chief Executive Officer Chief Financial Officer

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Exchange of ApolloSub Shares and Stronghold Shares

2.10 Upon the terms and subject to the conditions set forth in this Agreement, at the Effective Time:

(a) each Stronghold Shareholder will receive one Apollo Share in exchange for each Stronghold Share held by such holder and the Stronghold Shares will be cancelled;
(b) each holder of ApolloSub Shares will receive one Amalco Share in exchange for each ApolloSub Share held by such holder and the ApolloSub Shares will be cancelled; and
(c) in consideration for Apollo’s issuance of Apollo Shares referenced in §2.10(a), Amalco shall issue to Apollo one Amalco Share for each Apollo Share issued by Apollo under §2.10(a).

Dissenting Shareholders

2.11 Registered Stronghold Shareholders entitled to vote at the Stronghold Meeting will be entitled to exercise dissent rights with respect to their Stronghold Shares in connection with the Amalgamation pursuant to and in the manner set forth in the Information Circular. Stronghold shall give Apollo notice of any written notice of a dissent, withdrawal of such notice, and any other instruments served pursuant to such dissent rights and received by Stronghold and shall provide Apollo with copies of such notices and written objections. Stronghold Shares which are held by a Dissenting Shareholder shall not be exchanged for Apollo Shares pursuant to the Amalgamation. However, if a Dissenting Shareholder fails to perfect or effectively withdraws such Dissenting Shareholder’s claim under the BCBCA or forfeits such Dissenting Shareholder’s right to make a claim under the BCBCA, or if such Dissenting Shareholder’s rights as a Stronghold Shareholder are otherwise reinstated, such Stronghold Shareholder’s Stronghold Shares shall thereupon be deemed to have been exchanged for Apollo Shares as of the Effective Time as prescribed herein.

Completion of the Amalgamation and Effective Date

2.12 Upon the satisfaction or waiver of the conditions herein contained in favour of each Party, Stronghold and ApolloSub shall immediately deliver to the Registrar an amalgamation application and such other documents as may be required to give effect to the Amalgamation. The Amalgamation shall become effective at the Effective Time.

Acknowledgment of Escrow and Resale Restrictions

2.13 The Parties acknowledge that Apollo Shares held by certain Stronghold Shareholders may be subject to escrow and/or share resale restrictions under policies of the Exchange and applicable securities laws. If required by the Exchange, the Apollo Shares will be held in escrow pursuant to an escrow agreement to be entered into by Apollo, the Escrow Agent, and the relevant Stronghold Shareholder and their applicable affiliates, and will be released over time in accordance with such escrow agreement, all as prescribed by the policies of the

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Exchange. The Parties covenant to use commercially reasonable efforts to cause all Stronghold Shares so requested by the Exchange, to enter into an escrow agreement in accordance with Exchange policies. The Parties agree that notwithstanding the requirements of the Exchange, at a minimum the restrictions in the Seed Share Resale Matrix will apply to all Apollo Shares issued in connection with the Transaction.

2.14 In addition to any other resale restrictions that may be imposed, any Stronghold Shareholder who is a US Person as defined in Rule 902K of Regulation S of the United States Securities Act of 1933, as amended, will receive Apollo Shares in exchange for such Stronghold Shareholder’s Stronghold Shares which will bear a legend substantially in the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “U.S. SECURITIES ACT”) OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE COMPANY THAT SUCH SECURITIES MAY BE OFFERED, SOLD OR OTHERWISE TRANSFERRED ONLY (A) TO THE COMPANY; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE U.S. SECURITIES ACT; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE U.S. SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; OR (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE U.S. SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS, AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE COMPANY AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY TO SUCH EFFECT.

THE PRESENCE OF THIS LEGEND MAY IMPAIR THE ABILITY OF THE HOLDER HEREOF TO EFFECT “GOOD DELIVERY” OF THE SECURITIES REPRESENTED HEREBY ON A CANADIAN STOCK EXCHANGE.”

Apollo Guarantee

2.15 Apollo hereby unconditionally and irrevocably guarantees the due and punctual performance by ApolloSub of each and every covenant and obligation of ApolloSub arising under the Amalgamation. Apollo hereby agrees that Stronghold shall not have to proceed first against ApolloSub before exercising its rights under this guarantee against Apollo.

Stated Capital

2.16 The amount added to the capital in respect of the Amalco Shares issuable by Amalco pursuant to Section 2.10 shall be equal to the aggregate of the paid-up capital (within the meaning of the ITA), determined immediately before the Effective Time, of the ApolloSub

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Shares exchanged for Amalco Shares and the Stronghold Shares exchanged for Apollo Shares. The amount added to the capital of Apollo in respect of the Apollo Shares issuable by Apollo pursuant to Section 2.10 shall be equal to the aggregate of the paid-up capital (within the meaning of the ITA), determined immediately before the Effective Time, of the Stronghold Shares exchanged for Apollo Shares.

PART 3 COVENANTS

Mutual Covenants

3.1 From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Part 9, except as otherwise expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, each of the Parties shall:

(a) carry on its business in the usual, regular and ordinary course of business consistent with its past practice and not enter into or terminate any material contracts or transactions;
(b) not incur any indebtedness other than in the ordinary course of business consistent with its past practice, or as required in connection with the transactions contemplated hereby and generally not incur any debts or liabilities in excess of: (i) $50,000 by Apollo, or (ii) $25,000 by Stronghold, in connection with its business without first obtaining the prior written consent of the other Party;
(c) not alter or amend its Constating Documents as the same exist at the date of this Agreement, except as contemplated by this Agreement;
(d) take, or cause to be taken, all action and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws to complete the Amalgamation, including using reasonable commercial efforts:
(i) to obtain all necessary consents, assignments, waivers and amendments to or terminations of any agreements and take such measures as may be appropriate to fulfill its obligations hereunder and to carry out the transactions contemplated hereby;
(ii) to effect all necessary registrations, filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Amalgamation;
(iii) to oppose, lift or rescind any injunction or restraining or other order seeking to stop, or otherwise adversely affecting its ability to consummate, the Amalgamation and to defend, or cause to be defended, any proceedings to which it is a party or brought against it or its directors or

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officers challenging this Agreement, or the consummation of the transactions contemplated hereby; and

(iv) to reasonably cooperate with the other Parties and their tax advisors in structuring the Amalgamation and other transactions contemplated to occur in conjunction with the Amalgamation in a tax effective manner and assist the other Parties and their tax advisors in making such investigations and enquiries with respect to such Parties in that regard, as the other Parties and its tax advisors shall consider necessary, acting reasonably;
(e) not take any action that would render, or may reasonably be expected to render, any representation or warranty made by such Party in this Agreement untrue in any material respect;
(f) use reasonable commercial efforts to obtain and maintain the third party approvals applicable to them and provide the same to the other Parties on or prior to the Effective Date;
(g) except as provided in this Agreement, not amalgamate or consolidate with, or enter into any other corporate reorganization with, any other corporation or person or perform any act or enter into any transaction or negotiation which, in the opinion of Stronghold or Apollo acting reasonably, interferes or is inconsistent with the completion of the transactions contemplated hereby. Without limiting the foregoing, except as provided in this Agreement, none of the Parties shall (i) make any distribution by way of dividend, return of capital or otherwise to or for the benefit of its shareholders or (ii) issue any of its shares or other securities convertible into shares or enter into any commitment or agreement (other than on the exercise of convertible securities);
(h) furnish to the other Parties such information, in addition to the information contained in this Agreement, relating to its financial condition, business, properties and affairs as may reasonably be requested by another Party, which information shall be true and complete in all material respects and shall not contain an untrue statement of any Material Fact or omit to state any Material Fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances in which they are made, not misleading and will notify the other Parties of any significant development or Material Change relating to it promptly after becoming aware of any such development or change;
(i) promptly notify the other Parties in writing of any change in any representation or warranty provided in this Agreement which change is or may be of such a nature as to render any representation or warranty misleading or untrue in any material respect and the Parties shall in good faith discuss with the other Parties such change in circumstances (actual, anticipated, contemplated, or to its knowledge, threatened) which is of such a nature that there may be a reasonable question as to whether notice need to be given to the other Parties pursuant to this §3.1(i);

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(j) promptly notify the other Parties in writing of any material breach by such Party of any covenant, obligation or agreement contained in this Agreement; and
(k) not, directly or indirectly, solicit, initiate, assist, facilitate, promote or knowingly encourage the initiation of proposals or offers from, entertain or enter into discussions or negotiations with any person other than the other Parties hereto, with respect to any amalgamation, merger, consolidation, arrangement, restructuring, sale of any material assets or part thereof of such Party, unless such action, matter or transaction is part of the transactions contemplated in this Agreement or is required as a result of the duties of directors and officers of the applicable Party in compliance with Applicable Laws.

Additional Covenants of Apollo and ApolloSub

3.2 From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Part 9, except as expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, each of Apollo and ApolloSub covenant and agree that:

(a) Apollo and ApolloSub shall use their reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in §7.1 and §7.3 as soon as reasonably practicable, to the extent the fulfillment of the same is within the control of Apollo or ApolloSub, as the case may be;
(b) Apollo shall, as the sole shareholder of ApolloSub, approve by special resolution the Amalgamation, together with such matters as are required to effect the Amalgamation;
(c) Apollo shall, subject to the approval of the Exchange, cause, as of the Effective Time, the Apollo Board of Directors to consist of four (4) directors, with one of such directors to be James Hynes, provided that Apollo shall as of the Effective Time continue to have an audit committee consisting of three (3) directors, two (2) of whom shall be independent (as defined by Applicable Canadian Securities Laws) and all of whom shall be required to have the qualifications prescribed by Applicable Canadian Securities Laws; and
(d) Apollo shall, on the Effective Date, provide to the Transfer Agent a direction authorizing and directing the Transfer Agent to issue the Apollo Shares issuable under the Amalgamation to holders of the Stronghold Shares and shall direct the Transfer Agent to distribute the Apollo Shares to the holders of the Stronghold Shares in accordance with the terms of the Amalgamation.

Additional Covenants of Stronghold

3.3 From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Part 9, except as expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, Stronghold covenants and agrees that:

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(a) Stronghold will use its reasonable commercial efforts to satisfy or cause the satisfaction of the conditions set forth in §7.1 and §7.2 as soon as reasonably practicable, to the extent the fulfillment of the same is within the control of Stronghold;
(b) Stronghold shall use reasonable commercial efforts to assist Apollo to complete the Concurrent Financing;
(c) Stronghold shall use reasonable commercial efforts to seek approval of the Amalgamation Resolution at the Stronghold Meeting, together with the approval of such matters as are required to effect the Amalgamation; and
(d) Stronghold shall promptly advise Apollo of the number of Stronghold Shares for which Stronghold receives notices of dissent or written objections to the Amalgamation.
(e) Until the earlier of the Closing Time and the time that this Agreement is terminated in accordance with its terms, except with the express prior written consent of Apollo, such consent not to be unreasonably withheld or delayed, or as required or permitted by this Agreement, Stronghold shall not permit any of its Subsidiaries to, directly or indirectly:
(i) amend its Constating Documents;

(ii) split, combine, consolidate or reclassify any shares of its capital stock or declare, set aside or pay any dividend or other distribution thereon (whether in cash, stock or property or any combination thereof), or amend or modify any term of any outstanding debt security;

(iii) redeem, purchase, or otherwise acquire or offer to redeem, purchase or otherwise acquire any shares of its capital stock or any of its outstanding securities;

(iv) other than with respect to Subsidiaries with no assets or operating business, issue, deliver, sell, pledge or otherwise encumber, or authorize the issuance, delivery, sale, pledge or other encumbrance of any shares of its capital stock or other equity or voting interests (including issued Stronghold Shares held by Stronghold in treasury), or any options, warrants or similar rights or convertible securities exercisable or exchangeable for or convertible into such capital stock or other equity or voting interests, or any stock appreciation rights, phantom stock awards or other rights that are linked to the price or the value of Stronghold Shares;

(v) reduce its stated capital or reorganize, arrange, restructure, amalgamate or merge with any Person, except as contemplated in this Agreement;

(vi) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Stronghold or any of its Subsidiaries;

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(vii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses having a cost, on a per transaction or series of related transactions basis, in excess of $25,000 in the aggregate for all such transactions, other than in the ordinary course of business;

(viii) sell, pledge, lease, dispose of, lose the right to use, mortgage, license, encumber (other than a Permitted Lien) or otherwise transfer any assets of Stronghold or of any of its Subsidiaries or any interest in any assets of Stronghold and its Subsidiaries having a value greater than $25,000 in the aggregate, other than in the ordinary course of business;

(ix) make or commit to making any capital expenditures having a value exceeding $25,000 in the aggregate, other than as incurred in connection with this Agreement and the transactions contemplated herein, including the expenses contemplated in Section 14.1, or in the ordinary course of business;

(x) amend or modify, 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;

(xi) in respect of any Stronghold Assets, waive, release, surrender, abandon, let lapse, grant or transfer any material right or amend, modify or change, or agree to amend, modify or change, any existing material Permit, right to use, lease or contract, other than as required by applicable Law;

(xii) amend, modify or terminate, cancel or let lapse any material insurance (or re-insurance) policy of Stronghold or any Subsidiary in effect on the date of this Agreement, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than the coverage under the terminated, cancelled or lapsed policies are in full force and effect;

(xiii) 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, other than in the ordinary course of business, provided that Stronghold may re-negotiate the terms of any outstanding debt to obtain more favourable terms for Stronghold;

(xiv) 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 other than advances and capital contributions to wholly-owned Subsidiaries of Stronghold in the ordinary course of business;

(xv) enter into any interest rate, currency, equity or commodity swaps, hedges, derivatives, forward sales contracts or similar financial instruments, other than in the ordinary course of business;

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(xvi) settle or compromise any Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any agreement with a Governmental Entity with respect to Taxes, surrender any right to claim a Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any Tax matter or amend or change any of its methods of reporting income, deductions or accounting for income Tax purposes except as may be required by Law;

(xvii) make any change in Stronghold's methods of accounting, except as required by concurrent changes in IFRS;

(xviii) grant any increase in the rate of wages, salaries, bonuses or other remuneration of any Stronghold Employee or independent contractor or make any bonus or profit sharing distribution or similar payment of any kind, except as may be made in the ordinary course of business;

(xix) (A) adopt, enter into or amend any Employee Plan; (B) pay any benefit to any director or officer of Stronghold or any of its Subsidiaries or to any Stronghold Employee that is not required under the terms of any Employee Plan in effect on the date of this Agreement; (C) grant, accelerate, increase or otherwise amend any payment, award or other benefit payable to, or for the benefit of, any director or officer of Stronghold or any of its Subsidiaries or to any Stronghold Employee; (D) make any determination under any Employee Plan that is not in the ordinary course of business; or (E) take or propose any action to effect any of the foregoing;

(xx) cancel, waive, release, assign, settle or compromise any material claims or rights or take any action or fail to take any action that would result in termination of any material claims or rights;

(xxi) commence, waive, release, assign, settle, compromise or settle any litigation, proceeding or governmental investigation relating to the assets or the business of Stronghold in excess of an aggregate amount of $25,000;

(xxii) enter into any contract with a Person (other than a wholly-owned Subsidiary of Stronghold) that does not deal at arm's length with Stronghold within the meaning of the ITA; or

(xxiii) authorize, agree, resolve or otherwise commit, whether or not in writing, to do any of the foregoing.

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PART 4 REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Apollo and ApolloSub

4.1 Apollo and ApolloSub represent and warrant, jointly and severally, to Stronghold as follows, and acknowledge that Stronghold is relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) each of Apollo and ApolloSub has good and sufficient right and authority to enter into this Agreement and carry out its intentions hereunder;
(b) each of Apollo and the Apollo Subsidiaries is duly incorporated or continued, as the case may be, under its applicable jurisdiction of incorporation, is currently in good standing, and is not subject to any regulatory decision or order prohibiting or restricting trading in its shares;
(c) Apollo is a “reporting issuer” in the provinces of British Columbia and Alberta and is listed on the Exchange;
(d) Apollo is authorized to issue an unlimited number of common shares, of which 51,271,239 Apollo Shares are outstanding, and Apollo has 21,749,240 Apollo Warrants and 2,500,000 Apollo Options outstanding as at the date hereof;
(e) ApolloSub is authorized to issue an unlimited number of common shares without par value;
(f) other than the securities referred to in §4.1(d) and §4.1(e), there are no other shares, options, warrants, convertible notes or debentures, agreements, documents, instruments or other writings of any kind whatsoever which constitute a “security” of Apollo or ApolloSub (as that term is defined in the Securities Act) and Apollo has no agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by Apollo of any Apollo Shares or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any Apollo Shares;
(g) there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting Apollo or the Apollo Subsidiaries at law or in equity or before or by any Governmental Authority, nor are there, to their knowledge, any pending or threatened;
(h) this Agreement is a binding agreement on Apollo and ApolloSub, enforceable against each of them in accordance with its terms and conditions;
(i) neither the execution and delivery of this Agreement, nor the consummation of the Amalgamation, will conflict with or result in any breach of any of the terms or provisions of, or constitute a default under, the material contracts and the

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Constating Documents of Apollo, director or shareholder minutes of Apollo, any agreement or instrument to which Apollo is a party or by which Apollo is bound, or any order, decree, statute, regulation, covenant or restriction applicable to Apollo;

(j) the documents and materials comprising the Public Record of Apollo are in all material respects accurate and up to date and contain no misrepresentation, nor omit any facts, the omission of which makes the Public Record or any particulars therein, materially misleading or incorrect;
(k) Other than liabilities disclosed or reflected in the financial statements of Apollo as disclosed in the Public Record or incurred in the ordinary course of business following the dates of the most recent financial statements of Apollo, neither Apollo nor the Apollo Subsidiaries has any liabilities, obligations or indebtedness (whether accrued, absolute, contingent or otherwise) of any kind whatsoever, and, there is no basis for assertion against Apollo nor the Apollo Subsidiaries of any liabilities, obligations or indebtedness (whether accrued, absolute, contingent or otherwise) of any kind;
(l) Apollo shall not, as of the Effective Time, have any continuing obligations in respect of office or equipment leases or any other material obligations;
(m) neither Apollo nor the Apollo Subsidiaries has any outstanding taxes due and payable;
(n) Apollo is up to date and current with all filings required by the Securities Commissions of British Columbia and Alberta;
(o) as of the date hereof, neither Apollo nor the Apollo Subsidiaries has any debts or obligations other than those disclosed in its accounts or for professional fees accrued but not yet invoiced and has granted no general security over its assets or security in any particular asset;
(p) as at the date hereof, there are no reasonable grounds for believing that any creditor of Apollo or the Apollo Subsidiaries will be prejudiced by the Amalgamation;
(q) as at the date hereof, Apollo has no subsidiaries, except for the Apollo Subsidiaries, and Apollo legally and, except as disclosed in the Public Record, Apollo beneficially owns 100% of the issued share capital of each of the Apollo Subsdiaries;
(r) there are no agreements, covenants, undertakings, rights of first refusal or other commitments of either Apollo or the Apollo Subsidiaries or any instruments binding on it or its assets:
(i) which would preclude it from entering into this Agreement;

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(ii) under which the Amalgamation would have the effect of imposing restrictions or obligations on Amalco greater than those imposed upon Apollo or the Apollo Subsidiaries;
(iii) which would give a third party, as a result of the transactions contemplated in this Agreement, the right to terminate any material agreement to which Apollo or the Apollo Subsidiaries is a party or to purchase any of Apollo’s, the Apollo Subsidiaries’s or Amalco’s assets; or
(iv) which would impose restrictions on the ability of Amalco:
- (A) to carry on any business which it might choose to carry on within any geographical area;
- (B) to acquire property or dispose of its property and assets as an entirety;
- (C) to pay dividends, redeem shares or make other distributions to its shareholders;
- (D) to borrow money or to mortgage and pledge its property as security therefore; or
- (E) to change its corporate status;
(s) all information supplied by Apollo or its representatives to Stronghold in the course of Stronghold’s due diligence review in respect of the transactions contemplated by this Agreement, is accurate and correct in all material respects; and
(t) the representations, warranties or statements of fact made in this section do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such warranty or representation not misleading to Stronghold in seeking full information as to Apollo and the Apollo Subsidiaries and their assets, liabilities and business.

Representations and Warranties of Stronghold

4.2 Stronghold represents and warrants to Apollo and ApolloSub as follows, and acknowledges that Apollo and ApolloSub are relying upon such representations and warranties in connection with the matters contemplated by this Agreement:

(a) it has good and sufficient right and authority to enter into this Agreement and carry out its intentions hereunder;
(b) it is duly incorporated under the BCBCA and is currently in good standing, and is not subject to any regulatory decision or order prohibiting or restricting trading in its shares;

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(c) it is authorized to issue an unlimited number of common shares, of which 40,000,000 common shares are outstanding as at the date hereof;
(d) other than the securities referred to in §4.2(c) there are no other shares, options, warrants, convertible notes or debentures, agreements, documents, instruments or other writings of any kind whatsoever which constitute a “security” of Stronghold (as that term is defined in the Securities Act) and Stronghold has no agreements or commitments of any character whatsoever convertible into, or exchangeable or exercisable for or otherwise requiring the issuance, sale or transfer by Stronghold of any Stronghold Shares or any securities convertible into, or exchangeable or exercisable for, or otherwise evidencing a right to acquire, any Stronghold Shares;
(e) except for Apollo’s rights under this Agreement and the rights of Pan American under the Pan American Agreement, no Person has any written or oral agreement, option or warrant or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming such for (A) the purchase or acquisition of any of the Stronghold Shares or any of the shares of any of its subsidiaries, or (B) the purchase, subscription, allotment or issuance of any unissued shares or other securities in the capital of Stronghold or any of its subsidiaries;
(f) Stronghold legally and beneficially owns 100% of the issued share capital of Stronghold USA;
(g) Stronghold has no subsidiaries other than Stronghold USA;
(h) Stronghold USA is duly incorporated in its jurisdiction and is currently in good standing, and is not subject to any regulatory decision or order prohibiting or restricting trading in its shares;
(i) there are no outstanding actions, suits, judgments, investigations or proceedings of any kind whatsoever against or affecting Stronghold or Stronghold USA at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency of any kind whatsoever nor are there, to its knowledge, any pending or threatened;
(j) this Agreement is a binding agreement on Stronghold, enforceable against it in accordance with its terms and conditions;
(k) Exhibit “B” provides a complete and accurate list of all Material Contracts of Stronghold and Stronghold USA;
(l) neither the execution and delivery of this Agreement, nor the consummation of the Amalgamation, will conflict with or result in any breach of any of the terms or provisions of, or constitute a default under, the Material Contracts, the Constating Documents of Stronghold or Stronghold USA, director or shareholder minutes of Stronghold or Stronghold USA, any agreement or instrument to which Stronghold or Stronghold USA is a party or by which Stronghold or Stronghold USA is

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bound, or any order, decree, statute, regulation, covenant or restriction applicable to Stronghold or Stronghold USA;

(m) neither Stronghold nor Stronghold USA is in default under any Material Contract to which it is a party and there has not occurred any event which, with the lapse of time or giving of notice or both, would constitute a default under any Material Contract by Stronghold or Stronghold USA, as applicable. Each Material Contract is in full force and effect, unamended by written or oral agreement, and either Stronghold or Stronghold USA, as applicable, is entitled to the full benefit and advantage of each Material Contract in accordance with its terms. Neither Stronghold nor Stronghold USA has received any notice of a default by Stronghold or Stronghold USA, as applicable, or a dispute between Stronghold or Stronghold USA and any other party in respect of any Material Contract. Complete and correct copies of each of the Material Contracts have been provided or made available to Apollo prior to the date hereof;
(n) neither Stronghold nor Stronghold USA has any liabilities, obligations or indebtedness (whether accrued, absolute, contingent or otherwise) of any kind whatsoever, and, there is no basis for assertion against Stronghold or Stronghold USA of any liabilities, obligations or indebtedness (whether accrued, absolute, contingent or otherwise) of any kind, other than liabilities disclosed or reflected in or provided for in the Stronghold Financial Statements or incurred in the ordinary course of business following the dates of the Stronghold Financial Statements;
(o) neither Stronghold nor Stronghold USA has any outstanding taxes due and payable and there exist no facts or circumstances which may reasonably be expected to result in the issuance of assessment or reassessment of tax;
(p) each of Stronghold and Stronghold USA has duly and on a timely basis prepared and filed all tax returns required to be filed by it prior to the date hereof and such returns and documents are complete and correct. Stronghold has no knowledge of any contingent tax liabilities or any ground which would prompt an assessment or reassessment of any of such returns or reports, including aggressive treatment of income and expenses in filing any tax returns. Complete and correct copies of all such returns and other documents filed in respect of the last three fiscal years ending prior to the date hereof have been provided to Apollo prior to the date hereof;
(q) Stronghold Shares have not, at any time in the 60 months before the Effective Time, derived more than 50% of their fair market value, directly or indirectly, from real or immovable property situated in Canada, Canadian resource properties or timber resource properties as defined in the ITA, or options, interests or rights in respect of any of the foregoing, and at the Effective Time Stronghold Shares will not be “taxable Canadian property” for purposes of the ITA;
(r) the Corporate Records of Stronghold and Stronghold USA are complete and accurate in all material respects and all corporate proceedings and actions

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reflected in the Corporate Records have been conducted or taken in compliance with all Applicable Laws and with the Constating Documents of Stronghold and Stronghold USA, as applicable. Without limiting the generality of the foregoing, in respect of the Corporate Records of Stronghold (i) the minute books contain complete and accurate minutes of all meetings of the directors and shareholders held since incorporation and all such meetings were properly called and held, (ii) the minute books contain all resolutions passed by the directors and shareholders (and committees, if any) and all such resolutions were properly passed, (iii) the share certificate books, register of shareholders and register of transfers are complete and accurate, all transfers have been properly completed and approved and any tax payable in connection with the transfer of any securities has been paid, and (iv) the registers of directors and officers are complete and accurate and all former and present directors and officers were properly elected or appointed, as the case may be;

(s) no proceedings have been taken, are pending or authorized by Stronghold or Stronghold USA or by any other Person, in respect of the bankruptcy, insolvency, liquidation or winding up of Stronghold or Stronghold USA;
(t) as at the date hereof there are no reasonable grounds for believing that any creditor of Stronghold will be prejudiced by the Amalgamation;
(u) there are no agreements, covenants, undertakings, rights of first refusal or other commitments of Stronghold or Stronghold USA or any instruments binding on their assets:
(i) which would preclude Stronghold or Stronghold USA from entering into this Agreement;
(ii) under which the Amalgamation would have the effect of imposing restrictions or obligations on Amalco greater than those imposed upon Stronghold;
(iii) which would give a third party, as a result of the transactions contemplated in this Agreement, the right to terminate any material agreement to which Stronghold is a party or to purchase any of Stronghold’s or Amalco’s assets; or
(iv) which would impose restrictions on the ability of Amalco:
- (A) to carry on any business which it might choose to carry on within any geographical area;
- (B) to acquire property or dispose of its property and assets as an entirety;
- (C) to pay any dividends, redeem shares or make other distributions to its shareholders;

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- (D) to borrow money or to mortgage and pledge its property as security therefor; or
- (E) to change its corporate status;
(v) Stronghold USA, has the option to acquire a 100% legal and beneficial owner in and to the Material Projects, other than the Waterloo Project, in which it will have a 100% legal and beneficial interest following completion of the transactions contemplated by the Pan American Agreement;
(w) except as disclosed in the Title Memorandums, so far as Stronghold and Stronghold USA are aware:
(i) there are no claims or challenges against or to the ownership of or title to the Material Properties;
(ii) there are no outstanding obligations or any agreements or options to acquire or purchase the Material Properties or any portion thereof;
(iii) there are no outstanding defects, failures or impairments in the title to the Material Properties; and
(iv) there are no actions, suits, proceedings or inquiries of a material nature pending or threatened by any Person with respect to any of the Material Properties.
(x) neither Stronghold not Stronghold USA have received any notice, whether written or oral, from any Governmental Authority of any revocation or intention to revoke any interest in the Material Properties;
(y) all taxes, assessments, rentals, levies or other payments related to the Material Properties to be made to any Governmental Authority have been made, including validity and penalty fees;
(z) the mining concessions comprising the Material Properties are accurately described in Exhibit “A” to this Agreement. The mining concessions comprising the Material Properties have been duly and validly located and recorded pursuant to the laws of the jurisdictions in which the Material Properties are situate;
(aa) Pan American is the sole registered and beneficial owner of the Waterloo Project and to Stronghold’s knowledge, the mineral rights which comprise the Waterloo Project are in good standing in all material respects;
(bb) Gulf + Western Industries, Inc. is the sole registered and beneficial owner of the Arizona Silver District Property and to Stronghold’s knowledge, the mineral rights which are subject to the Arizona Silver Option Agreement are in good standing in all material respects;

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(cc) Athena Minerals Inc. is the sole registered and beneficial owner of the Langtry Property rights as set forth in Athena Agreement and to Stronghold’s knowledge, the mineral rights which are subject to the Langtry Option Agreements are in good standing in all material respects;
(dd) Bruce Strachan and Elizabeth Strachan as trustees of the Bruce and Elizabeth Strachan revocable living trust are the sole registered and beneficial owners of the Langtry Property rights as set forth in the Strachan Agreement;
(ee) the Pan American Agreement, the Langtry Option Agreements and the Arizona Silver Option Agreement are in good standing and to Stronghold’s knowledge, are enforceable against all parties thereto. There has been no notice of default delivered to any party pursuant to the Pan American Agreement, the Langtry Option Agreements or the Arizona Silver Option Agreement;
(ff) Stronghold has paid US$3,750,000 in conjunction with the Pan American Agreement and US$22,250,000 remains payable prior to the completion of the transactions contemplated by the Pan American Agreement plus US$6,000,000 on or before the 18-month anniversary of the closing of the Pan American Agreement payable in cash or shares at the sole election of the Vendor;
(gg) to Stronghold’s knowledge, all assessment work has been performed and filed, all taxes, royalties, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made to maintain the Material Properties in good standing;
(ii) to Stronghold’s knowledge, Stronghold and Stronghold USA have all rights of access required to operate on the Material Properties;
(hh) each of Stronghold and Stronghold USA is conducting and has always conducted its business in compliance with all Applicable Laws, including laws relating to bribery of the foreign public officials (including the Corruption of Foreign Public Officials Act ) and anti-money laundering and proceeds of crime legislation (including the Proceeds of Crime (Money Laundering) Act ), other than acts of non-compliance which, individually or in aggregate, are not material, Stronghold is not aware of and neither Stronghold or Stronghold USA has received any order or directive relating to any breach of any applicable environmental or health and safety law by Stronghold or Stronghold USA;
(ii) to Stronghold’s knowledge, there are no outstanding agreements or options to acquire or purchase any interests in the Material Properties and no person has any royalty or other interest whatsoever in production or profits from the Material Properties other than the Permitted Royalties;
(jj) as at the date hereof, neither Stronghold nor Stronghold USA have completed any work on the Material Properties;

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(kk) so far as Stronghold and Stronghold USA are aware, except as set forth in the Geo-Logic Report, the Material Properties are not subject to any contingent or other liability relating to (a) the restoration or rehabilitation of land, water or any other part of the environment, or (b) non-compliance with Environmental Laws. So far as Stronghold and Stronghold USA are aware, the Material Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, transfer, produce or process Hazardous Substances, except in compliance in all material respects with all Environmental Laws. Neither Stronghold nor Stronghold USA has caused or permitted the release of any Hazardous Substances at, in, on, under or from any of the Material Properties, except in compliance, individually or in the aggregate, with all Environmental Laws. All Hazardous Substances handled, recycled, disposed of, treated or stored on or off site of the applicable Material Property by Stronghold and Stronghold USA have been handled, recycled, disposed of, treated and stored in material compliance with all Environmental Laws. So far as Stronghold and Stronghold USA are aware, all activities historically performed on the Material Properties have complied with the environmental standards required by law in all material respects. Likewise, except as set forth in the Geo-Logic Report, Stronghold and Stronghold USA represent that they have no knowledge of the existence of environmental liabilities on any of the Material Properties and also there are no Hazardous Substances at, in, on, under or migrating from the Material Properties, except in compliance with all Environmental Laws. Neither Stronghold nor Stronghold USA has treated or disposed of, nor is it aware of any other party that has, or arranged for the treatment or disposal of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring remedial action issued by any Governmental Authority; (B) to the knowledge of Stronghold, proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring remedial action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against Stronghold or Stronghold USA. So far as Stronghold and Stronghold USA are aware, the Material Properties are not proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring remedial action or is the subject of remedial action. Neither Stronghold nor Stronghold USA has caused or permitted the release of any Hazardous Substances on or to the Material Properties in such a manner as: (A) would reasonably be expected to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a material adverse effect on Stronghold or its subsidiaries; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of the applicable Material Property. Neither Stronghold nor Stronghold USA has received from any Person or Governmental Authority any notice, formal or informal, of any proceeding, action or other claim, liability or potential liability arising under any Environmental Law in connection with the Material Properties that is pending as of the date of this Agreement.

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(ll) neither Stronghold nor Stronghold USA has received any written possessors claim which affects either of their interests in the Material Properties, nor to the knowledge of Stronghold has any possessors claim been threatened which relates to either of the Material Properties. Stronghold and Stronghold USA have no outstanding agreements, memorandums of understanding or similar arrangements with any indigenous group or community group. There are no ongoing or outstanding discussions, negotiations, or similar communications with or by any indigenous group or community group concerning Stronghold, Stronghold USA or any of the Material Properties.
(mm) no dispute between Stronghold or Stronghold USA and any non-governmental organization, community, or community group exists or, to the knowledge of Stronghold, is threatened or imminent with respect to either of the Material Properties.
(nn) to Stronghold’s knowledge, there are no conflicts with the communities or with the surface lands titleholders that are located within the mining rights of the Material Properties or in peripheral areas that serve to access or explore the Material Properties.
(oo) to Stronghold’s knowledge, there are no adverse claims or challenges to interests in the Licenses or the Material Properties;
(pp) Stronghold has made available to the author of the Technical Reports prior to the issuance of the Technical Reports all material information relating to the Material Properties within the knowledge of Stronghold, including all information requested by the author of the Technical Reports for the purposes of preparing such reports, which reports were prepared based on the assumptions contained therein and in all other respects in compliance with National Instrument 43-101. All information made available by Stronghold to the author of the Technical Reports was accurate and correct in all material respects and did not omit any information necessary to make any information provided not misleading, and there has been no Material Adverse Change in any of the information provided since the date provided. The Technical Reports are accurate and correct in all material respects;
(qq) neither Stronghold nor Stronghold USA are subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any Person;
(rr) all information supplied by Stronghold or its representatives to Apollo in the course of Apollo’s due diligence review in respect of the transactions contemplated by this Agreement, is accurate and correct in all material respects;
(ss) the representations, warranties or statements of fact made in this section do not contain any untrue statement of a material fact or omit to state any material fact necessary to make any such warranty or representation not misleading to Apollo

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or ApolloSub in seeking full information as to Stronghold and its assets, liabilities and business.

Survival of Representation and Warranties

4.3 The representations and warranties herein shall survive the performance of the Parties respective obligations hereunder and the termination of this Agreement but shall expire one year after the Effective Date.

PART 5 EXCHANGE AND SHAREHOLDER APPROVALS

Stronghold Meeting and Information Circular

5.1 As promptly as practical following the execution of this Agreement and in compliance with Applicable Laws (including Applicable Canadian Securities Laws):

(a) Stronghold shall prepare the Information Circular and Stronghold shall ensure that the Information Circular provides Stronghold Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters before them; and
(b) Stronghold shall cause the Information Circular to be provided to applicable Stronghold Shareholders in accordance with the Constating Documents of Stronghold.

Exchange Approval

5.2 Apollo shall:
(a) as soon as practicable apply to the Exchange and diligently seek the conditional acceptance of the Exchange for the transactions contemplated herein; and
(b) use its reasonable commercial efforts to consummate the transactions contemplated by this Agreement as a “fundamental acquisition” under the rules and policies of the Exchange.

Preparation of Filings

5.3 (a) Apollo and Stronghold shall cooperate in the taking of all such action as may be required under the BCBCA, Applicable Canadian Securities Laws, and other Applicable Laws in connection with the transactions contemplated by this Agreement and the Amalgamation, including structuring the Amalgamation as a plan of arrangement, if determined necessary in order to comply with the U.S. Securities Act.

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(b) Each of Apollo and Stronghold shall promptly furnish to the other all information concerning it as may be required for the effectuation of the actions described in this Agreement and the provisions of this §5.3.

PART 6 INDEMNIFICATION

Mutual Indemnifications for Breaches of Warranty

6.1 Subject to §6.2, Stronghold hereby covenants and agrees with each of Apollo and ApolloSub, and their respective directors, officers, employees, agents, advisors and representatives, and each of Apollo and ApolloSub hereby covenants and agrees with Stronghold, and its directors, officers, employees, agents, advisors and representatives (the Parties covenanting and agreeing to indemnify another person under this section are hereinafter individually referred to as the “ Indemnifying Party ” and the persons being indemnified by a Party are hereinafter individually referred to as the “ Indemnified Party ”), to indemnify and save harmless the Indemnified Party from and against any and all liabilities, losses, damages, claims, costs, expenses, interest awards, judgments and penalties (collectively “ Claims ”) which may be suffered or incurred by the Indemnified Party as a result of, or arising out of:

(a) any non-fulfillment of any covenant or agreement on the part of the Indemnifying Party under this Agreement, or
(b) any incorrectness in or breach of any representation or warranty of the Indemnifying Party contained in this Agreement,

except that the Indemnifying Party shall not be liable in any such case to the extent that any such Claims arise out of or are based upon the negligence of an Indemnified Party or the noncompliance by an Indemnified Party with any requirement of Applicable Laws in connection with the transactions contemplated by this Agreement.

Limitation on Mutual Indemnification

6.2 The indemnification obligations of each of the Parties pursuant to §6.1 shall be subject to the following:

(a) the Claim shall have been made in writing in accordance with §6.3 within two years of the Effective Date; and
(b) an Indemnifying Party shall not be required to indemnify an Indemnified Party until the aggregate Claims sustained by that Indemnified Party exceeds a value of $5,000, in which case, the Indemnifying Party shall be obligated to the Indemnified Party for all Claims.

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Procedure for Indemnification

6.3 The following provisions shall apply to any Claims for which an Indemnifying Party may be obligated to indemnify an Indemnified Party pursuant to this Agreement:
(a) upon receipt from a third party by the Indemnified Party of notice of a Claim or the Indemnified Party becoming aware of any Claims in respect of which the Indemnified Party proposes to demand indemnification from the Indemnifying Party, the Indemnified Party shall give notice to that effect to the Indemnifying Party with reasonable promptness, provided that failure to give such notice shall not relieve the Indemnifying Party from any liability it may have to the Indemnified Party except to the extent that the Indemnifying Party is prejudiced thereby;
(b) in the case of Claims arising from third parties, the Indemnifying Party shall have the right by notice to the Indemnified Party not later than 30 days after receipt of the notice described in §6.3(a) above to assume the control of the defense, compromise or settlement of the Claims, provided that such assumption shall, by its terms, be without costs to the Indemnified Party and the Indemnifying Party shall at the Indemnified Party’s request furnish it with reasonable security against any costs or other liabilities to which it may be or become exposed by reason of such defense, compromise or settlement;
(c) upon the assumption of control by the Indemnifying Party as aforesaid, the Indemnifying Party shall diligently proceed with the defense, compromise or settlement of the Claims at its sole expense, including employment of counsel reasonably satisfactory to the Indemnified Party and, in connection therewith, the Indemnified Party shall co-operate fully, but at the expense of the Indemnifying Party, to make available to the Indemnifying Party all pertinent information and witnesses under the Indemnified Party’s control, make such assignments and take such other steps as in the opinion of counsel for the Indemnifying Party are necessary to enable the Indemnifying Party to conduct such defense; provided always that the Indemnified Party shall be entitled to reasonable security from the Indemnifying Party for any expense, costs or other liabilities to which it may be or may become exposed by reason of such co-operation;
(d) the final determination of any such Claims arising from third parties, including all related costs and expenses, will be binding and conclusive upon the Parties as to the validity or invalidity, as the case may be, of such Claims against the Indemnifying Party hereunder; and
(e) should the Indemnifying Party fail to give notice to the Indemnified Party as provided in §6.3(b) above, the Indemnified Party shall be entitled to make such settlement of the Claims as in its sole discretion may appear reasonably advisable, and such settlement or any other final determination of the Claims shall be binding upon the Indemnifying Party.

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PART 7 CONDITIONS PRECEDENT

Mutual Conditions Precedent

7.1 The respective obligations of the Parties to consummate the transactions contemplated hereby, and in particular the completion of the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

(a) the Amalgamation Resolution shall have been passed by a special majority of Stronghold Shareholders;
(b) the Amalgamation shall have become effective on or prior to the Outside Date;
(c) the Concurrent Financing shall have been completed;
(d) all other consents, orders and approvals, including regulatory approvals and orders, necessary or desirable for the completion of the transactions provided for in this Agreement and the Amalgamation shall have been obtained or received from the Persons, authorities or bodies having jurisdiction in the circumstances;
(e) dissent rights shall not have been exercised with respect to the Amalgamation by Stronghold Shareholders which will in the aggregate represent 5% or more of the Stronghold Shares outstanding on the record date for the Stronghold Meeting;
(f) the availability of prospectus exemptions for the Amalgamation under Applicable Canadian Securities Laws and the availability of registration exemptions for the Amalgamation under applicable securities laws of the United States in respect of Apollo Shares to be issued in the United States; and
(g) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement and the Amalgamation.

The foregoing conditions are for the mutual benefit of Apollo and ApolloSub on the one hand and Stronghold on the other hand and may be waived, in whole or in part, jointly by the Parties at any time. If any of the foregoing conditions are not satisfied or waived on or before the Effective Date then a Party may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of such terminating Party’s breach of this Agreement.

Additional Conditions to Obligations of Apollo

7.2 The obligations of Apollo and ApolloSub to consummate the transactions contemplated hereby, and in particular to complete the Amalgamation, are subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

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(a) the Amalgamation will neither be (i) an RTO for the purposes of the Exchange; or (ii) a transaction requiring the approval of shareholders of Apollo;
(b) the Pan American Agreement will be in good standing and other than the payment of the transaction consideration, all conditions precedent to the closing of the transactions contemplated by the Pan American Agreement shall have been satisfied or waived;
(c) the Langtry Option Agreements and the Arizona Silver Option Agreement shall be in good standing in all material respects;
(d) the Amalgamation will be approved by the Exchange on terms acceptable to Apollo, acting reasonably;
(e) satisfactory completion of due diligence by Apollo, its counsel or other representatives on the business, assets, title, financial condition, and corporate records of Stronghold, Stronghold USA and the Material Properties;
(f) there being no material adverse change between the date hereof and the Closing Date to the business and affairs of Stronghold, Stronghold USA, or the Material Properties, as applicable;
(g) receipt of a waiver from Pan American of its right to make the Cash and Share Election (as defined in the Pan American Agreement) and an agreement to take US$6 million in Apollo Shares in full satisfaction of the amounts owing pursuant to section 2.2(f) of the Pan American Agreement.
(h) Stronghold shall have performed, satisfied and complied with all obligations, covenants and agreements to be performed and complied with by it on or before the Effective Date pursuant to the terms of this Agreement and that, except as affected by the transactions contemplated by this Agreement, the representations and warranties of Stronghold made in this Agreement shall be true and correct in all material respects as at the Effective Date;
(i) Stronghold shall have furnished Apollo with:
(i) certified copies of the resolutions duly passed by the board of directors of Stronghold approving this Agreement and the consummation of the transactions contemplated hereby;
(ii) certified copies of the Amalgamation Resolutions approved by the shareholders of Stronghold;
(iii) certified copies of Stronghold’s Constating Documents;
(iv) a certificate of good standing of Stronghold and Stronghold USA dated within one day of the Effective Date;

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(v) accredited investor certifications, for any shareholders of Stronghold resident in the United States, in a form satisfactory to Apollo and its counsel, acting reasonably;
(vi) a legal opinion, as is customarily provided in transactions similar to the Amalgamation, from legal counsel for Stronghold dated the Effective Date and in a form satisfactory to Apollo and its counsel, acting reasonably;
(vii) a legal opinion from US legal counsel dated the Effective Date, or such earlier date as consented to by Apollo, with respect to the corporate status and shareholdings of Stronghold USA, as well as with respect to title to the Material Properties, respectively, in a form satisfactory to Apollo and its counsel, acting reasonably;
(viii) a certificate of Stronghold addressed to Apollo and dated the Effective Date, signed on behalf of Stronghold by a senior officer of Stronghold, confirming that the conditions in §7.2(a), (j) and (k) have been satisfied; and
(ix) such other closing documents as may be requested by Apollo, acting reasonably;
(j) no act, action, suit, proceeding, objection or opposition shall have been taken against or affecting Stronghold before or by any domestic or foreign court, tribunal or Governmental Agency or other regulatory or administrative agency or commission by any elected or appointed public official or private person in Canada or elsewhere, whether or not having the force of law and no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been enacted, promulgated, amended or applied, which in the sole judgment of Stronghold, acting reasonably, in either case has had or, if the Amalgamation was consummated, would result in a Material Adverse Change respecting Stronghold or would materially impede the ability of the Parties to complete the Amalgamation; and
(k) there shall not have occurred any Material Adverse Change of Stronghold.

The conditions in this §7.2 are for the exclusive benefit of Apollo and may be asserted by Apollo regardless of the circumstances or may be waived by Apollo in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Apollo may have.

Additional Conditions to Obligations of Stronghold

7.3 The obligations of Stronghold to consummate the transactions contemplated hereby, and in particular to complete the Amalgamation, is subject to the satisfaction, on or before the Effective Date or such other time specified, of the following conditions:

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(a) the receipt of an executed extension to the closing deadline under the Pan American Agreement to at least May 31, 2021 for consideration of US$3.25 million, with US$1 million non-creditable against the purchase price and US$2.25 million creditable against the purchase price, with an additional extension to June 30, 2021 for consideration of US$1 million non-creditable against the purchase price;
(b) Apollo and ApolloSub shall have performed, satisfied and complied with all obligations, covenants and agreements to be performed and complied with by them on or before the Effective Date pursuant to the terms of this Agreement and that, except as affected by the transactions contemplated by this Agreement, the representations and warranties of Apollo and ApolloSub made in this Agreement shall be true and correct in all material respects as at the Effective Date;
(c) the shares of Apollo to be issued to the Stronghold Shareholders shall be issued as fully paid and non-assessable common shares in the capital of Apollo, free and clear of any and all encumbrances, liens, charges, demands of whatsoever nature, except those pursuant to any relevant Exchange policies or applicable securities laws;
(d) the Amalgamation will be approved by the Exchange on terms acceptable to Stronghold, acting reasonably;
(e) Apollo shall have furnished Stronghold with;
(i) certified copies of the resolutions duly passed by the boards of directors of Apollo and ApolloSub approving this Agreement and the consummation of the transactions contemplated hereby;
(ii) certified copies of the resolutions of Apollo, as the sole shareholder of ApolloSub, approving this Amalgamation Agreement and the consummation of the transactions contemplated hereby;
(iii) certified copies of Apollo and ApolloSub’s Constating Documents;
(iv) certificates of good standing of Apollo and ApolloSub dated within one day of the Effective Date;
(v) a certificate of Apollo addressed to Stronghold and dated the Effective Date, signed on behalf of Apollo by a senior officer of Apollo, confirming that the conditions in §7.3(a), (f), and (g) have been satisfied; and
(vi) such other closing documents as may be requested by Stronghold, acting reasonably;
(f) no act, action, suit, proceeding, objection or opposition shall have been taken against or affecting Apollo before or by any domestic or foreign court, tribunal or Governmental Agency or other regulatory or administrative agency or

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commission by any elected or appointed public official or private person in Canada or elsewhere, whether or not having the force of law and no law, regulation, policy, judgment, decision, order, ruling or directive (whether or not having the force of law) shall have been enacted, promulgated, amended or applied, which in the sole judgment of Stronghold, acting reasonably, in either case has had or, if the Amalgamation was consummated, would result in a Material Adverse Change respecting Apollo or would materially impede the ability of the Parties to complete the Amalgamation;

(g) there shall not have occurred any Material Adverse Change of Apollo or ApolloSub;
(h) satisfactory completion of due diligence by Stronghold, its counsel or other representatives on the business, assets, title, financial condition, and corporate records of Apollo; and
(i) at the time of the closing of the Amalgamation, the Board of Directors of Apollo will be reconstituted as provided in Section 3.2(c) and each of the current directors and officers of Apollo that will not remain as a director or officer of Apollo after the Effective Time, shall have provided a resignation and mutual release in form and substance satisfactory to Stronghold, acting reasonably.

The conditions in this §7.3 are for the exclusive benefit of Stronghold and may be asserted by Stronghold regardless of the circumstances or may be waived by Stronghold in its sole discretion, in whole or in part, at any time and from time to time without prejudice to any other rights which Stronghold may have.

Notice and Effect of Failure to Comply with Conditions

7.4 Each of Apollo and Stronghold shall give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof to the Effective Date of any event or state of facts which occurrence or failure would, or would be likely to: (i) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any material respect; or (ii) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by any Party hereunder; provided, however, that no such notification will affect the representations or warranties of the Parties or the conditions to the obligations of the Parties hereunder.

Satisfaction of Conditions

7.5 The conditions set out in this Part 7 are conclusively deemed to have been satisfied, waived or released when, with the agreement of the Parties, the amalgamation application and articles of Amalco are filed under the BCBCA to give effect to the Amalgamation.

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PART 8 AMENDMENT

Amendment

8.1 This Agreement may at any time and from time to time before or after the holding of the Stronghold Meeting be amended by written agreement of the Parties hereto without, subject to Applicable Laws, further notice to or authorization on the part of their respective 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) waive any inaccuracies or modify any representation or warranty contained herein or in any document delivered pursuant hereto;
(c) waive compliance with or modify any of the covenants herein contained and waive or modify performance of any of the obligations of the Parties; or
(d) waive compliance with or modify any other conditions precedent contained herein;

provided that no such amendment reduces or materially adversely affects the consideration to be received by Stronghold Shareholders without approval by the affected Stronghold Shareholders given in the same manner as required for the approval of the Amalgamation.

PART 9 TERMINATION

Termination

9.1 (a) This Agreement may be terminated at any time in each of the following circumstances:
(i) by written agreement executed and delivered by the Parties;
(ii) by any Party if the Effective Date shall not have occurred by the Outside Date;
(iii) by Apollo if there has been a material breach by Stronghold of any representation, warrant, covenant or agreement set forth in this Agreement or any of the documents contemplated hereby, which breach Stronghold fails to cure within ten (10) Business Days after written notice thereof is given by Apollo;
(iv) by Stronghold if there has been a material breach by Apollo or ApolloSub of any representation, warrant, covenant or agreement set forth in this Agreement or any of the documents contemplated hereby, which breach

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Apollo or ApolloSub, as applicable, fails to cure within ten (10) Business Days after written notice thereof is given by Stronghold; or

(v) any applicable regulatory authority having notified in writing either Apollo or Stronghold that it will not permit the transaction to proceed.
(b) If this Agreement is terminated in accordance with the foregoing provisions of this §9.1, this Agreement shall forthwith become void and no Party shall have any liability or further obligation to the other Parties hereunder except for each Party’s obligations under §10.7 and §10.8 hereunder, which shall survive such termination, and provided that neither the termination of this Agreement nor anything contained in this §9.1(b) shall relieve any Party from any liability for any breach by it of this Agreement, including from any inaccuracy in any of its representations and warranties and any non-performance by it of its covenants made herein, prior to the date of such termination.

9.2 If the Pan American Agreement is terminated or the transactions contemplated by this Agreement has not closed before the Outside Date, the Parties agree to renegotiate the Definitive Agreement in good faith such that Apollo will acquire Stronghold without the Waterloo Project.

PART 10 GENERAL

Notices

10.1 All notices that may be or are required to be given pursuant to any provision of this Agreement are to be given or made in writing and served personally, delivered by courier or sent by facsimile or other electronic transmission:

(a) in the case of Apollo or ApolloSub, to:

Apollo Gold & Silver Corp. 1507 - 1030 W Georgia Street Vancouver, BC, V6E 2Y3

Attention: Simon Clarke Email: [redacted]

with a copy to:

McMillan LLP Suite 1500, 1055 West Georgia Street Vancouver, BC, V6E 4N7

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Attention: Desmond Balakrishnan Email: [email protected]

(b) in the case of Stronghold, to:

Stronghold Silver Corp. Suite 3002 – 277 Thurlow Street Vancouver, BC V6C 0C1

Attention: James Hynes Email: [redacted]

with a copy to:

Farris LLP Suite 2500, 700 West Georgia Street Vancouver, BC, V7Y 1B3

Attention: Jay Sujir Email: [email protected]

or such other address as the Parties may, from time to time, advise the other Parties hereto by notice in writing. The date or time of receipt of any such notice will be deemed to be the date of delivery or the time such facsimile or other electronic transmission is received.

Binding Effect

10.2 This Agreement shall be binding upon and enure to the benefit of the Parties hereto and their respective successors and permitted assigns.

Assignment

10.3 Neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any of the Parties hereto without the prior written consent of the other Parties hereto.

Entire Agreement

10.4 This Agreement, together with the agreements and documents referred to herein, constitute the entire agreement among the Parties pertaining to the subject matter hereof and supersede all prior agreements, understandings, negotiations and discussions, whether oral or written, among the Parties with respect to the subject matter hereof.

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Public Communications

10.5 Each of Apollo and Stronghold agree to consult with each other prior to issuing any press releases or otherwise making public statements with respect to this Agreement or the Amalgamation or making any filing with any Governmental Authority with respect thereto. Without limiting the generality of the foregoing, no Party shall issue any press release regarding the Amalgamation, this Agreement or any transaction relating to this Agreement without first providing a draft of such press release to the other Party and reasonable opportunity for comment; provided, however, that the foregoing shall be subject to each Party’s overriding obligation to make any such disclosure required in accordance with Applicable Laws. If such disclosure is required and the other Party has not reviewed or commented on the disclosure, the Party making such disclosure shall use all commercially reasonable efforts to give prior oral or written notice to the other Party, and if such prior notice is not possible, to give such notice promptly following such disclosure.

No Shop

10.6 Each of the Parties will not, nor will it permit any of its respective directors, officers, affiliates, employees, representatives or agents (including and without limitation, investment bankers, attorneys and accountants) directly or indirectly to, solicit, discuss, encourage or accept any offer for the purchase of such party or the business or the assets of such party, whether as a primary or backup offer, or take any other action with the intention or reasonable foreseeable effect of leading to any commitment or agreement to sell such party or business or the assets of such party (an “ alternative transaction ”). In addition, each of the Parties will conduct its respective operations according to its ordinary and usual course of business consistent with past practices and will not enter into any material transactions or incur any material liabilities (including without limitation, issuing or agreeing to issue any securities other than as expressly contemplated in this Agreement) without obtaining the consent of the other party hereto, which consent will not be unreasonably withheld or delayed. Notwithstanding the foregoing, nothing herein will restrict the parties hereto from taking such actions as may be required in order to discharge their obligations pursuant to applicable corporate laws.

Each Party represents and warrants to the other that it is not currently in any discussions or negotiations with any other person with respect to any alternative transaction. Each Party will promptly notify the other Parties of any alternative transaction of which any director, senior officer or agent of the Party is or becomes aware of, any amendment to any of the foregoing or any request for non-public information relating to the Party. Such notice will include a description of the material terms and conditions of any such proposal and the identity of the person making such proposal, inquiry, request or contact.

Costs

10.7 Each of the parties will be responsible for their respective expenses and costs in connection with the transactions contemplated herein and the Concurrent Financing. For greater certainty, the costs associated with the completion of (i) the Technical Report and (ii) the audited financial statements of Stronghold, as required pursuant to the policies of the Exchange, are the

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exclusive responsibility to Stronghold. Except as provided above, all fees, costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the Party incurring such cost or expense, whether or not the Amalgamation is completed.

Confidentiality

10.8 (a) The Parties acknowledge that each will and has provided to the other information that is non-public, confidential, and proprietary in nature. Each of the Parties (and their respective directors, officers, affiliates, representatives, agents and employees) will keep such information confidential and will not disclose such information or use such information for any purpose other than for the purposes of consummating the Amalgamation and the other transactions contemplated by this Agreement, except disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; and (c) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed and is under an obligation of confidentiality. The foregoing will not apply to information that:
- (i) becomes generally available to the public absent any breach of the foregoing;
- (ii) was available on a non-confidential basis to a Party prior to its disclosure; or
- (iii) becomes available on a non-confidential basis from a third party who is not bound to keep such information confidential.
(b) Each of the Parties agrees that immediately upon termination of this Agreement, each Party will return to the other all confidential information.

Severability

10.9 If any one or more of the provisions or parts thereof contained in this Agreement should be or become invalid, illegal or unenforceable in any respect, the remaining provisions or parts thereof contained herein shall be and shall be conclusively deemed to be severable therefrom and the validity, legality or enforceability of such remaining provisions or parts thereof shall not in any way be affected or impaired by the severance of the provisions or parts thereof severed. 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.

Further Assurances

10.10 Each Party hereto shall, from time to time and at all times hereafter, at the request of the other Parties hereto, but without further consideration, do all such further acts, and execute and deliver all such further documents and instruments and provide all such further assurances as may be reasonably required in order to fully perform and carry out the terms and intent hereof.

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Time of Essence

10.11 Time shall be of the essence of this Agreement.

Applicable Law and Enforcement

10.12 This Agreement shall be governed, including as to validity, interpretation and effect, by the laws of the Province of British Columbia and the laws of Canada applicable therein. The Parties hereby irrevocably submit and attorn to the non-exclusive jurisdiction of the courts of the Province of British Columbia, sitting in the City of Vancouver.

Waiver

10.13 Any Party may, on its own behalf only, (i) extend the time for the performance of any of the obligations or acts of the other Parties, (ii) waive compliance with the other Parties’ agreements or the fulfillment of any conditions to its own obligations contained herein, or (iii) waive inaccuracies in the other Parties’ representations or warranties contained herein or in any document delivered by the other Parties; provided, however, that any such extension or waiver shall be valid only if set forth in an instrument in writing and, unless otherwise provided in the written waiver, will be limited to the specific breach or condition waived.

Counterparts

10.14 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together constitute one and the same instrument. The Parties shall be entitled to rely upon delivery of an executed electronic copy of this Agreement, and such executed electronic copy shall be legally effective to create a valid and binding agreement between the Parties.

[signature page follows]

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IN WITNESS WHEREOF the Parties have executed this Agreement as of the date first above written.

APOLLO GOLD & SILVER CORP.

Per: /s/ Simon Clarke Authorized Signatory

1302259 B.C. LTD.

Per: /s/ Simon Clarke Authorized Signatory

STRONGHOLD SILVER CORP.

Per: /s/ James Hynes Authorized Signatory

LEGAL_36271620.2

EXHIBIT “A”

DESCRIPTION OF PROPERTIES

WATERLOO PROJECT, SAN BERNARDINO COUNTY, CALIFORNIA

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----- Start of picture text -----

UNPATENTED CLAIMS AND MILL SITES
Name of Claim BLM Serial No.
Virginia-A CAMC 291827
Wisconsin-A CAMC 291828
Tennessee-A CAMC 291829
Kentucky-A CAMC 291830
Indiana-A CAMC 291831
AG 42-A CAMC 291832
Nebraska-A CAMC 291833
Dakota-A CAMC 291834
Nevada Frac. – A CAMC 291835
Utah-A CAMC 291836
Montana-A CAMC 291837
Pan 1 CAMC 291838
Pan 2 CAMC 291839
Pan 3 CAMC 291840
Pan 4 CAMC 291841
Pan 5 CAMC 291842
Pan 6 CAMC 291843
Pan 7 CAMC 291844
Pan 8 CAMC 291845
DFS 58-A (Mill Site) CAMC 291846
DFS 59-A (Mill Site) CAMC 291847
----- End of picture text -----

45529|6162972_6|6 LEGAL_36271620.2

C-2

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----- Start of picture text -----

FEE PROPERTY
Township 10
Parcel No. North Range 1 Property Description
East, SBBM
517-121-02 Section 21 S½NW¼, (mineral rights)
517-121-04 Section 21 SE¼
517-121-05 Section 21 SW¼ (except mineral rights and except portion to highway)
517-121-06 Section 20 N½ (except mineral rights)
517-121-07 Section 20 S½ (except mineral rights)
517-121-08 Sections 16, 21 Mineral survey 6771 Nevada Quartz Mine
517-120-10 Sections 16, 21 Portion mineral survey 6768 Idaho Quartz
517-121-11 Section 21 Portion mineral survey 6768 New Mexico Quartz
517-121-12 Sections 16, 21 Portion mineral survey 6768 Colorado Quartz
517-121-13 Sections 16, 21 Portion mineral survey 6768 Wyoming Quartz
517-151-03 Section 17 Government Lot 11 (fraction) (except portion in mineral survey
2765, except mineral rights)
517-151-05 Sections 16, 17 Mineral survey 6770 Lamar Claim
517-161-06 Section 17 Mineral survey 2406, Waterloo Quartz Mine, Lot 46
517-161-07 Section 18 Mineral survey 2772 Harmonial No. 1 Quartz Mine, SW¼, Lot 76
517-161-08 Section 16 Mineral survey 2770 Compass Lot 74 [described as Campass in
the Deed]
517-161-09 Sections 16, 17, 21 Mineral survey 2765, Daggett Quartz
517-161-11 Section 16 Lot 10
517-161-12 Sections 16, 17 Mineral survey 2759, Illinois Quartz
517-161-14 Section 16 Mineral survey 2796, Gem Silver Mine, Lot 80
517-161-15 Section 16 Mineral survey 2773, Zephyr Quartz Mine, Lot 77
517-161-18 Sections 16, 17 Portion mineral survey 6770, Harmonial No. 2 (except portion in
Zephyr Quartz Mine, mineral survey Nos. 2558 and 2773, Illinois
Quartz Mine mineral survey 2795 and Gem Silver Mine mineral
survey 2796)
517-161-19 Section 16 Portion mineral survey 6769
517-161-20 Section 16 Portion Government Lots lying northwesterly of mineral survey
6768 and northeasterly of mineral survey 2406 (except mineral
rights)
517-161-21 Section 16 Portion Government Lot 5 lying northeasterly of mineral survey
6768 (except mineral rights)
517-161-22 Section 16 Portion mineral survey 6768 Washington
517-161-23 Sections 16, 21 Portion mineral survey 6768 California Quartz
517-171-02 Sections 16, 17 Mineral survey 2795 Grant Quartz
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LEGAL_36271620.2

C-3

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LEGAL_36271620.2

C-4

LANGTRY PROJECT

Part 1 – Strachan Trust

ASSESSORS PARCEL 0517-251-05-0000 SAN BERNARDINO COUNTY CALIFORNIA---413.22 ACRES--20 PATENTED MINING CLAIMS----MINERAL SURVEY # 6777--PATENT # 04-76-0087

AND TWO UNPATENTED MINING CLAIMS ---CAMC # 0290263 & CAMC # 0306178 20.66 ACRES (BOTH CLAIMS COVER THE SAME PARCEL OF GROUND)

Royalties applicable to description of interest immediately above:

(i) 1% net smelter return royalty on silver. The payment to be made to the Strachan Trust shall be based on 1% of the actual amount received from a smelter or other buyer. No deductions of any kind shall be allowed.
(ii) 5% gross royalty on all other mineral production (for example: barite, volcanic ash, sand, gravel, water, natural gas, oil, crushed stone, etc.). Payment to the Strachan Trust shall be based on the actual amount received from the buyer. No deductions of any kind shall be allowed.
(iii) 10% gross royalty on all other income (for example, use of the property as a solar farm, windmill farm, landfill, residential, industrial or commercial subdivision, cell phone tower site, etc.) Payment to the Strachan Trust shall be based on the actual amount received by the Optionee. No deductions of any kind shall be allowed.

Part 2 – Athena

Serial Number	Claim Name	Claimant Name
CAMC289957	SILVERADO #30	ATHENA MINERALS INC
CAMC289958	SILVERADO #31	ATHENA MINERALS INC
CAMC289960	SILVERADO #33	ATHENA MINERALS INC
CAMC289962	SILVERADO #35	ATHENA MINERALS INC
CAMC289963	SILVERADO #36	ATHENA MINERALS INC
CAMC290264	LILLY #11	ATHENA MINERALS INC
CAMC290265	LILLY #12	ATHENA MINERALS INC
CAMC290266	LILLY #13	ATHENA MINERALS INC
CAMC290267	LILLY #14	ATHENA MINERALS INC
CAMC290268	LILLY #15	ATHENA MINERALS INC
CAMC290269	LILLY #16	ATHENA MINERALS INC
CAMC290270	LILLY #17	ATHENA MINERALS INC
CAMC290271	LILLY #18	ATHENA MINERALS INC
CAMC290272	LILLY #19	ATHENA MINERALS INC
CAMC296910	CLIPPER #1	ATHENA MINERALS INC
CAMC296911	CLIPPER #2	ATHENA MINERALS INC
CAMC296912	CLIPPER #3	ATHENA MINERALS INC
CAMC296913	CLIPPER #4	ATHENA MINERALS INC
CAMC296914	CLIPPER #5	ATHENA MINERALS INC
CAMC296915	HAWAII CLIPPER	ATHENA MINERALS INC
CAMC296916	CALIF CLIPPER #3	ATHENA MINERALS INC

LEGAL_36271620.2

C-5

CAMC296917	CALIF CLIPPER #2	ATHENA MINERALS INC
CAMC296918	CALIF CLIPPER #4	ATHENA MINERALS INC
CAMC300265	CLIPPER #12	ATHENA MINERALS INC
CAMC300266	CLIPPER #13	ATHENA MINERALS INC
CAMC300267	CLIPPER #14	ATHENA MINERALS INC
CAMC300268	CLIPPER #15	ATHENA MINERALS INC
CAMC300269	CLIPPER #16	ATHENA MINERALS INC
CAMC300270	CLIPPER #17	ATHENA MINERALS INC
CAMC300271	CLIPPER #18	ATHENA MINERALS INC
CAMC300272	CLIPPER #19	ATHENA MINERALS INC
CAMC300273	CLIPPER #20	ATHENA MINERALS INC
CAMC300274	CLIPPER #21	ATHENA MINERALS INC
CAMC300275	CLIPPER #22	ATHENA MINERALS INC
CAMC300276	CLIPPER #23	ATHENA MINERALS INC
CAMC300277	CLIPPER #24	ATHENA MINERALS INC

Royalties applicable to description of interest immediately above:

(i) 1% of all proceeds received from the sale of concentrates, precipitates or metals produced from ores mined, extracted or taken from the Claims set forth above registered in the name of Athena Minerals Inc., only on such claims that do not currently have existing royalties above 1% to a maximum of 1% on such claims. The payment to be made to the optionor shall be based on 1% of the actual amount received by optionee from a smelter or other buyer. No deductions of any kind shall be allowed.

LEGAL_36271620.2

C-6

ARIZONA SILVER PROJECT

PATENTED CLAIMS

Name	MS#	Royalty Payable	Royaltyholder	Agreement Creating Royalty
James G. Blaine	1258	5% NPI 2% NSR subject to 5% NPI	Mary Laccinole et. al. Gibbs	Purchase & Sale – 01 Feb 2007
Black Rock	291	2% NSR	Columbus/Gibbs	Fornaciari Purchase & Sale – 01 Sep 2007
Pacific	292	2% NSR	Columbus/Gibbs	Fornaciari Purchase & Sale – 01 Sep 2007

UNPATENTED CLAIMS

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----- Start of picture text -----

Name BLM# Royalty Royaltyholder Agreement Creating
Payable Royalty
Plata No. 1 (3rd Am) AMC 44189 2% NSR Robert Bell Lease – 28 Aug 2006
Plata No. 2 (2nd Am) AMC 44190 2% NSR Robert Bell Lease – 28 Aug 2006
Ruth #5 (Am) AMC 44220 2% NSR Columbus Bell Sale – 28 Aug 2006
Ruth #7 (Am) AMC 44222 2% NSR Columbus Bell Sale – 28 Aug 2006
Plata No. 3 (Am) AMC 44191 2% NSR Columbus Bell Sale – 28 Aug 2006
Plata No. 5-6 (Am) AMC 44193-4 2% NSR Columbus Bell Sale – 28 Aug 2006
Plata No. 10-12 (Am) AMC 44195-7 2% NSR Columbus Bell Sale – 28 Aug 2006
Plata No. 14 AMC 44199 2% NSR Columbus Bell Sale – 28 Aug 2006
Plata No. 15 (Am) AMC 44200 2% NSR Columbus Bell Sale – 28 Aug 2006
Chuck No. 5 AMC 44208 2% NSR Columbus Bell Sale – 28 Aug 2006
Chuck No. 7 AMC 44210 2% NSR Columbus Bell Sale – 28 Aug 2006
Chuck No. 9 AMC 44212 2% NSR Columbus Bell Sale – 28 Aug 2006
POP 1-11 (2nd Am) AMC 43990-44000 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 13-16 (2nd Am) AMC 44002-5 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 17 (Am) AMC 44006 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 19 (Am) AMC 44008 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 21-22 (Am) AMC 44010-11 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
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LEGAL_36271620.2

C-7

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POP 24-29 (2nd Am) AMC 44013-18 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 30-32 (Am) AMC 44019-21 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 37-38 (2nd Am) AMC 44026-27 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 43 (Am) AMC 44032 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 50-51 AMC 207723-24 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 53-57 AMC 207725-29 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
POP 62 AMC 207734 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
Max 13-26 AMC 386562-75 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
PL-1&2 AMC 366944-5 2% NSR Gibbs
Arch AMC 366937 2% NSR Gibbs
RU 1-3 AMC 366947-9 2% NSR Gibbs
CH 1-6 AMC 366938-43 2% NSR Gibbs
POP 39 AMC 366946 2% NSR Gibbs
A-1 AMC 369924 2% NSR Gibbs
R1HO AMC 369925 2% NSR Gibbs
SD 30 AMC 424398 2% NSR Gibbs
SD 37 AMC 424404 2% NSR Gibbs
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UNPATENTED MILLSITES

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RUF 1-2 BLM# Royalty Royaltyholder Agreement Creating
Payable Royalty
RUF 1-2 AMC 129269-70 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
RUF 5 AMC 129273 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
RUF 9-10 AMC 129277-8 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
RUF 12-15 AMC 129280-3 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
RUF 17-18 AMC 129285-6 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
RUF 22-24 AMC 129290-2 2% NSR Columbus& TOMC Sale – 10 May
Gibbs 2003
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LEGAL_36271620.2

C-8

MIL # 1-6	AMC 129261-6	2% NSR	Columbus& Gibbs	TOMC Sale – 10 May 2003
G&W # 2-4	AMC 129255-7	2% NSR	Columbus& Gibbs	TOMC Sale – 10 May 2003

Other:

1/3 interest - SILVER GLANCE Patented Mining Claim – MS 246 Parcel #301-34-001 La Paz Co. Assessor - (Subject to lease agreement; title to be perfected)

1/3 interest - MENDIVIL Patented Mining Claim – MS 279 Parcel #301-33-002 La Paz Co. Assessor - (Subject to lease agreement; title to be perfected)

Arizona State Exploration Permit.

Arizona State Exploration Permit #08-118475 - GRANTED December 2, 2015 that expired in December 2020 for 334.85 acres+/-. A new application ASLD 08-121677-00-100 was filed in August 2020 to replace and expanded the leased area to 640 acres. This application is pending.

Royalty

2% of all proceeds received from the sale of concentrates, precipitates or metals produced from ores mined, extracted or taken from the Claims set forth above, only on such claims that do not currently have existing royalties above 2% to a maximum of 2% on such claims. The payment to be made to Gulf + Western Industries Inc. shall be based on 2% of the actual amount received by SSC USA from a smelter or other buyer. No deductions of any kind shall be allowed.

LEGAL_36271620.2

EXHIBIT “B”

STRONGHOLD MATERIAL CONTRACTS

1) Athena Agreement
2) Pan American Agreement
3) Strachan Agreements
4) Payment from Stronghold USA of US$286.96 made on March 23, 2021 on behalf of Bruce Strachan for the property taxes owed on the Langtry Project patented claims for January 1 to June 30, 2021.

45529|6162972_6|6 LEGAL_36271620.2

AI assistant

Apollo Silver Corp. — M&A Activity 2021

45355_rns_2021-05-25_6663d05e-0f45-4d37-b68e-b5227f70c831.pdf

AMALGAMATION AGREEMENT

AMONG:

AND:

STRONGHOLD SILVER CORP.

TABLE OF CONTENTS

AMALGAMATION AGREEMENT

AMONG:

AND:

AND:

WHEREAS:

Definitions

Interpretation

Exhibits

PART 2 THE AMALGAMATION

Agreement to Amalgamate

Effect of Amalgamation

Name

Registered Office

Authorized Capital and Restrictions on Share Transfers

Fiscal Year

Business

Initial Directors

Initial Officers

Exchange of ApolloSub Shares and Stronghold Shares

Dissenting Shareholders

Completion of the Amalgamation and Effective Date

Acknowledgment of Escrow and Resale Restrictions

Apollo Guarantee

Stated Capital

PART 3 COVENANTS

Mutual Covenants

Additional Covenants of Apollo and ApolloSub

Additional Covenants of Stronghold

PART 4 REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Apollo and ApolloSub

Representations and Warranties of Stronghold

Survival of Representation and Warranties

PART 5 EXCHANGE AND SHAREHOLDER APPROVALS

Stronghold Meeting and Information Circular

Exchange Approval

Preparation of Filings

PART 6 INDEMNIFICATION

Mutual Indemnifications for Breaches of Warranty

Limitation on Mutual Indemnification

Procedure for Indemnification

PART 7 CONDITIONS PRECEDENT

Mutual Conditions Precedent

Additional Conditions to Obligations of Apollo

Additional Conditions to Obligations of Stronghold

Notice and Effect of Failure to Comply with Conditions

Satisfaction of Conditions

PART 8 AMENDMENT

Amendment

PART 9 TERMINATION

Termination

PART 10 GENERAL

Notices

Binding Effect

Assignment

Entire Agreement

Public Communications

No Shop

Costs

Confidentiality

Severability

Further Assurances

Time of Essence

Applicable Law and Enforcement

Waiver

Counterparts

[signature page follows]

APOLLO GOLD & SILVER CORP.

1302259 B.C. LTD.

STRONGHOLD SILVER CORP.

EXHIBIT “A”

DESCRIPTION OF PROPERTIES

WATERLOO PROJECT, SAN BERNARDINO COUNTY, CALIFORNIA

Apollo Silver Corp. M&A Activity 2021