CDN$24,477,128

AMENDED AND RESTATED CREDIT AGREEMENT

between

ARIANNE PHOSPHATE INC.
AS BORROWER

and -

9252-5880 QUÉBEC INC.
AS GUARANTOR

and -

MERCURY FINANCING CORP.
AS LENDER

dated as of March 31, 2026

FASKEN

291770.00023/320603020.1

ARTICLE 1 INTERPRETATION

2
- 1.1 General Definitions 2
- 1.2 References to Agreements 2
- 1.3 Headings, etc. 2
- 1.4 Number and Gender 2
- 1.5 Amendment and Restatement of Existing Credit Agreements 2

ARTICLE 2 THE CREDIT FACILITIES

4
- 2.1 Credit Facilities 4
- 2.2 Non-Revolving Nature 4
- 2.3 Availability 4
- 2.4 Mandatory Repayment of Loans 4
- 2.5 Voluntary Repayment of Loans 5

ARTICLE 3 ADVANCES

5
- 3.1 Interest on Loans commencing on the Restatement Date 5
- 3.2 Interest on Loans and Payment of Accrued Interest as at the Restatement Date 5
- 3.3 Computation of Interest 6
- 3.4 Annual Equivalents 6
- 3.5 Capitalization of Interest 6
- 3.6 Payment of Interest 7

ARTICLE 4 ISSUANCE OF COMMON SHARES AND WARRANTS

7
- 4.1 Issuance of Common Shares 7
- 4.2 Warrants 8

ARTICLE 5 MANNER OF PAYMENTS

8
- 5.1 Currency of Payments 8
- 5.2 Payment on Any Business Day by 3:00 P.M. (Montréal time) 8

ARTICLE 6 GUARANTEE

9
- 6.1 Object of Guarantee 9
- 6.2 Nature of the Guarantors' Obligations 9
- 6.3 Certain Waivers 9
- 6.4 Additional Security 10

ARTICLE 7 HYPOTHECS

10
- 7.1 Hypotheses 10
- 7.2 Post-Closing Undertaking from the Lender 10

ARTICLE 8 CONDITIONS PRECEDENT

11
- 8.1 Conditions Precedent to Effectiveness 11

291770.00023/320603020.1

(continued)

8.2 Post-Closing Undertaking from the Borrower ... 13

ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTOR ... 14

9.1 Existence ... 15
9.2 Authority and Enforceability ... 15
9.3 Due Authorization ... 15
9.4 Authorizations from Governmental Authorities and other Persons ... 15
9.5 Accuracy of Information ... 15
9.6 Validity of Loan Documents – Non-Conflict ... 15
9.7 Absence of Litigation ... 16
9.8 Intellectual Property ... 16
9.9 Ownership of Properties ... 16
9.10 Project Mining Claims and Immovable Property Subject to Security and Material Claims ... 16
9.11 Insurance ... 17
9.12 No Material Adverse Effect ... 17
9.13 Compliance with Laws ... 17
9.14 Use of Advances ... 17
9.15 No Default ... 17
9.16 Taxes ... 17
9.17 Advances, Loans and Other Indebtedness for Borrowed Money ... 17
9.18 Repetition of Representations and Warranties ... 18

ARTICLE 10 POSITIVE COVENANTS OF THE BORROWER AND THE GUARANTOR ... 18

10.1 Payment of Principal, etc. ... 18
10.2 Preservation of Existence, etc. ... 18
10.3 Operations ran in the Normal Course of Business ... 18
10.4 Use of Advances ... 18
10.5 Authorizations ... 18
10.6 Compliance with Applicable Law ... 19
10.7 Insurance ... 19
10.8 Project Mining Claims and Immovable Property Subject to Security ... 19
10.9 Maintenance of Properties ... 19
10.10 Mining Claims and Surface Leases with MRNF ... 19
10.11 Payment of Taxes and Claims ... 20
10.12 Payment of Legal and Other Fees and Disbursements ... 20
10.13 Transactions with Affiliates ... 20
10.14 Board Representation ... 20

ARTICLE 11 NEGATIVE COVENANTS OF THE BORROWER AND THE GUARANTOR ... 20

11.1 Liens ... 21

291770.00023/320603020.1

(continued)

11.2 Amalgamations ... 21
11.3 Investments ... 21
11.4 Guarantees ... 21
11.5 Acquisitions ... 21
11.6 Distribution ... 21
11.7 Change in Business ... 21
11.8 Sale of Assets ... 21
11.9 Leases ... 22
11.10 Advances, Loans and Other Indebtedness for Borrowed Money ... 22

ARTICLE 12 INFORMATION COVENANTS OF THE BORROWER ... 22

12.1 Updated budget and cash-flow Schedule ... 22
12.2 Notice of Litigation and Other Matters ... 22
12.3 Other Information ... 23

ARTICLE 13 REPRESENTATIONS AND WARRANTIES OF THE LENDER ... 23

13.1 Existence ... 23
13.2 Authority and Enforceability ... 23
13.3 Due Authorization ... 23
13.4 Arms-Length Transaction ... 23
13.5 Accredited Investor ... 24

ARTICLE 14 REVIEW BY THIRD PARTY ... 24

14.1 Review of Reports ... 24

ARTICLE 15 EVENTS OF DEFAULT ... 24

15.1 Non-Payment ... 24
15.2 Misrepresentation ... 24
15.3 Covenants ... 24
15.4 Insolvency ... 25
15.5 Material Adverse Effect ... 25
15.6 Unsatisfied Awards ... 25
15.7 Loan Documents ... 25
15.8 Notice of Exercise of Hypothecary Rights ... 25

ARTICLE 16 REMEDIES ... 26

16.1 Termination and Acceleration ... 26
16.2 Application of Payments ... 26
16.3 Compensation and Set-Off ... 26
16.4 Notices ... 27

ARTICLE 17 TAXES AND OTHER CHARGES ... 27

17.1 No Payment of Additional Amounts ... 27

291770.00023/320603020.1

(continued)

ARTICLE 18 MISCELLANEOUS ... 28

18.1 Notices ... 28
18.2 No Waivers. Rights and Recourses Cumulative ... 28
18.3 Assignments by the Borrower or by the Guarantor ... 28
18.4 Assignment by the Lender ... 28
18.5 Counterparts ... 29
18.6 Severability ... 29
18.7 Replacement of Previous Agreements ... 29
18.8 Obligation to Pay Absolute ... 29
18.9 Governing Law ... 29

ARTICLE 19 LANGUAGE ... 29

19.1 English Language ... 29
SCHEDULE "A" DEFINITIONS ... 1
SCHEDULE "B" REPAYMENT NOTICE ... 1

THIS AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 31, 2026

BETWEEN: ARIANNE PHOSPHATE INC., as Borrower;
AND: 9252-5880 QUÉBEC INC., as Guarantor;
AND: MERCURY FINANCING CORP., as Lender;

WITNESSETH:

WHEREAS the Borrower (under its previous name, Arianne Resources Inc.), as borrower, the Guarantor, as guarantor, and the Lender, as lender, entered into a credit agreement dated as of August 21, 2012, which has been amended, inter alia, by an interest deferral agreement dated as of March 16, 2015, by an amending agreement dated as of October 20, 2015, by a third amending agreement dated as of December 21, 2017, by a fourth amending agreement dated as of December 19, 2018, by a fifth amending agreement dated as of June 30, 2020, and by a sixth amending agreement dated as of March 31, 2021 (as amended and supplemented up to the date hereof, the "2012 Credit Agreement");

WHEREAS the Borrower, as borrower, and the Lender, as lender, entered into a credit agreement dated as of July 29, 2013, which has been amended, inter alia, by an interest deferral agreement dated as of March 16, 2015, by an amending agreement dated as of October 20, 2015, by a third amending agreement dated as of December 21, 2017, by a fourth amending agreement dated as of December 19, 2018, by a fifth amending agreement dated as of June 30, 2020, and by a sixth amending agreement dated as of March 31, 2021 (as amended and supplemented up to the date hereof, the "2013 Credit Agreement");

WHEREAS the Borrower, as borrower, and the Lender, as lender, entered into a credit agreement dated as of October 20, 2015, which has been amended, inter alia, by a first amending agreement dated as of December 21, 2017, by a second amending agreement dated as of December 19, 2018, by a third amending agreement dated as of June 30, 2020, and by a fourth amending agreement dated as of March 31, 2021 (as amended and supplemented up to the date hereof, the "2015 Credit Agreement");

WHEREAS the parties wish to further amend, including for the purposes of extending, at the request of the Borrower, the Term Period (as defined in each of the Existing Credit Agreement, defined below) of the loans made thereunder, consolidate into a single credit agreement and restate in their entirety, but without novation, the 2012 Credit Agreement, the 2013 Credit Agreement and the 2015 Credit Agreement (collectively the "Existing Credit Agreements", and "Existing Credit Agreement" refers to any one thereof)), the whole upon the terms and subject to the conditions herein contained; provided that, save as otherwise provided herein, the terms and provisions of the Existing Credit Agreements regarding the Initial Production Fee, shall be

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 2

amended, consolidated and restated in the Royalty Agreement, the whole upon the terms and subject to the conditions therein contained;

WHEREAS the Guarantor has agreed to guarantee, in addition to the obligations of Borrower under the 2012 Credit Agreement, all obligations of the Borrower under the Existing Credit Agreements, as amended and restated pursuant to this Agreement, as more fully set forth herein;

NOW THEREFORE in consideration of the premises, the mutual covenants contained herein and for other consideration, the receipt and sufficiency of which are acknowledged, the parties hereto have agreed as follows:

ARTICLE 1

INTERPRETATION

1.1 General Definitions

The capitalized words and expressions, wherever used in this Agreement or in any agreement ancillary hereto, unless there be something in the subject or the context inconsistent therewith, shall have the meaning ascribed thereto in Schedule "A".

1.2 References to Agreements

Each reference in this Agreement to any agreement (including this Agreement and any other defined term that is an agreement) shall be construed so as to include such agreement (including any attached schedules) and each amendment, supplement, amendment and restatement, novation and other modification made to it at or before the time in question. The terms "this Agreement", "this Credit Agreement", "hereof", "hereunder" and similar expressions refer to this amended and restated credit agreement and not to any particular Article, Section, subsection, paragraph, subparagraph, clause or other portion of this amended and restated credit agreement.

1.3 Headings, etc.

The division of this Agreement into Articles, Sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.

1.4 Number and Gender

In this Agreement, words in the singular (including defined terms) include the plural and vice versa (the necessary changes being made to fit the context) and words in one gender include all genders.

1.5 Amendment and Restatement of Existing Credit Agreements.

1.5.1 Subject to Section 1.5.3, on the Restatement Date the terms and provisions of each Existing Credit Agreement shall be and is hereby amended, superseded

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 3

and restated in its entirety by the terms and provisions of this Agreement. This Agreement is not intended to and shall not constitute a novation, payment and reborrowing or cancellation or termination of the Credit Facilities, the Loans or the Obligations under any Existing Credit Agreement and the other Loan Documents (as defined in each such Existing Credit Agreement) as in effect prior to the Restatement Date. All Advances and Loans made and Obligations incurred under any Existing Credit Agreement which are outstanding on the Restatement Date shall continue as Advances, Loans and Obligations under (and shall be governed by the terms of) this Agreement and the other Loan Documents. Without limiting the foregoing, on the Restatement Date: (a) all references in the “Loan Documents” (as defined in each Existing Credit Agreements) to the “Lender”, the “Agreement” the “Credit Agreement” and the “Loan Documents” shall be deemed to refer to the Lender, this Agreement and the Loan Documents, (b) all obligations constituting “Obligations” with the Lender which are outstanding on the Restatement Date shall continue as Obligations under this Agreement and the other Loan Documents.

1.5.2 Each of the Borrower and the Guarantor hereby represents, warrants and confirms to the Lender that as of the Restatement Date:

1.5.2.1 the guarantees and indemnities contained in the Loan Documents, other than this Agreement, continue in full force and effect in accordance with their terms notwithstanding this Agreement and the amendment and restatement of each Existing Credit Agreement effected hereby;

1.5.2.2 that such guarantees and indemnities applicable to the liabilities and obligations of the Borrower and of the Guarantor under each Existing Credit Agreement extend to the liabilities and obligations of the Borrower and the Guarantor under this Agreement;

1.5.2.3 the Hypotheses and the Liens granted thereunder continue in full force and effect in accordance with their terms notwithstanding this Agreement and the amendment and restatement of each Existing Credit Agreement effected hereby; and

1.5.2.4 the secured liabilities described in the Hypotheses include indebtedness, liabilities and obligations arising under or in relation to this Agreement, and the Liens granted thereunder extend thereto.

1.5.3 Save as otherwise provided herein, the terms and provisions of the Existing Credit Agreements regarding the Initial Production Fee are amended, consolidated and restated in the Royalty Agreement, the whole upon the terms and subject to the conditions therein contained.

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 4

ARTICLE 2

THE CREDIT FACILITIES

2.1 Credit Facilities

2.1.1 The Lender agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower the 2012 Credit Facility. The parties hereto acknowledge that (i) the 2012 Credit Facility was fully disbursed to the Borrower pursuant to the 2012 Credit Agreement, and (ii) as of the Restatement Date, the principal amount of the 2012 Loans outstanding is CDN$11,158,643.

2.1.2 The Lender agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower the 2013 Credit Facility. The parties hereto acknowledge that (i) the 2013 Credit Facility was fully disbursed to the Borrower pursuant to the 2013 Credit Agreement, and (ii) as of the Restatement Date, the principal amount of the 2013 Loans outstanding is CDN$5,114,014.

2.1.3 The Lender agrees, upon the terms and subject to the conditions of this Agreement, to lend to the Borrower the 2015 Credit Facility. The parties hereto acknowledge that (i) the 2015 Credit Facility was fully disbursed to the Borrower pursuant to the 2015 Credit Agreement, and (ii) as of the Restatement Date, the principal amount of the 2015 Loans outstanding is CDN$8,204,471.

2.1.4 All Advances under the Credit Facilities have been used by the Borrower exclusively for the purposes set forth in the Existing Credit Agreements.

2.2 Non-Revolving Nature

2.2.1 Any repayment of the Loans may not be reborrowed and shall automatically and permanently reduce the applicable Credit Facility by an amount equal to such repayment;

2.2.2 Where under any of the terms hereof, any Credit Facility is cancelled, reduced or terminated, same may not subsequently be increased, any such cancellation, reduction or termination thereof being permanent.

2.3 Availability

The Credit Facilities are available during the Term Period, the parties hereto acknowledging that the Credit Facilities were fully disbursed as set forth in Section 2.1 and no further Advances shall be permitted hereunder.

2.4 Mandatory Repayment of Loans

2.4.1 The Borrower shall repay in full the Loans to the Lender on the last day of the Term Period together with all unpaid interest accrued and other amounts owing

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 5

and unpaid under or pursuant to this Agreement and the other Loan Documents in respect of or in connection with the Credit Facilities and the Loans.

2.4.2 Concurrently with the Borrower raising Net Cash Proceeds after the Restatement Date of at least CDN$45,000,000 by way of issue of Capital Stock and/or pursuant to debt instruments, as the case may be, the Borrower shall repay the Loans to the Lender with all unpaid interest accrued and other amounts owing and unpaid under and pursuant to this Agreement and the other Loan Documents in respect of or in connection with the Credit Facilities and the Loans, but only by an amount equal to the Net Cash Proceeds of such issuance and/or additional Indebtedness.

2.4.3 Upon a Change of Control, the Borrower shall repay the Loans to the Lender with all unpaid interest accrued and other amounts owing and unpaid under and pursuant to this Agreement and the other Loan Documents in respect of or in connection with the Credit Facilities and the Loans.

2.5 Voluntary Repayment of Loans

At any time during the Term Period, the Borrower may voluntarily repay the whole or any part of the Loans, without penalty or premium, by issuing a Repayment Notice to the Lender. Any Repayment Notice shall be delivered to the Lender at least three (3) Business Days prior to the effective date of the relevant voluntary repayment. The Repayment Notice shall specify the date and the amount of prepayment. Once delivered, a Repayment Notice may not be revoked or withdrawn by the Borrower and the amount specified in such notice shall be due and payable on the date specified therein, together with accrued interest on such date and other amounts owing and unpaid under or pursuant to this Agreement and the other Loan Documents in respect of or in connection with the Credit Facilities and the Loans. Any such repayment shall be for a minimum amount of CDN$500,000 and in multiples of CDN$100,000 (or the entire principal amount thereof then outstanding).

ARTICLE 3

ADVANCES

3.1 Interest on Loans commencing on the Restatement Date

The Borrower shall pay the Lender interest on the Loans at a rate equal to 8% per annum commencing on the Restatement Date.

3.2 Interest on Loans and Payment of Accrued Interest as at the Restatement Date

3.2.1 Subject to Section 3.2.2 regarding the payment of the accrued interest for the period from April 1, 2025 to the Restatement Date in the Interest Shares, the terms and provisions of the Existing Credit Agreements shall apply to the

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 6

interest on the Loans payable by the Borrower for the period prior to the Restatement Date.

3.2.2 Notwithstanding any provision in the Existing Credit Agreements to the contrary, the Borrower shall pay to the Lender the accrued interest on the principal amount of the Loans owing under each Existing Credit Agreement for the period from April 1, 2025 to the Restatement Date in common shares of the Borrower ("Common Shares") at a price per share equal to the closing market price of the Common Shares on the Exchange on the date immediately prior to March 12, 2026 (the "Letter Agreement Date") in respect of the accrued interest during the period from April 1, 2025 to the Letter Agreement Date, being $0.26 per share, and at a price per share equal to the closing market price of the Common Shares on the Exchange on the date immediately prior to the Restatement Date in respect of the accrued interest during the period from the Letter Agreement Date to the Restatement Date. The Lender recognizes and acknowledges that the Common Shares to be issued by the Borrower in payment of the accrued interest under this Section 3.2.2 (collectively, the "Interest Shares") shall be subject to a regulatory hold period of four months and one day under Securities Laws. The Borrower shall issue the Interest Shares to the Lender on the Restatement Date.

3.3 Computation of Interest

3.3.1 As of the Restatement Date, interest in respect of the Loans shall be computed on the basis of a 365 day year for the actual number of days elapsed;

3.3.2 Interest payable on such Loans is calculated upon the daily outstanding balance of the Loans from and including the date it is advanced until, but excluding, the date it is repaid in full.

3.4 Annual Equivalents

As of the Restatement Date, for the purposes of the Interest Act (Canada), the annual rates of interest to which are equivalent the rates determined in accordance with the provisions of Section 3.1 are the following rate: (the quoted rate) x (number of days in the year) ÷ 365 = % per annum.

3.5 Capitalization of Interest

During the Capitalization Period, 100% of the interest due on the Loans shall be capitalized annually, in arrears, on the last day of March of each calendar year and on the last date of the Term Period. The Lender shall provide to the Borrower, on demand during the Capitalization Period, the amount of interest capitalized, together with the then-outstanding principal amount hereunder.

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 7

3.6 Payment of Interest

3.6.1 As of the Restatement Date, except as during the Capitalization Period, accrued interest on the Loans is payable in arrears on the last day of the Term Period. For greater certainty, accrued interest on the Loans during the Capitalization Period is payable on the last day of the Term Period.

3.6.2 In the event of any prepayment (voluntary or mandatory) pursuant to this Agreement, accrued interest on the Loans prepaid shall be payable on the date of such prepayment.

3.6.3 Overdue interest bears interest at an annual rate applicable for each day during which such interest is outstanding equal to the rate applicable to the principal amount for each day of the period during which such interest remains unpaid, calculated daily, capitalized monthly and payable upon the demand of the Lender.

3.6.4 Interest is payable in cash.

ARTICLE 4

ISSUANCE OF COMMON SHARES AND WARRANTS

4.1 Issuance of Common Shares

4.1.1 On the Restatement Date, the Borrower shall issue to the Lender 10,000,000 Common Shares (the "2026 Shares"). In addition to the regulatory hold period of four months and one day under Securities Laws, the following voluntary hold periods shall apply to the 2026 Shares: (i) 5,000,000 shares forming part of the 2026 Shares shall be subject to a voluntary hold period of six (6) months from the Restatement Date, and (ii) 5,000,000 shares forming part of the 2026 Shares shall be subject to a voluntary hold period of nine (9) months from the Restatement Date (collectively, the "Voluntary Hold Period"). The certificate representing the 2026 Shares shall contain language evidencing this Voluntary Hold Period.

4.1.2 Notwithstanding the provisions of subsection 4.1.1, in the event the Borrower completes an equity financing following the Restatement Date, the Voluntary Hold Period shall be reduced to the lesser of (a) the period of time remaining under the Voluntary Hold Period and (b) the regulatory hold period, if any, applicable to the securities issued by the Borrower under such equity financing. Furthermore, the Voluntary Hold Period shall automatically terminate in the event of a Business Combination Transaction).

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 8

4.2 Warrants

4.2.1 On the Restatement Date, the Borrower shall issue to the Lender 25,000,000 non-transferable warrants (the "2026 Warrants"). The 2026 Warrants shall entitle the Lender to acquire the same number of Common Shares at a price equal to $0.28 per share until 5:00 p.m. (Eastern time) on September 30, 2027 subject to Securities Laws in the event of a total or partial voluntary repayment of the Loans by the Borrower within the first year following the Restatement Date.

4.2.2 The certificate representing the 2026 Warrants shall contain "warrant blocker" language pursuant to which the Lender shall not be entitled to exercise such aggregate number of 2026 Warrants which would result in the Lender holding following such exercise, on a partially diluted basis, more than 19.9% of the issued and outstanding Common Shares. The Lender shall nevertheless be entitled to exercise the 2026 Warrants without the limitations of the "warrant blocker" applying in the event of a Business Combination Transaction.

4.2.3 In the event of a transaction of the Borrower resulting in the creation of a new Control Person (as defined in the policies of the Exchange) and requiring the Borrower to obtain disinterested shareholder approval in connection with such transaction, the Borrower shall also request the approval of its disinterested shareholders in order to remove the "warrant blocker" restrictions from the 2026 Warrants, thereby entitling the Lender to become a Control Person of the Borrower.

4.2.4 The exercise of the 2026 Warrants by the Lender shall remain subject to the policies of the Exchange.

ARTICLE 5

MANNER OF PAYMENTS

5.1 Currency of Payments

All payments or repayments, as the case may be of principal under the Loans or any part thereof or of interest shall be made in Canadian Dollars only.

5.2 Payment on Any Business Day by 3:00 P.M. (Montréal time)

Whenever any payment or repayment falls due on a day which is not a Business Day, such payment or repayment shall be made on the next following Business Day. Furthermore, any amount received after 3:00 P.M. (Montréal time) on any Business Day shall be applied to the appropriate payment or repayment which was required to be made on such Business Day, on the next following Business Day. Until so applied, interest shall continue to accrue as provided in this Agreement on the amount of such payment or repayment.

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 9

ARTICLE 6

GUARANTEE

6.1 Object of Guarantee.

The Guarantor, solidarily and jointly and severally, hereby irrevocably, absolutely and unconditionally guarantees to the Lender, the due and punctual payment, observance and performance of all of the Obligations when and as due (whether at maturity, by reason of acceleration or otherwise) and in accordance with their respective terms, and the Guarantor expressly agrees so to pay, observe or perform the same when so due or deemed to be due, upon demand therefor by the Lender which shall only be presented to the Guarantor following an Event of Default which is continuing.

6.2 Nature of the Guarantors' Obligations.

The Guarantor's obligations hereunder are solidary, joint and several, absolute and unconditional, present and continuing, unlimited, general and irrevocable and constitute a guarantee of payment and performance and not merely a guarantee of collection. The obligations of the Guarantor hereunder are independent of the Obligations, and a separate action may be brought or prosecuted against the Guarantor to enforce the Guarantee created hereunder.

6.3 Certain Waivers.

The Guarantor hereby waives:

6.3.1 any benefit of discussion or division including, without limitation, any requirement, and any right to require, that any power be exercised or any action be taken against the Borrower, any other guarantor or any collateral for any of the Obligations;
6.3.2 any and all defences to and set-offs, counterclaims and claims of recoupment against any and all of the Obligations that may at any time be available to the Borrower or any other guarantor;
6.3.3 any notice of acceptance of the incurrence or renewal of any Obligations;
6.3.4 all notices which may be required by Applicable Law to preserve any rights against such Guarantor hereunder including, but not limited to, any notice of default, demand, dishonour, presentment and protest;
6.3.5 any and all other defences related to the Obligations save and except for the receipt by the Lender the full, final and definitive amount of their claim against the Borrower and any other guarantor with respect to the Obligations.

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6.4 Additional Security.

The Guarantee created hereunder shall be in addition to and without prejudice to any other security by whomsoever given, held at any time by the Lender.

ARTICLE 7

HYPOTHECS

7.1 Hypothecs.

To secure the payment and performance of all of the Borrower's and Guarantor's obligations under the Credit Facilities, this Agreement and the other Loan Documents:

7.1.1 the Borrower granted in favour of the Lender first ranking Liens pursuant to the Existing Borrower Deeds of Hypothec;

7.1.2 the Borrower shall grant to the Lender a first ranking Lien (subject to the Borrower Existing Hypothecs) on (i) all of its immovable assets relating to the Project, present and future, corporeal and incorporeal, including, for greater certainty, the Project Mining Claims, and (ii) all of its movable assets present and future, corporeal and incorporeal, the whole pursuant to documents and agreements in form and substance satisfactory to the Lender, acting reasonably, and the stated amount of the hypothecs granted in furtherance of the foregoing shall be CDN$32,000,000, plus an additional amount of CDN$6,400,000, all with interest at the rate of 25% per annum;

7.1.3 the Guarantor granted in favour of the Lender first ranking Liens pursuant to the Original Guarantor Deed of Hypothec; and

7.1.4 the Guarantor shall grant to the Lender a first ranking Lien (subject to the Guarantor Existing Hypothec) on (i) all of its immovable assets, present and future, corporeal and incorporeal, and (ii) all of its movable assets present and future, corporeal and incorporeal, the whole pursuant to documents and agreements in form and substance satisfactory to the Lender, acting reasonably, and the stated amount of the hypothecs granted in furtherance of the foregoing shall be CDN$32,000,000, plus an additional amount of CDN$6,400,000, all with interest at the rate of 25% per annum.

7.2 Post-Closing Undertaking from the Lender

Upon the written request of the Borrower, no later than 13 months following the registration of the hypothecs set forth in subsections 7.1.2 and 7.1.4 at the land register and at the public register of real and immovable mining rights, and provided that no Default shall have occurred and be continuing under this Agreement and no default shall have occurred and be continuing under the Royalty Agreement, the Lender shall release and discharge the Existing Deeds of Hypothec and

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AMENDED AND RESTATED CREDIT AGREEMENT – PAGE 11

sign all applicable forms of release and deeds of mainlevée, the whole in form and substance acceptable to the Lender, acting reasonably, and at the expense of the Borrower.

ARTICLE 8

CONDITIONS PRECEDENT

8.1 Conditions Precedent to Effectiveness

This Agreement shall become effective upon the following conditions precedent being met to the satisfaction of the Lender or, as the case may be, waived by the Lender (the date on which such conditions precedent shall be met or waived, as the case may be, shall be referred to herein as the "Restatement Date"):

8.1.1 the Parties shall have received satisfactory evidence that the board of directors of the Borrower and the Guarantor have approved the transactions contemplated in this Agreement;

8.1.2 the Parties shall have received an executed copy of this Agreement;

8.1.3 the Lender shall have received satisfactory evidence that the Borrower and the Guarantor have received all necessary third-party acknowledgements and consents in connection with this Agreement and the other Loan Documents;

8.1.4 the Lender shall have received copies of certificates of insurance or other documentation satisfactory to the Lender evidencing the effectiveness of all insurance covering the Borrower and the Guarantor and required to be maintained by the Borrower and the Guarantor pursuant to Section 10.7;

8.1.5 the Lender shall have received satisfactory evidence that the Avis d’affectation in respect of the Existing Borrower Deeds of Hypothec has been registered at the land register;

8.1.6 the Lender shall have received satisfactory evidence that the Borrower filed at the land register a deed of total mainlevee with respect to the following hypothec affecting the property bearing civic numbers 175-180 Du Cap-À-L’Est Road, Municipality of Sainte-Rose-du-Nord, Province of Quebec, G0V 1T0 (the “Deed of mainlevee”): a hypothec in the original amount of $800,000.00, granted by REDACTED in favour of Arianne Phosphate Inc. under the terms of a Deed of Hypothec executed before REDACTED, Notary, on February 2, 2016, and registered at the Registry Office under number 22 107 773;

8.1.7 the Lender shall have received all customary title and Lien search reports with respect to the Borrower, the Guarantor, the Project and the other immovable property hypothecated pursuant to the Hypothecs;

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8.1.8 The Lender shall have received a legal opinion from Fasken Martineau DuMoulin LLP, counsel to the Borrower and the Guarantor, covering such matters relating to the Borrower and the Guarantor, this Agreement and the Royalty Agreement, as the Lender shall reasonably request, in form and content satisfactory to the Lender;

8.1.9 The Lender shall have received a certificate of an officer of each of the Borrower and the Guarantor certifying (i) the name, title and true signature of each officer of such Person authorized to execute this Agreement, the Royalty Agreement and each other Loan Document to which it is a party or which it is to be delivered pursuant to Section 8.2, and (ii) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of each such Person, as amended to date, and a recent certificate of compliance or analogous certificate;

8.1.10 the parties shall have received an executed copy of the Royalty Agreement;

8.1.11 the Lender shall have received an executed copy of the documents evidencing the Interest Shares, the 2026 Warrants, the 2026 Shares and the issue thereof;

8.1.12 the Lender shall have received satisfactory evidence that the Borrower has received all required regulatory approval with respect to the issuance of the Interest Shares, the 2026 Warrants and the 2026 Shares;

8.1.13 the Lender shall have received a copy of the Lease 219603 00 000 dated April 1, 2017 – for industrial purposes, granted by the MRNF, as landlord, to the Borrower, as tenant, renewed at Registre du domaine de l'État on April 4, 2025 under number 1 842 454;

8.1.14 the Lender shall have received a copy of the Bail de droits exclusifs bearing number P02-582 dated March 3, 2009 entered into between the MRNF, as landlord, and Gestion Nigava (Pourvoirie du Lac-Paul), as tenant, as same has been assigned to the Guarantor pursuant to a document dated November 23, 2011 entered into between MRNF and the Guarantor, registered at the Registre du domaine de l'État under number 61 920;

8.1.15 no Default or Event of Default shall have occurred and be continuing;

8.1.16 the representations and warranties made by the Borrower and the Guarantor under this Agreement, are true and correct in all material respects as of the Restatement Date; and

8.1.17 no Material Adverse Effect shall have occurred and be continuing.

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8.2 Post-Closing Undertaking from the Borrower.

The Borrower shall perform and satisfy to the satisfaction of the Lender each of the following:

8.2.1 By no later than on April 10, 2026:

8.2.1.1 the Borrower shall deliver to the Lender an executed copy of the Hypothecs and other Loan Documents (other than those delivered pursuant to Section 8.1);

8.2.1.2 the Lender shall be satisfied that all Liens created under the Loan Documents have been registered (or satisfactory arrangements for the registration of the Hypothecs at the public register of real and immovable mining rights have been made) wheresoever required to render same opposable to third parties, free and clear of all Liens other than Permitted Liens, and the Borrower shall provide evidence thereof;

8.2.1.3 the Borrower shall deliver to the Lender a legal opinion from Fasken Martineau DuMoulin LLP, counsel to the Borrower and the Guarantor, covering such matters relating to the Borrower and the Guarantor, the Hypothecs and the other Loan Documents as the Lender shall reasonably request, in form and content satisfactory to the Lender;

8.2.1.4 the Borrower shall deliver to the Lender a certificate of an officer of each of the Borrower and the Guarantor certifying (i) the name, title and true signature of each officer of such Person authorized to execute the Loan Documents to which it is a party, and (ii) that attached thereto is a true and complete copy of the articles of incorporation and bylaws of each such Person, as amended to date, and a recent certificate of compliance or analogous certificate;

8.2.1.5 the Borrower shall deliver to the Lender any security required to be entered into pursuant to the Royalty Agreement (the “Royalty Security”);

8.2.1.6 the Lender shall be satisfied that the Royalty Security has been registered (or satisfactory arrangements for the registration of the Royalty Security at the public register of real and immovable mining rights have been made) wheresoever required to render same opposable to third parties, free and clear of all Liens other than Permitted Liens (as defined in the Royalty Agreement), and the Borrower shall provide evidence thereof; and

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8.2.1.7 the Lender shall have received rectified copies of certificates of insurance or other documentation satisfactory to the Lender evidencing the effectiveness of all insurance covering the Borrower and the Guarantor and required to be maintained by the Borrower and the Guarantor pursuant to Section 10.7.

8.2.2 By no later than 21 days following the Restatement Date, the Borrower shall deliver to the Lender an updated title and Lien search report in respect of the Project Mining Claims, updating the title and Lien search report provided pursuant to Section 8.1 for the Restatement Date and showing the registration of the Hypothecs, free and clear of all Liens, other than Permitted Liens, and no other adverse entries and otherwise in form and content satisfactory to the Lender.

8.2.3 By no later than 120 days following the Restatement Date, the Borrower shall deliver to the Lender satisfactory evidence that the Deed of mainlevee is registered at the land register.

8.2.4 The Borrower shall diligently pursue the correction by MRNF of the exclusive lease to mine surface mineral substances number 1836 (registered at the public register of real and immovable mining rights under number BEX 1836) (“BEX1836) and shall, as early as possible after the Restatement Date, (i) deliver evidence that BEX1836 (and the correction thereroof, as applicable) is registered at the land register, and (ii) the Hypothecs are registered on the land file opened for the BEX1836, free and clear of all Liens other than Permitted Liens. The Borrower shall provide periodic updates regarding the progress made in the satisfaction of this covenant, including upon the request of the Lender (or its counsel) or otherwise not less frequently than every two months from the Restatement Date.

Failure by the Borrower to satisfy any of the post-closing undertakings set forth in this Section 8.2 shall constitute an Event of Default (for greater certainty, without the benefit of the grace period set forth in Section 15.3).

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTOR

To induce the Lender to enter into this Agreement and to make the Credit Facilities available to the Borrower, the Borrower and the Guarantor represent and warrant to and in favour of the Lender as follows:

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9.1 Existence

Each of the Borrower and the Guarantor is a corporation duly and validly incorporated or formed, organized, existing and in good standing under the Laws of its jurisdiction of organization.

9.2 Authority and Enforceability

Each of the Borrower and the Guarantor has the legal capacity to (i) enter into this Agreement and the other Loan Documents, (ii) own and hold under lease its property, and (iii) conduct business substantially as presently conducted.

9.3 Due Authorization

Each of the Borrower and the Guarantor has taken all necessary action to authorize the execution and delivery of this Agreement and the other Loan Documents, the creation and performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated herein and therein. The Borrower and the Guarantor have duly executed and delivered this Agreement and the other Loan Documents.

9.4 Authorizations from Governmental Authorities and other Persons

Each of the Borrower and the Guarantor has obtained all Authorizations of or from all Governmental Authorities or other Persons which are necessary or required to authorize the execution and delivery of this Agreement, the other Loan Documents and to execute its obligations hereunder and thereunder.

9.5 Accuracy of Information

No information furnished by the Borrower or the Guarantor to the Lender in connection with any of the Loan Documents contains any material misstatement of fact or omits to state a material fact necessary to make the statements contained therein not misleading in light of the circumstances in which they were made and as of the date made. No undisclosed fact or liability is currently known to the Borrower or to the Guarantor which has or could be expected to have a Material Adverse Effect.

9.6 Validity of Loan Documents – Non-Conflict

None of the authorization, execution, delivery or performance of the Loan Documents by the Borrower or the Guarantor, nor the consummation of any of the transactions contemplated in the Loan Documents to which Borrower or the Guarantor is a party conflicts with, contravenes or gives rise to any default under the provisions of any indenture, instrument, agreement or undertaking to which the Borrower or the Guarantor, as the case may be, is a party or by which the Borrower or the Guarantor, as the case may be, or any of its Business Assets are or may become bound or any Applicable Law.

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9.7 Absence of Litigation

There is no existing, pending or, to the best of the Borrower's knowledge, threatened litigation against the Borrower which would reasonably be expected to have a Material Adverse Effect.

9.8 Intellectual Property

Each of the Borrower and the Guarantor owns, possesses, or is the beneficiary of licences on or otherwise has the right to own all patents, trademarks, service marks, trade names and copyrights, technology, know-how and processes, and all rights with respect to the foregoing that are necessary for the operation of its business as presently conducted and as currently proposed to be conducted without any known material conflict with the rights of others, except those the failure to own or possess (or be licensed or otherwise have the right to use) could not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. The consummation of the transactions contemplated by the Loan Documents will not alter or impair in any material respect any such rights. To the knowledge of the Borrower and of the Guarantor, none of the products of the Borrower or of the Guarantor infringes any patent, trademark, service mark, trade name, copyright, license or other right owned by any other Person in any manner that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; no litigation is pending or (to the Borrower's or the Guarantor's knowledge) threatened against the Borrower or the Guarantor or affecting the Borrower or the Guarantor, contesting its right to sell or use any product or material which litigation could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect. To the Borrower's and to the Guarantor's knowledge, there is no violation by any Person of any of its rights with respect to any patent, trademark, trade name or service mark and copyright owned by the Borrower or the Guarantor or used by Borrower or the Guarantor or used in connection with the assets of the Borrower or of the Guarantor in any manner that could, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect.

9.9 Ownership of Properties

Each of the Borrower and the Guarantor has good title to or leasehold interest in all material Business Assets that are necessary for the operations of its business as currently conducted, free and clear of all Liens, other than Permitted Liens.

9.10 Project Mining Claims and Immovable Property Subject to Security and Material Claims

All of the exclusive exploration rights (formerly called mining claims), other mining rights and all immovable property relating to the Project have been validly hypothecated and charged in favour of the Lender pursuant to the Hypothecs. The Borrower and the Guarantor hold no phosphate exclusive exploration rights (formerly called mining claims) or other mining rights of significant value or importance other than those that have been validly hypothecated and charged in favour of the Lender pursuant to the Hypothecs.

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9.11 Insurance

The Borrower and the Guarantor insures its Business Assets and civil liability insurance, in each case for such coverage as a prudent administrator would obtain or do in the case of similar property, assets and business.

9.12 No Material Adverse Effect

Since December 31, 2024, there has been no change and no event has occurred which could reasonably be expected to have a Material Adverse Effect.

9.13 Compliance with Laws

Each of the Borrower and the Guarantor is in material compliance with all Applicable Laws.

9.14 Use of Advances

The Advances shall be used exclusively for the purposes set out in Section 2.1.4.

9.15 No Default

No Default has occurred which has not been disclosed to the Lender and either remedied or expressly waived by the Lender in writing.

9.16 Taxes

Each of the Borrower and the Guarantor has paid and discharged all Taxes payable by it when due except with respect to any such Tax which is being contested in good faith by appropriate proceedings and which is not required, by Applicable Law, to be paid prior to such contestation and for which appropriate reserves have been provided in its books and as to which neither any Lien has attached nor any foreclosure, distraint, seizure, attachment, sale or similar proceedings shall have been commenced, and the charges, accruals and reserves on its books in respect of Taxes are adequate, in its judgment.

9.17 Advances, Loans and Other Indebtedness for Borrowed Money

The Borrower does not owe, and is not liable for, any advances, loans or other Indebtedness for borrowed money, other than (a) the Indebtedness pursuant to this Agreement and (b) the unsecured term loan in the principal amount of CDN$3,808,269, with interest at the rate of 9.5% per annum, maturing on October 10, 2027, made by a strategic investor to the Borrower pursuant to an unsecured convertible debenture dated October 10, 2024 (the "Unsecured Loan"). The Unsecured Loan has and shall have a maturity date that is not earlier than the last day of the Term Period, and no payment, whether in principal, interest or fees shall be payable under the Unsecured Loan prior to the last day of the Term Period.

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9.18 Repetition of Representations and Warranties

The representations and warranties made under this Agreement shall be deemed to be repeated by the Borrower and the Guarantor on each principal or interest payment date, by reference to the facts and circumstances then existing, it being understood that to the extent such representations and warranties relate to a specifically identified earlier date they shall be true and correct as of such earlier date.

ARTICLE 10

POSITIVE COVENANTS OF THE BORROWER AND THE GUARANTOR

So long as any Loan or any other amount payable hereunder is outstanding and unpaid, and unless the Lender shall otherwise consent in writing, the Borrower and the Guarantor hereby covenant that:

10.1 Payment of Principal, etc.

Each of the Borrower and the Guarantor will pay when due any amount owed to the Lender under this Agreement or any other Loan Document in principal, interest and fees.

10.2 Preservation of Existence, etc.

Each of the Borrower and the Guarantor will preserve and maintain its existence and preserve and maintain all Authorizations and registrations necessary or required in the normal conduct of its business and qualify and remain qualified and authorized to do business in each jurisdiction in which it carries on business or owns or leases material Business Assets.

10.3 Operations ran in the Normal Course of Business.

The Borrower will run its operations in the normal course of business.

10.4 Use of Advances

The Borrower shall use the Advances under the Credit Facilities exclusively for the purposes set out in subsection 2.1.4.

10.5 Authorizations

Each of the Borrower and the Guarantor will maintain, and take all actions necessary to maintain, in full force and effect the action taken by it to authorize the execution, delivery and performance in accordance with their respective terms of this Agreement, of the other Loan Documents and the consummation of the transactions contemplated herein and therein. The Borrower will obtain and maintain any Authorization of or from any Governmental Authority necessary or required under Applicable Law in order to carry on its business and to construct and operate the Project.

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10.6 Compliance with Applicable Law

Each of the Borrower and the Guarantor will comply with Applicable Law in all material respects.

10.7 Insurance

The Borrower and the Guarantor will insure and keep insured its property, assets and business, and will maintain business interruption and civil liability insurance, in each case for such coverage, as a prudent administrator would obtain or do in the case of similar property, assets and business and the Lender shall be named as loss payee and additional insured under each of the insurance policies of the Borrower and of the Guarantor.

10.8 Project Mining Claims and Immovable Property Subject to Security

Each of the Borrower and the Guarantor will take all actions necessary such that at all times all of the present and future exclusive exploration rights (formerly called mining claims), other mining rights and immovable property relating to the Project are validly hypothecated in favour of the Lender pursuant to the Hypothecs.

10.9 Maintenance of Properties

Each of the Borrower and the Guarantor will

10.9.1 maintain, preserve, protect and keep its properties in good repair, working order and condition (ordinary wear and tear excepted), and make necessary repairs, renewals and replacements so that the business carried on by it may be properly conducted in all material respects at all times, unless the Borrower or the Guarantor, as the case may be, determines in good faith that the continued maintenance of such property is no longer economically desirable, necessary or useful to the business of the Borrower or of the Guarantor, as the case may be, or the disposition of such property is otherwise permitted hereunder; and

10.9.2 not make or cause to be made any material change, to nor change nor cause to be changed the use or destination of its properties in any material respects¹.

10.10 Mining Claims and Surface Leases with MRNF

The Borrower and the Guarantor shall at all times maintain and keep in good standing under Applicable Laws the exclusive exploration rights (formerly called mining claims), the other mining rights and the surface leases entered into with MRNF, as landlord, and the Borrower or Guarantor, as lessees, subject to the Hypothecs and any other exclusive exploration rights (formerly called mining claims) and other mining rights material to the Borrower.

¹ Note to Fasken – limb removed to avoid any confusion, as no such changes are permitted elsewhere in the agreement.

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10.11 Payment of Taxes and Claims

Each of the Borrower and the Guarantor will pay and discharge all Taxes imposed upon it or upon its income, capital or profits or upon any properties belonging to it prior to the date on which penalties attach thereto, and all lawful claims for rents, labour, materials and supplies which, if unpaid, might become a Lien upon any of its properties; provided, however, that, no such Tax need be paid which is being contested in good faith by appropriate proceedings and for which appropriate reserves shall have been set aside on the appropriate books, but only so long as such Tax does not become a Lien, and no foreclosure, distraint, seizure, attachment, sale or similar proceedings shall have been commenced.

10.12 Payment of Legal and Other Fees and Disbursements

The Borrower covenants to pay upon demand all reasonable legal, notarial, consulting and professional fees and disbursements or any out of pocket costs and expenses incurred from time to time by the Lender or any one thereof, in connection with:

10.12.1 the negotiation, preparation and delivery of the Loan Documents, as well as any amendment to be made to any of the foregoing at any time and from time to time;
10.12.2 the collection of any moneys due under any Loan Document.

10.13 Transactions with Affiliates

Each of the Borrower and the Guarantor will cause all agreements or transactions to be entered into from time to time, as between the Borrower and any one or more of its Affiliates or Subsidiaries, to be negotiated and concluded on an arms length basis for fair market value on commercially reasonable market terms prevailing from time to time in the industry.

10.14 Board Representation

So long as any Loan or any other amount payable hereunder is outstanding and unpaid, upon written request from the Lender to do so, the Borrower will take the appropriate steps to designate a nominee of the Lender for appointment to the board of directors of the Borrower, subject to the approval of the Exchange and the requirements of the Business Corporations Act (Québec). Such nominee shall be appointed as a member of the Human Resources and Corporate Governance Committee of the board of directors of the Borrower.

ARTICLE 11

NEGATIVE COVENANTS OF THE BORROWER AND THE GUARANTOR

So long as any Loan or any other amount payable hereunder is outstanding and unpaid and unless the Lender shall otherwise consent in writing, the Borrower hereby covenants that:

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11.1 Liens

Neither the Borrower nor the Guarantor will create, incur, assume or suffer to exist any Lien upon or in respect of any of its present or future Business Assets other than Permitted Liens.

11.2 Amalgamations

Neither the Borrower nor the Guarantor will wind-up, liquidate or dissolve its affairs or enter into any transaction of amalgamation, merger or consolidation or convey, sell, alienate, lease or otherwise dispose of (or agree to do any of the foregoing, at any future time) all or substantially all of its Business Assets.

11.3 Investments

Neither the Borrower nor the Guarantor will make any Investment, other than in the normal course of its business and for short-term cash management only.

11.4 Guarantees

Neither the Borrower nor the Guarantor will create, assume or otherwise become or remain obligated in respect of, or permit to be outstanding any Guarantee, other than the Guarantee granted by the Guarantor hereunder and the Guarantee granted by the Guarantor under the Royalty Agreement.

11.5 Acquisitions

Neither the Borrower nor the Guarantor will make any Acquisition.

11.6 Distribution

The Borrower may not declare, set apart for payment or make any Distributions, unless at the time such Distributions are declared, set apart for payment or made, (i) no Default or Event of Default exists and is continuing and (ii) no Default or Event of Default shall result therefrom.

11.7 Change in Business

The Borrower will not materially change the nature of its business.

11.8 Sale of Assets

Neither the Borrower nor the Guarantor will sell, lease, alienate or otherwise dispose of any of its Business Assets or enter into or be party to any Sale and Leaseback Transaction, except for:

11.8.1 dispositions of inventory made in the ordinary course of the carrying on of its day to day business for cash or cash equivalent investments;

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11.8.2 dispositions of Business Assets not exceeding (i) CDN$100,000 per fiscal year and (ii) CDN$25,000 per transaction,

it being understood that such exceptions shall not apply to all present and future exclusive exploration rights (formerly called mining claims), other mining rights, the immovable property and the surface leases with MRNF of the Borrower and the Guarantor.

11.9 Leases

The Borrower shall not enter into any lease with any Person if, as a result, the aggregate principal amount of leases incurred by the Borrower during any fiscal year exceeds CDN$500,000 and any such lease shall be entered into in the Borrower's normal course of business.

11.10 Advances, Loans and Other Indebtedness for Borrowed Money

The Borrower shall not create, incur, assume or permit to exist any advances, loans or other Indebtedness for borrowed money, other than (a) the Indebtedness pursuant to this Agreement and (b) the Unsecured Loan, without the prior written consent of the Lender. The Borrower shall not (i) make any payments (whether in cash or otherwise) on the account of the Unsecured Loan, whether in principal, interest or fees, prior to or concurrently with the full repayment of all amounts due under the Loans, in principal, interest or fees, in both cases without the prior written consent of the Lender, or (ii) accelerate the time for any payment under the Unsecured Loan or shorten the maturity date of the Unsecured Loan.

ARTICLE 12

INFORMATION COVENANTS OF THE BORROWER

So long as any Loan or any other amount payable hereunder is outstanding and unpaid and unless the Lender shall otherwise consent in writing, the Borrower covenants and agrees that:

12.1 Updated budget and cash-flow Schedule

Within fourteen (14) days after the end of each calendar quarter, the Borrower shall furnish to the Lender an updated copy of its budget and cash-flow, in form and content satisfactory to the Lender.

12.2 Notice of Litigation and Other Matters

The Borrower shall furnish to the Lender prompt notice of the following events after the Borrower has become aware thereof and has made a reasonable determination with respect thereto:

12.2.1 the commencement of all litigations against the Borrower, or in any other way relating adversely to the Borrower or any of its Business Assets which, if adversely determined, singly or when aggregated with all other such litigations, could have a Material Adverse Effect;

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12.2.2 any event or events which, singly or in the aggregate, could reasonably be expected to have a Material Adverse Effect; and
12.2.3 any Default or Event of Default.

12.3 Other Information

So long as any Loan or any other amount payable hereunder is outstanding and unpaid and unless the Lender shall otherwise consent in writing, the Borrower hereby covenants and agrees that the Borrower shall furnish to the Lender from time to time all available data, certificates, reports, statements, documents or further information regarding its business, assets, liabilities, financial position, results of operations or business prospects reasonably requested by the Lender, acting reasonably, promptly after such request, it being understood that such information shall be used by the Lender exclusively in its role as Lender under the Credit Facilities.

ARTICLE 13

REPRESENTATIONS AND WARRANTIES OF THE LENDER

The Lender hereby represents and warrants to and in favour of the Borrower and the Guarantor as follows:

13.1 Existence

The Lender is a corporation duly and validly incorporated or formed, organized, existing and in good standing under the Laws of its jurisdiction of organization.

13.2 Authority and Enforceability

The Lender has the legal capacity to enter into this Agreement and the other Loan Documents and to conduct business substantially as presently conducted.

13.3 Due Authorization

The Lender has taken all necessary action to authorize the execution and delivery of this Agreement and the other Loan Documents, the creation and performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated herein and therein. The Lender has duly executed and delivered this Agreement and the other Loan Documents.

13.4 Arms-Length Transaction

The Lender is dealing at arm's length with the Borrower and this Agreement and the transactions contemplated herein have been negotiated and concluded on an arm's length basis between the Parties.

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13.5 Accredited Investor

The Lender is an "Accredited Investor" within the meaning of paragraph (m) of the definition of "accredited investor" of National Instrument 45-106 – Respecting Prospectus Exemptions (and in Québec, Regulation 45-106 – Respecting Prospectus Exemptions).

ARTICLE 14

REVIEW BY THIRD PARTY

14.1 Review of Reports

The Parties hereby acknowledge and agree that representatives of the Lender shall be allowed to review or have reviewed by a third party acceptable to the Parties any report prepared after the Restatement Date for the benefit of the Borrower in connection with the Project. The costs and expenses incurred by such third party shall be equally shared between the Lender and the Borrower.

ARTICLE 15

EVENTS OF DEFAULT

The occurrence of any one or more of the following events shall constitute an Event of Default (each such event being herein referred to as an "Event of Default"):

15.1 Non-Payment

The Borrower or the Guarantor fails to pay when due (i) any amount of principal owed by it and outstanding hereunder or (ii) any amount of interest, fees and accessories outstanding hereunder, and such Default referred to in clause (ii) shall not be remedied within five (5) Business Days following written notice of such Default by the Lender to the Borrower and the Guarantor.

15.2 Misrepresentation

Any representation or warranty made or deemed made by the Borrower or the Guarantor under this Agreement or under any other Loan Document, is found to have been, when made or deemed made, either incorrect or inaccurate in any material respect.

15.3 Covenants

The Borrower or the Guarantor fails to perform, observe or comply with any other term, covenant or agreement contained in this Agreement or in any other Loan Document, and such failure remains unremedied for thirty (30) days following written notice of such failure by the Lender.

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15.4 Insolvency

An Insolvency Event shall have occurred.

15.5 Material Adverse Effect

An event or series of events occurs that results in a Material Adverse Effect.

15.6 Unsatisfied Awards

Any one or more judgments are entered against the Borrower or the Guarantor which judgments are not vacated, discharged, stayed or bonded pending appeal within thirty (30) days of the entry thereof or shall not have been vacated or discharged prior to the expiration of any such stay and involve a liability (not paid or fully covered by insurance) the amount of which, singly or when aggregated with all such liabilities of the Borrower or of the Guarantor, as the case may be, exceeds CDN$1,000,000.

15.7 Loan Documents

The obligations of the Borrower or of the Guarantor under the Loan Documents, or any Lien granted pursuant to any Loan Document, cease to be valid or of full force or effect, or are terminated for any reason, or there occurs a loss of rank with respect to any Lien granted pursuant to any Loan Document, except that no Event of Default shall occur under this Section 15.7 where the Default can be remedied and the Borrower or the Guarantor, as the case may be, does so within ten (10) Business Days of becoming aware thereof.

15.8 Notice of Exercise of Hypothecary Rights

A notice of exercise of hypothecary rights is published against the Borrower, the Guarantor or any of their respective Business Assets and the Borrower or the Guarantor, as the case may be, fails to:

15.8.1 request the cancellation thereof within fifteen (15) days of its publication;
15.8.2 obtain (i) the cancellation thereof within fifteen (15) days of its publication or (ii) a stay order with respect to such notice of exercise of hypothecary rights within fifteen (15) days of its publication; and
15.8.3 in the event that the stay contemplated in subsection 15.8.2 is obtained, to obtain the final decision dismissing such notice of exercise of hypothecary rights.

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ARTICLE 16

REMEDIES

16.1 Termination and Acceleration

If an Event of Default shall have occurred and be continuing, the Lender may declare the Credit Facilities to be cancelled, terminated or reduced, or take any other action, commence any other suit, action or proceeding or exercise such other rights as may be permitted by Applicable Law (whether or not provided for under this Agreement) at such times and in such manner as the Lender may consider expedient, all without any additional notice, demand, presentment for payment, protest, noting of protest, dishonour, notice of dishonour or any other action being required. If an Event of Default occurs, the Credit Facilities shall immediately and automatically be cancelled and any Loans shall be accelerated and become immediately and automatically due and payable without any action on the part of the Lender being required.

16.2 Application of Payments

Notwithstanding the provisions of Article 1572 C.C.Q., as well as any other legal rule governing the application of payments, the Lender may apply the proceeds of realization and of any credit or compensating balances against such part of the Indebtedness of the Borrower and of the Guarantor under this Agreement as the Lender deems best.

16.3 Compensation and Set-Off

16.3.1 In addition to any rights now or hereafter granted under Applicable Law and not by way of limitation of any such rights, after the occurrence of an Event of Default, the Lender is hereby authorized by the Borrower and the Guarantor, at any time and from time to time, without notice to the Borrower, the Guarantor or to any other Person, any such notice being hereby expressly waived, to effect compensation, to set-off and to appropriate and to apply any and all deposits (general or special, time or demand, including Indebtedness evidenced by certificates of deposit, in each case whether matured or unmatured), and any other Indebtedness at any time held or owing by the Lender to or for the credit or the account of the Borrower or of the Guarantor against and on account of the obligations and liabilities of the Borrower or of the Guarantor to the Lender hereunder, although said obligations and liabilities, or any of them, shall be contingent or unmatured.

16.3.2 For the purposes of the application of this Section, the Parties agree that the benefit of any term applicable to any Lender's deposit, credit indebtedness, liability or obligation referred to in this Section shall be lost immediately before the time when the Lender shall exercise its rights under this Section in respect of such deposit, credit indebtedness, liability or obligation of the Lender.

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16.3.3 Furthermore, in the exercise of its rights under this Section, where any Indebtedness of the Lender to the Borrower or to the Guarantor is not outstanding in the same currency as the Indebtedness of the Borrower or of the Guarantor to the Lender, then the Lender may effect all currency conversions with respect to any such Indebtedness as it considers appropriate in accordance with its normal practices by using its own rate of exchange in effect on the Business Day preceding that on which it exercised its rights under this Section.

16.4 Notices

Save as otherwise expressly provided for herein, no notice or mise en demeure of any kind shall be required to be given to the Borrower or the Guarantor by the Lender for the purpose of putting the Borrower or the Guarantor in default, the Borrower and the Guarantor being in default by the mere lapse of time allowed for the performance of an obligation or by the mere occurrence of any event constituting an Event of Default.

ARTICLE 17

TAXES AND OTHER CHARGES

17.1 No Payment of Additional Amounts

To the best of the knowledge of the parties hereto, as of the date of this Agreement, neither the Borrower nor the Guarantor is required by Law to make any deduction or withholding in respect of any Taxes imposed on the Lender from any amount payable under this Agreement (the "Withholding Taxes"). However, if the Borrower or the Guarantor were to be assessed by a Governmental Authority for any amount paid to the Lender under this Agreement which, in the opinion of such Governmental Authority, should have been remitted as Withholding Taxes (the "Withholding Amount"), then the Borrower shall promptly notify the Lender which shall have the right (but not the obligation) to contest on behalf of the Borrower such assessment by the Governmental Authority so long as the Lender bears all fees and costs relating to such contestation other than legal fees which shall be shared equally between the Lender and the Borrower, provided, that the contribution of the Borrower to legal fees shall be capped at CDN$25,000 and any amounts above such threshold shall be paid for and be the sole responsibility of the Lender. If after a final and non-appealable judgment the assessment of the Governmental Authority is maintained, then the Borrower or the Guarantor shall pay such Withholding Amount to the Governmental Authority and the Lender shall indemnify the Borrower or Guarantor, as the case may be, by reimbursing at the request of the Borrower on a dollar-for-dollar basis any Withholding Amount so paid to the Governmental Authority, including penalties, interests and fees paid by the Borrower to the Governmental Authority in relation to such Withholding Taxes.

In addition to the foregoing, if the Borrower or the Guarantor, as the case may be, after the date hereof, becomes aware of circumstances giving rise to Withholding Taxes (including pursuant to a change in Law), then the Borrower or the Guarantor, as the case may be, shall inform the Lender in writing of the reasons giving rise to such Withholding Taxes and remit to the relevant Governmental Authority such Withholding Taxes and such Withholding Taxes shall be deemed to

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have been paid to the Lender for the purposes of this Agreement with no obligation to the Borrower or the Guarantor to gross-up any payment to the Lender under the terms of this Agreement.

ARTICLE 18

MISCELLANEOUS

18.1 Notices

Except as otherwise specified herein, all notices, requests, demands or other communications to or upon the respective parties hereto shall be deemed to have been duly given or made to the party to which such notice, request, demand or other communication is required or permitted to be given or made under this Agreement, when delivered to such party (by certified mail, postage prepaid, or by telecopier or hand delivery) at its address and attention set forth with its signature below or at such other address as any of the parties hereto may hereafter notify the others in writing. No other method of giving notice is hereby precluded. Notices and other communications to the Lender may be delivered by electronic communication (including email and internet or intranet websites) pursuant to procedures approved by the Lender.

18.2 No Waivers, Rights and Recourses Cumulative

No waiver of or with respect to any term or condition of this Agreement will be effective unless it is in writing and signed by the waiving Party, and then such waiver will be effective only in the specific instance and for the purpose of which given. The rights and remedies of the Parties under this Agreement shall be cumulative and not exclusive of any right or remedy which the Parties would otherwise have and no failure or delay by the Parties in exercising any right shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude its other or further exercise or the exercise of any other power or right.

18.3 Assignments by the Borrower or by the Guarantor

The rights of the Borrower and of the Guarantor hereunder are declared to be purely personal and may therefore not be assigned or transferred, nor can the Borrower nor the Guarantor assign or transfer any of its obligations, any such assignment being null and void insofar as the Lender is concerned and rendering any balance then outstanding of the Loans immediately due and payable at the option of the Lender and relieving the Lender from the obligation of making any or any further Advances hereunder.

18.4 Assignment by the Lender

The Lender may at any time assign all or any portion of the Loans and the Credit Facilities with the prior written consent of the Borrower and of the Guarantor provided, however, that the Borrower's and the Guarantor's consent shall not be required for any assignment made while a Default or Event of Default has occurred and is continuing.

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18.5 Counterparts

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute but one and the same instrument.

18.6 Severability

Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof in that jurisdiction or affecting the validity or enforceability of such provision in any other jurisdiction.

18.7 Replacement of Previous Agreements

This Agreement replaces and supersedes all verbal or oral agreements, understandings and undertakings between the Lender, the Borrower and the Guarantor relating to the Credit Facilities.

18.8 Obligation to Pay Absolute

The obligations of the Borrower and of the Guarantor to make payments on the Loans as and when due in accordance with this Agreement shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances without any right of compensation or set-off and notwithstanding any defence, right of action or claim of any nature whatsoever which the Borrower or the Guarantor may at any time have or have had against the Lender, whether in connection with this Agreement or otherwise.

18.9 Governing Law

This Agreement and the interpretation and enforcement thereof shall be governed by and in accordance with the Laws of the Province of Québec and the federal Laws of Canada applicable therein.

ARTICLE 19

LANGUAGE

19.1 English Language

The parties hereto have expressly required that the present Agreement and all documents and notices relating thereto be drafted in the English language. Each of the parties hereto acknowledges that each party was represented by legal counsel and has had the opportunity to negotiate the terms and conditions of the present Agreement with the assistance of its legal counsel. Les parties aux présentes ont expressément exigé que la présente convention et tous autres contrats, documents et avis qui y sont afférents soient rédigés en langue anglaise. Chacune des parties aux présentes reconnaît que chaque partie était représentée par ses conseillers juridiques et a eu l'opportunité

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de négocier les termes et conditions de la présente convention avec l'aide de ses conseillers juridiques.

[INTENTIONALLY LEFT BLANK]

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AMENDED AND RESTATED CREDIT AGREEMENT – SIGNATURE PAGE

IN WITNESS WHEREOF, the parties hereto have signed this Agreement on the date and in the place first herein above mentioned.

ARIANNE PHOSPHATE INC.,
AS BORROWER

Per: (s) Marco Gagnon
Address: REDACTED
Attention: REDACTED
Email: REDACTED

9252-5880 QUÉBEC INC.,
AS GUARANTOR

Per: (s) Raphael Gaudreault
Address: REDACTED
Attention: REDACTED
Email: REDACTED

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AMENDED AND RESTATED CREDIT AGREEMENT – SIGNATURE PAGE

MERCURY FINANCING CORP.,
AS LENDER

Per: (s) Paul Smith

Address: REDACTED

Attention: REDACTED

Email: REDACTED

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SCHEDULE "A"

DEFINITIONS

"2012 Credit Agreement" has the meaning ascribed thereto in the preamble;

"2012 Credit Facility" means the non-revolving credit facility in the original principal amount of CND$10,000,000 made available by the Lender to the Borrower pursuant to the 2012 Credit Agreement and continued pursuant to this Agreement;

"2012 Loans" means, at any time, the aggregate principal amount of all Advances under the 2012 Credit Facility outstanding at such time;

"2013 Credit Agreement" has the meaning ascribed thereto in the preamble;

"2013 Credit Facility" means the non-revolving credit facility in the original principal amount of CND$2,500,000 made available by the Lender to the Borrower pursuant to the 2013 Credit Agreement and continued pursuant to this Agreement;

"2013 Loans" means, at any time, the aggregate principal amount of all Advances under the 2013 Credit Facility outstanding at such time;

"2015 Credit Agreement" has the meaning ascribed thereto in the preamble;

"2015 Credit Facility" means the non-revolving credit facility in the original principal amount of CND$4,566,887 made available by the Lender to the Borrower pursuant to the 2015 Credit Agreement and continued pursuant to this Agreement;

"2015 Loans" means the aggregate principal amount of all Advances under the 2015 Credit Facility outstanding at such time;

"2026 Shares" has the meaning ascribed thereto in subsection 4.1.1;

"2026 Warrants" has the meaning ascribed thereto in subsection 4.2.1;

"Acquisition" with respect to any Person, means any transaction or series of transactions whereby such Person purchases, acquires or obtains:

the Control of another Person;
the whole or a substantial part of another Person's properties and assets; or
the whole or a substantial part of a business, line of business or division of another Person;

the whole either directly or through Subsidiaries;

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"Advance" means any amount of money or credit advanced to the Borrower pursuant to the Existing Credit Agreements by way of cash advance by the Lender;

"Affiliate" means any Person which, directly or indirectly, Controls, is Controlled by or is under direct or indirect common Control with, any other Person;

"Agreement" means this amended and restated credit agreement and all Schedules attached hereto;

"Applicable Law" means, with respect to any Person, any Law applicable to such Person or its properties or assets and any judgment or award binding on such Person or its properties or assets;

"Authorization" means any authorization, approval, consent, exemption, licence, permit, franchise or no-action letter from any Governmental Authority having jurisdiction with respect to any specified Person, property, transaction or event, or with respect to any of such Person's properties or assets;

"BEX1836" has the meaning ascribed thereto in subsection 8.2.3;

"Borrower" refers to Arianne Phosphate Inc. (formerly Arianne Resources Inc.) and includes any successor thereto;

"Business Assets" means the property and assets, tangible and intangible, corporeal and incorporeal, movable and immovable, of a specified Person;

"Business Combination Transaction" means a merger, amalgamation, acquisition, disposition, arrangement or other business combination transaction involving the Borrower;

"Business Day" means any day excluding Saturday, Sunday or any other day which in Montréal, Québec is a legal holiday or a day on which banks are authorized by law or by local proclamation to close, provided that with respect to any transaction requiring a transfer of funds in Canadian Dollars, then such day must also be a day on which banks are open for business in Toronto, Ontario;

"Canadian Dollars" or "CDN$" means the lawful currency of Canada;

"Capital Stock" means common shares, preferred shares or other equivalent equity interests (howsoever designated) of capital stock of a body corporate, equity preferred or common interests in a limited liability company, limited or general partnership interests in a partnership or any other equivalent such ownership interest;

"Capitalization Period" means the period commencing on the Restatement Date and terminating on September 30, 2027;

"Change of Control" means the acquisition or possession by any Person, directly or indirectly, whether through ownership, by contract or otherwise, of at least 30% of the issued and outstanding Capital Stock of the Borrower;

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"Common Shares" has the meaning ascribed thereto in Section 3.2;

"Control", "Controls" and "Controlled" has the meaning ascribed to it from time to time in the Canada Business Corporations Act (Canada), and "Controls" and "Controlled" shall have the correlative meanings;

"Credit Facilities" refers collectively to the 2012 Credit Facility, 2013 Credit Facility and the 2015 Credit Facility, and "Credit Facility" refers to any one thereof, as the context requires;

"Default" means any Event of Default or any default, breach, failure, event, state or condition which, unless remedied or waived, with the lapse of time or giving of notice, or both, would constitute an Event of Default;

"Distributions", with respect to any Person, means:

the payment or declaration of any dividend or the making of any distribution of any kind or character (whether in cash or property but expressly excluding any such distribution by way of the payment of dividends by the issuance of common stock) in respect of any class of the Capital Stock of such Person or to the holders of any class of its Capital Stock;
the payment of management fees, commissions, guarantee fees and other fees to any holder of its Capital Stock; and
the setting aside of any funds for any of the foregoing purposes;

"Event of Default" means any of the events described in Article 15;

"Exchange" means the TSX Venture Exchange;

"Existing Credit Agreements" has the meaning ascribed thereto in the preamble;

"Existing Borrower Deeds of Hypothec" means, collectively, the following deeds of hypothec granted by the Borrower in favour of the Lender:

the deed of hypothec dated August 21, 2012 by the Borrower (formerly known as Arianne Resources Inc.) before REDACTED, notary, in favour of the Lender in the aggregate amount of CDN$17,000,000, with interest thereon at the rate of 25% per annum, as supplemented by the supplemental deed of hypothec dated December 21, 2017 entered into before REDACTED, notary, by the Borrower in favour of the Lender in the aggregate amount of CDN$5,750,000;
the deed of hypothec dated July 29, 2013 by the Borrower before REDACTED, notary, in favour of the Lender in the aggregate amount of CDN$3,750,000, with interest thereon at the rate of 25% per annum, as supplemented by the supplemental deed of hypothec dated December 21, 2017 entered into before REDACTED, notary, by the Borrower in favour of the Lender in the aggregate amount of CDN$3,450,000; and

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AMENDED AND RESTATED CREDIT AGREEMENT – SCHEDULE "A" – PAGE 4

the deed of hypothec dated October 20, 2015 by the Borrower before REDACTED, notary, in favour of the Lender in the aggregate amount of CDN$12,000,000, with interest thereon at the rate of 25% per annum.

"Existing Deeds of Hypothec" means the Existing Borrower Deeds of Hypothec and the Existing Guarantor Deed of Hypothec;

"Existing Guarantor Deed of Hypothec" means the deed of hypothec dated September 5, 2012 by the Guarantor before Me Robert Alain, notary, in favour of the Lender in the aggregate amount of CDN$17,000,000, with interest at the rate of 25% per annum;

"Governmental Authority" means Canada, the Provinces thereof, any other sovereign country and any other regional, municipal, state, provincial, local or other subdivision of any jurisdiction, and any other governmental entity of any such jurisdiction and includes any agency, department, commission, office, régie, ministry, tribunal, central bank or other Person exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government;

"Guarantees" means, with respect to any Person (the "First Person"), any Indebtedness of another Person (the "Second Person") which such First Person has guaranteed or in respect of which such First Person is liable, contingently or otherwise, including, without limitation, liable by way of agreement to purchase property or services, to provide funds for payment, to supply funds to or otherwise invest in such Second Person, or to assure a creditor of such Second Person against loss, other than endorsements for collection or deposit in the ordinary course of business. Furthermore, "Guarantee" shall have correlative meanings;

"Guarantor" means 9252-5880 Québec Inc. and shall include its successors and assigns;

"Hypothecs" means the hypothecs referred to in Section 7.1;

"Indebtedness" of any Person means: (a) all obligations of such Person for borrowed money, including obligations for borrowed money evidenced by bonds, debentures, notes or similar instruments, (b) all obligations of such Person, contingent or otherwise, relative to the face amount of all letters of credit, whether or not drawn, and banker's acceptances issued for the account of such Person, (c) all capitalized lease liabilities and purchase money obligations of such Person, (d) net hedging obligations of such Person, (e) all obligations of such Person to pay the deferred purchase price of property or services to the extent such obligations bear interest (excluding trade accounts payable in the ordinary course of business), and (f) all contingent liabilities of such Person in respect of any of the foregoing;

"Initial Production Fee" has the meaning ascribed to such term in the Royalty Agreement.

"Insolvency Event" means the occurrence of any of the following events:

the Borrower or the Guarantor applies for, consents to, or acquiesces in the appointment of a receiver, receiver and manager, statutory manager, trustee or similar official for all or substantially all of its assets; or

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AMENDED AND RESTATED CREDIT AGREEMENT – SCHEDULE "A" – PAGE 5

the Borrower or the Guarantor is declared to be insolvent in a final judgment or admits in writing that it is unable to pay its debts generally when they fall due; or
the Borrower or the Guarantor takes any steps to obtain or is granted protection from its creditors, under any Applicable Law; or
(a) the commencement of an involuntary proceeding against the Borrower or the Guarantor (i) seeking bankruptcy, liquidation, reorganization, dissolution, winding up, a composition or arrangement with creditors, a readjustment of debts, or other relief with respect to it or its debts under any bankruptcy laws or other customary insolvency actions or (ii) seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its assets, the issuance of a writ of attachment, execution, or similar process, or like relief, and such involuntary proceeding shall remain undismissed and unstayed for a period of 30 days, (b) an order for relief is entered against the Borrower or the Guarantor under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or any other present or future federal bankruptcy or insolvency Laws of Canada, (c) filing by the Borrower or the Guarantor of an answer admitting the material allegations of a petition filed against it in any involuntary proceeding commenced against it, or (d) consent by the Borrower or the Guarantor to any relief referred to in this paragraph or to the appointment of or taking possession by any such official in any involuntary proceeding commenced against it; or
anything analogous or having a substantially similar effect to any of the events specified above happens under the Law of any applicable jurisdiction, including, without limitation, the Borrower or the Guarantor taking steps towards filing any plan of arrangement proceeding seeking to restructure its Indebtedness;

"Interest Shares" has the meaning ascribed thereto in Section 3.2;

"Investment" means any loan, advance (other than commission, travel and similar advances to officers and employees made in the ordinary course of business), extension of credit (other than accounts receivable arising in the ordinary course of business) or contribution of capital to any other Person or any acquisition of Capital Stock, deposit accounts, certificates of deposit, mutual funds, bonds, notes, debentures or other securities of any other Person or any structured notes;

"Law" means any international treaty or any federal, provincial, territorial, state, municipal, county or local statute, law, ordinance, code, rule, regulation or order (including any consent, decree or administrative order) or any directive, guideline or policy of any Governmental Authority;

"Lender" means Mercury Financing Corp. and shall include its successors and assigns;

"Letter Agreement Date" has the meaning ascribed thereto in Section 3.2;

"Lien" means any interest in property securing an obligation owed to, or a claim by, a Person other than the owner (which for the purposes hereof shall include a possessor under a title retention agreement and a lessee under a capital lease) including by way of mortgage, pledge, charge, lien,

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AMENDED AND RESTATED CREDIT AGREEMENT – SCHEDULE "A" – PAGE 6

assignment by way of security, hypothecation, security interest, conditional sale agreement, deposit arrangement, deemed trust, title retention, capital lease, factoring or securitization arrangement;

"Litigation" means any grievance, litigation, legal action, lawsuit or other proceeding (whether civil, administrative, quasi-criminal or criminal) before any Governmental Authority or arbitrator;

"Loans" means, as at any time, the aggregate of the 2012 Loan, 2013 Loan and the 2015 Loan, together with any other amount in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories, in each case, due and payable to such Lender by the Borrower and "Loan" refers to any one thereof, as the context requires;

"Loan Documents" refers, collectively, to this Agreement, the Hypothecs and each document, instrument or agreement entered into by or between the Borrower or the Guarantor and the Lender in connection with the transactions contemplated herein or therein or which is supplemental or ancillary hereto or thereto, and "Loan Document" refers to any one thereof. For greater certainty, the Royalty Agreement and all documents executed in connection therewith shall not be considered Loan Documents, except for the purposes of the Existing Deeds of Hypothec and to the extent the Royalty Agreement and such other documents apply or govern the Initial Production Fee and the obligations or liabilities relating thereto;

"Material Adverse Effect" means a material adverse effect upon (i) the business, financial condition, operations or properties of the Borrower, taken as a whole on an unconsolidated basis, (ii) the rights and remedies of the Lender under this Agreement or the other Loan Documents, (iii) the ability of the Borrower to perform its obligations under this Agreement or to implement the Project, (iv) the rights and remedies of the Lender under the Royalty Agreement and the documents ancillary thereto, or (v) the ability of the Borrower to perform its obligations under the Royalty Agreement;

"MRNF" means le ministre des Ressources naturelles et des Forêts (or its predecessor);

"Net Cash Proceeds" means with respect to any issue of Capital Stock by a Person or any incurrence of additional Indebtedness of such Person by way of debt instruments, the aggregate cash consideration received from time to time (whether as initial consideration or through payment or disposition of deferred consideration) by or on behalf of such Person in connection with such issuance or incurrence, as the case may be, after deducting therefrom only (without duplication) reasonable and customary brokerage commissions, underwriting fees and discounts, legal, accounting and other professional fees and expenses, closing costs, finder's fees, expenses and other similar fees and commissions;

"Obligations" means all present and future obligations of the Borrower under this Agreement and any other Loan Document including, without limitation, the obligation of the Borrower to repay the Loans in principal, interest, fees and accessories and interest on arrears of interest, fees and accessories upon the terms and conditions provided for hereunder and under the other Loan Documents;

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AMENDED AND RESTATED CREDIT AGREEMENT – SCHEDULE "A" – PAGE 7

"Original Closing Date" means August 21, 2012;

"Parties" refers collectively to the Borrower, the Guarantor and the Lender;

"Permitted Liens" means any Liens in respect of the Business Assets of the Borrower or of the Guarantor constituted by the following:

inchoate or statutory liens for taxes not at the time overdue;
inchoate or statutory liens for overdue taxes or utilities, the validity of which is being contested in good faith but only for so long as such contestation effectively postpones enforcement of any such liens or taxes;
security given to a public utility or any Governmental Authority when required in the ordinary course of business;
any reservations or exceptions contained in the original grants of land and the terms of any claim, concession or lease in respect of any real property of the Borrower or of the Guarantor;
minor discrepancies in the legal description of the mining properties of the Borrower or of the Guarantor, or any adjoining real property which would be disclosed in an up-to-date survey and any registered easements and registered restrictions or covenants that run with the land which do not materially detract from the value of, or materially impair the use of, or affect the right to transfer, such mining properties;
rights of way for or reservations or rights of others for, sewers, water lines, gas lines, electric lines, telegraph and telephone lines, and other similar utilities, or zoning by-laws, ordinances or other restrictions as to the use of real property, which do not in the aggregate materially detract from the value of or affect the right to transfer the mining properties of the Borrower or impair their use;
the following royalties which exist on the Project:

(i) 1.5% net smelter returns royalty in favour of the Fonds Minier du Saguenay-Lac-St-Jean ("FMSLSL") on 12 mining claims forming part of the Project, which can be purchased at any time by the Borrower for CDN$1,500,000;
(ii) 0.5% net smelter returns royalty in favour of the FMSLSL, on an area of interest covering 2 kilometers around the 12 mining claims mentioned in (i) above, which can be purchased at any time by the Borrower for CDN$500,000; and
(iii) 0.75% net smelter returns royalty in favour of Mr. James L. Dierzen on 4 mining claims forming part of the Project, which can be purchased at any time by the Borrower for CDN$500,000;

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AMENDED AND RESTATED CREDIT AGREEMENT – SCHEDULE "A" – PAGE 8

(iv) a production fee totalling CDN$2.00 per metric ton of phosphate concentrate sales for the life of the Project granted to the Lender by the Borrower under the Existing Credit Agreements, as more fully described in the Royalty Agreement;

(v) additional production fees granted to the Lender by the Borrower under the Royalty Agreement.

the Existing Borrower Deeds of Hypothec; and
the Existing Guarantor Deed of Hypothec.

"Person" means any individual, corporation, company, limited liability company, estate, limited or general partnership, trust, joint venture, other legal entity, unincorporated association or Governmental Authority;

"Project" means Lac-à-Paul phosphate project of the Borrower located approximately 250 km north of the Saguenay-Lac St-Jean area, province of Québec, and known as the Lac-à-Paul property;

"Project Mining Claims" means BEX1836 and the 552 exclusive exploration rights (formerly known as mining claims) relating to the Project, including the 552 exclusive exploration rights to the Lac-à-Paul property, together with any and all exclusive exploration rights, mining leases, leases to mine surface mineral substances and any other mining rights, title or interest, derived or resulting from the renewal, conversion, amalgamation, substitution or any other transformation of any such exclusive exploration rights, mining leases, leases to mine surface mineral substances or other mining rights, title or interest;

"Repayment Notice" means a notice, substantially in the form of the one attached hereto as Schedule "B";

"Restatement Date" has the meaning ascribed thereto in Section 8.1;

"Royalty Agreement" means the royalty agreement entered into among the Borrower, the Lender and the Guarantor on March 31, 2026;

"Sale and Leaseback Transaction" with respect to any Person, means any transaction or series of transactions whereby such Person sells, transfers or otherwise disposes of any of its properties and assets to another Person and within one (1) year of such sale, transfer or other disposition such Person leases or rents, as lessee, the same property under a lease, the term of which (including the initial term and any period for which the lease may be renewed or extended) exceeds two (2) years;

"Securities Laws" means all applicable securities laws in each of the Provinces of Alberta, British Columbia and Québec, and the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, notices, orders, blanket rulings and other regulatory instruments of the securities regulatory authorities in such provinces and all rules and policies of the Exchange;

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AMENDED AND RESTATED CREDIT AGREEMENT – SCHEDULE "A" – PAGE 9

"Securities Regulators" means, collectively, the securities regulators or other securities regulatory authorities in the Provinces of British Columbia, Alberta and Québec;

"Subsidiary" of any Person means any Person (i) which is Controlled, directly or indirectly by such first Person or (ii) a majority of whose voting Capital Stock, on a fully diluted basis, is owned directly or indirectly, beneficially or otherwise, by such first Person. A Person shall be deemed to be a Subsidiary of another Person if it is a Subsidiary of a Person that is that other's Subsidiary;

"Taxes" means all taxes of any kind or nature whatsoever including federal large corporation taxes, provincial capital taxes, realty taxes (including utility charges which are collectible like realty taxes), business taxes, property transfer taxes, income taxes, sales taxes, levies, stamp taxes, royalties, duties, and all fees, deductions, compulsory loans and withholdings imposed, levied, collected, withheld or assessed as of the Original Closing Date or at any time in the future, by any Governmental Authority having power to tax, together with penalties, fines, additions to tax and interest thereon, and "Tax" shall have a correlative meaning;

"Term Period" means the period commencing on the Restatement Date and terminating on the earlier of:

September 30, 2027; and
the date that the Credit Facilities are terminated and cancelled in their entirety as herein contemplated;

"Unsecured Loan" has the meaning ascribed thereto in Section 9.17; and

"Voluntary Hold Period" has the meaning ascribed thereto in subsection 4.1.1; and

"Warrants" has the meaning ascribed thereto in Section 4.1.

291770.00023/320603020.1

SCHEDULE "B"

REPAYMENT NOTICE

Date: ___

MERCURY FINANCING CORP.
AS LENDER
4-210 Governors Square
P.O. Box 32311
Grand Cayman
KY1-1209
Cayman Islands

Ladies and Gentlemen:

We refer you to the amended and restated credit agreement dated as of March 31, 2026 entered into between Arianne Phosphate Inc., as Borrower, 9252-5880 Québec Inc., as Guarantor, and Mercury Financing Corp., as Lender (as amended, supplemented, restated, replaced or otherwise modified from time to time, the "Credit Agreement").

Unless otherwise defined herein or unless there is something in the subject or the context inconsistent therewith, all capitalized terms and expressions used herein shall have the same meaning as that ascribed to them from time to time in the Credit Agreement.

Pursuant to the provisions of Section 2.5 of the Credit Agreement, we hereby notify you that on Note 1, we shall repay an amount of CDN$ Note 2 of the [2012 Loans/2013 Loans /2015 Loans].

Yours truly,

Note 3

Per: _________

Notes:

Specify the date of repayment.
The Borrower may voluntarily repay the whole or any part of the Loans, as the case may be, by issuing a Repayment Notice to the Lender. Any such repayment shall be for a minimum amount of CDN$500,000 and in multiples of CDN$100,000.
Any Repayment Notice shall be delivered to the Lender at the latest three (3) Business Days prior to the date of the relevant repayment. Once delivered, a Repayment Notice may not be revoked or withdrawn by the Borrower.

291770.00023/320603020.1

AI assistant

Arianne Phosphate Inc. — Capital/Financing Update 2026

43184_rns_2026-04-10_8f25753a-998c-48b2-82c4-bd568effc3b9.pdf

AMENDED AND RESTATED CREDIT AGREEMENT

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 THE CREDIT FACILITIES

ARTICLE 3 ADVANCES

ARTICLE 4 ISSUANCE OF COMMON SHARES AND WARRANTS

ARTICLE 5 MANNER OF PAYMENTS

ARTICLE 6 GUARANTEE

ARTICLE 7 HYPOTHECS

ARTICLE 8 CONDITIONS PRECEDENT

TABLE OF CONTENTS

ARTICLE 9 REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTOR ... 14

ARTICLE 10 POSITIVE COVENANTS OF THE BORROWER AND THE GUARANTOR ... 18

ARTICLE 11 NEGATIVE COVENANTS OF THE BORROWER AND THE GUARANTOR ... 20

TABLE OF CONTENTS

ARTICLE 12 INFORMATION COVENANTS OF THE BORROWER ... 22

ARTICLE 13 REPRESENTATIONS AND WARRANTIES OF THE LENDER ... 23

ARTICLE 14 REVIEW BY THIRD PARTY ... 24

ARTICLE 15 EVENTS OF DEFAULT ... 24

ARTICLE 16 REMEDIES ... 26

ARTICLE 17 TAXES AND OTHER CHARGES ... 27

TABLE OF CONTENTS

ARTICLE 18 MISCELLANEOUS ... 28

ARTICLE 19 LANGUAGE ... 29

ARTICLE 1

INTERPRETATION

1.1 General Definitions

1.2 References to Agreements

1.3 Headings, etc.

1.4 Number and Gender

1.5 Amendment and Restatement of Existing Credit Agreements.

ARTICLE 2

THE CREDIT FACILITIES

2.1 Credit Facilities

2.2 Non-Revolving Nature

2.3 Availability

2.4 Mandatory Repayment of Loans

2.5 Voluntary Repayment of Loans

ARTICLE 3

ADVANCES

3.1 Interest on Loans commencing on the Restatement Date

3.2 Interest on Loans and Payment of Accrued Interest as at the Restatement Date

3.3 Computation of Interest

3.4 Annual Equivalents

3.5 Capitalization of Interest

3.6 Payment of Interest

ARTICLE 4

ISSUANCE OF COMMON SHARES AND WARRANTS

4.1 Issuance of Common Shares

4.2 Warrants

ARTICLE 5

MANNER OF PAYMENTS

5.1 Currency of Payments

5.2 Payment on Any Business Day by 3:00 P.M. (Montréal time)

ARTICLE 6

GUARANTEE

6.1 Object of Guarantee.

6.2 Nature of the Guarantors' Obligations.

6.3 Certain Waivers.

6.4 Additional Security.

ARTICLE 7

HYPOTHECS

7.1 Hypothecs.

7.2 Post-Closing Undertaking from the Lender

ARTICLE 8

CONDITIONS PRECEDENT

8.1 Conditions Precedent to Effectiveness

8.2 Post-Closing Undertaking from the Borrower.

ARTICLE 9

REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND THE GUARANTOR

9.1 Existence

9.2 Authority and Enforceability

9.3 Due Authorization

9.4 Authorizations from Governmental Authorities and other Persons

9.5 Accuracy of Information

9.6 Validity of Loan Documents – Non-Conflict

9.7 Absence of Litigation

Arianne Phosphate Inc. Capital/Financing Update 2026