AGENCY AGREEMENT

August 25, 2022

ATEX Resources Inc. 25 Adelaide Street East, Suite 1900 Toronto, ON M5C 3A1

Attention: Dr. Raymond Jannas, Chief Executive Officer and Director

Desjardins Securities Inc. ("Desjardins") and Paradigm Capital Inc., as co-lead agents (together with Desjardins, the "Lead Agents"), together with Cormark Securities Inc. and Canaccord Genuity Corp. (collectively, with the Lead Agents, the "Agents"), understand that ATEX Resources Inc. (the "Corporation") proposes to issue and sell up to 17,403,261 Units (as hereinafter defined) (the "Offered Units") at a price of $0.62 per Unit (the "Offering") for aggregate gross proceeds of up to $10,790,021, and further that the Corporation wishes to appoint the Agents as agents for the Offering on an exclusive basis asset forth in this Agreement, it being understood that Desjardins shall be the sole bookrunner with respect to the Offering.

Upon and subject to the terms and conditions set out below, the Corporation hereby appoints the Agents, and the Agents agree, to act as the Corporation's exclusive agents and to use their commercially reasonable efforts to solicit subscriptions for the Offered Units. For greater certainty, it is understood that the obligations of the Agents with respect to the sale of the Offered Units will be limited to their commercially reasonable efforts, with no undertaking, express or implied, nor commitment of the Agents to purchase or arrange for the purchase of any Offered Units. It is understood and agreed that the Corporation shall be entitled to include certain purchasers on a president's list (the "President's List"). The parties hereto acknowledge that the Agents and any Selling Firms (as hereinafter defined) shall not be required to conduct a suitability review in respect of the sale of any Offered Units issued to purchasers on the President's List.

In addition, the Corporation also grants the Agents the option to increase the size of the Offering by up to an additional 2,610,000 Units. Such option will be exercisable, in whole or in part, at the sole discretion of the Lead Agents, at any time up to 48 hours prior to the Closing (as defined below).

The Agents and the Corporation acknowledge that Schedules "A", "B", and "C" form part of this Agreement.

In consideration for their services hereunder, the Corporation agrees to pay and issue to the Agents the fees and other compensation set forth in this Agreement.

The following are the terms and conditions of this Agreement between the Corporation and the Agents:

ARTICLE 1- INTERPRETATION

1.1 In this Agreement,

"Agency Fee" means the fee payable to the Agents as specified in Section 7.1 of this Agreement;

"Agents" has the meaning given to it in the first paragraph of this Agreement;

"Agents' Counsel" means Wildeboer Dellelce LLP;

"Agreement" means this agreement, as it may be amended, modified or supplemented from time to time in accordance with its terms;

"Ancillary Documents" means the Transaction Documents and all other agreements, certificates and documents executed and delivered, or to be executed and delivered, by the Corporation in connection with the transactions contemplated by this Agreement;

"Applicable Securities Laws" means, collectively, and, as the context may require, (i) all applicable securities Laws of each of the Canadian Offering Jurisdictions, together with the published regulations, rules, rulings and orders made under those securities Laws and forms prescribed thereunder together with all the applicable published policy statements, blanket orders and rulings of multilateral or national instruments and similar instruments issued or adopted by the Securities Commissions; and (ii) the securities Laws of each other relevant jurisdiction together with applicable published policy statements of the Securities Commission of such other relevant jurisdictions;

"ATEX Valeriano" means ATEX Valeriano SpA, a share company incorporated under the laws of the Republic of Chile and a wholly-owned subsidiary of the Corporation;

"Broker Warrants" has the meaning given to it in Section 7.1 of this Agreement;

"Broker Warrant Certificates" mean the certificates representing the Broker Warrants;

"Business Day" means a day other than a Saturday, Sunday or statutory or banking holiday in the Province of Ontario or the Province of British Columbia;

"Canadian Offering Jurisdictions" means each of the provinces and territories of Canada;

"Closing" means the closing of the Offering;

"Closing Date" means on or about August 25, 2022, or such other date(s) as the Lead Agents and the Corporation may agree upon;

"Common Shares" means common shares in the capital of the Corporation, as currently constituted;

"Contract" means any written or oral agreement, indenture, contract, lease, sublease, deed of trust, licence, option, or other legally enforceable obligation of or in favour of the applicable person;

"Corporation" has the meaning given to it in the first paragraph of this Agreement;

"Corporation's Counsel" means Stikeman Elliott LLP;

"Corporation's Information Record" means: (i) any statement contained in any press release, material change report, financial statement, management's discussion and analysis, annual information form, annual or interim report, proxy circular or other document of the Corporation which has been filed on SEDAR, and (ii) any information which appears on the Corporation's website;

"Corporation Subsidiaries" means ATEX Chile SpA and ATEX Valeriano;

"Dealer Covered Person" and "Dealer Covered Persons" have the meaning given to them in Section 3.1(r) of this Agreement;

"Desjardins" has the meaning given to it in the first paragraph of this Agreement;

"Disqualification Event" has the meaning given to it in Section 3.1(r) of this Agreement;

"Employee Plans" has the meaning given to it in Section 3.2(ii) of this Agreement;

"Enforceability Qualifications" means that enforceability is subject to bankruptcy, insolvency and other similar Laws affecting creditors' rights generally and to general principles of equity;

"Engagement Letter" means the letter agreement dated August 2, 2022, as amended on August 3, 2022, between the Corporation and Desjardins, relating to the Offering;

"Environmental Laws" has the meaning given to it in Section 3.2(n) of this Agreement;

"Exchange" means the TSX Venture Exchange;

"Exchange Approval" means the conditional approval of the Exchange for the Offering;

"FCPA Legislation" means all applicable foreign corrupt practice Laws, including the Corruption of Foreign Public Officials Act (Canada) and the Corporate Criminal Liability Act (Chile);

"Financial Information" means (i) the audited consolidated financial statements of the Corporation as at and for the years ended September 30, 2021 and 2020, including the notes thereto, together with the report of the auditors thereon; (ii) the unaudited consolidated financial statements of the Corporation as at and for the three and six months ended March 31, 2022, including the notes thereto, and (iii) in the case of each of

(i) and (ii), the applicable accompanying management's discussion and analysis of financial condition and results of operations;

"Governmental Authority" means any (i) multinational, federal, provincial, state, municipal, local or other governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign; (ii) any subdivision or authority of any of the foregoing; (iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (including the Exchange); or (iv) any arbitrator exercising jurisdiction over the affairs of the applicable person, asset, obligation or other matter;

"Governmental Licenses" has the meaning given to it in Section 3.2(o) of this Agreement;

"Hazardous Materials" has the meaning given to it in Section 3.2(n) of this Agreement;

"IFRS" has the meaning given to it in Section 3.2(f) of this Agreement;

"including" means including without limitation and shall not be construed to limit any general statement which it follows to the specific or similar items or matters immediately following it;

"Indemnified Party" has the meaning given to it in Section 9.1 of this Agreement;

"Law" means any federal, provincial, territorial, state or municipal law, statute, ordinance, regulation, rule, by-law, judgment, decree, order or award of any Governmental Authority of competent jurisdiction;

"Lien" means any encumbrance or title defect of whatever kind or nature, regardless of form, whether or not registered or registrable and whether or not consensual or arising by Law (statutory or otherwise), including any mortgage, lien, charge, pledge or security interest, whether fixed or floating, or any assignment, lease, option, right of pre-emption, privilege, encumbrance, easement, hypothec, pledge, title retention agreement, reservation of title, servitude, right of way, restrictive covenant, right of use or any matter capable of registration against title or any other right or claim of any kind or nature whatever which affects ownership or possession of, or titleto, any interest in, or the right to use or occupy property or assets;

"Material Adverse Effect" means the effect resulting from any event or change which has a material adverse effect on the business, affairs, capital, operations or assets (including assets in which the Corporation has a direct or indirect economic interest) of the Corporation;

"material change" has the meaning ascribed to such term in NI 51-102;

"Material Contracts" has the meaning given to it in Section 3.2(p) of this Agreement;

"material fact" means a fact that significantly affects, or would reasonably be expected to have a significant effect on, the market price or value of the Common Shares;

"Mining Claims" has the meaning given to it in Section 3.2(oo) of this Agreement;

"misrepresentation" means a misrepresentation as defined under the Applicable Securities Laws or any of them or, where undefined under the Applicable Securities Laws of a jurisdiction, means (i) an untrue statement of a material fact, or (ii) an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made;

"Money Laundering Laws" has the meaning given to it in Section 3.2(uu) of this Agreement;

"NEO" has the meaning given to it in Form 51-102F6V Statement of Executive Compensation – Venture Issuers;

"NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects;

"NI 45-102" means National Instrument 45-102 Resale of Securities;

"NI 45-106" means National Instrument 45-106 Prospectus Exemptions;

"NI 51-102" means National Instrument 51-102 Continuous Disclosure Obligations;

"Offered Units" has the meaning given to it in the first paragraph of this Agreement;

"Offering" has the meaning given to it in the first paragraph of this Agreement;

"Offering Jurisdictions" means the Canadian Offering Jurisdictions, the United States and any other jurisdiction outside of Canada as may be designated by the Agents, and consented to by the Corporation, provided no prospectus filing, offering memorandum, registration statement requirement, continuous disclosure obligation or comparable obligations arise in such jurisdictions as a result of such offer or sale;

"Outstanding Convertible Securities" means all options (whether put or call options), including options granted or proposed to be granted to officers, directors, employees or consultants, share purchase or acquisition rights or warrants and other convertible securities outstanding, whether issued pursuant to an established plan or otherwise;

"person" means any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;

"President's List" has the meaning given to it in the second paragraph of this Agreement;

"Project Option Agreement" means the option agreement dated August 29, 2019 between Sociedad Contractual Minera Valleno and ATEX Valeriano, as amended;

"Project Option Grantor" means the party to the Project Option Agreement other than ATEX Valeriano, namely Sociedad Contractual Minera Valleno;

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

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

"Securities Commissions" means, collectively, the securities commissions or similar regulatory authorities in each of the Canadian Offering Jurisdictions and each other relevant jurisdiction and "Securities Commission" means a securities commission or other securities regulatory authority in any one Canadian Offering Jurisdiction or other relevant jurisdiction, as the context may require;

"SEDAR" means the System for Electronic Document Analysis and Retrieval of the Canadian Securities Administrators;

"Selling Firms" has the meaning given to it in Section 2.5 of this Agreement

"Subscribers" means purchasers of the Offered Units under the Offering;

"Subscription Agreements" means the subscription agreements to be entered into between the Subscribers and the Corporation in respect of the Offering on or prior to the Closing Date, including all schedules thereto, setting out the contractual relationship between the Corporation and the Subscribers in respect of the Units being purchased;

"subsidiary" has the meaning given to such term under NI 45-106;

"Survival Limitation Date" means the second anniversary of the Closing Date;

"Tax Act" means the Income Tax Act (Canada), as amended, re-enacted or replaced from time to time;

"Time of Closing" means 8:30 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as may be agreed to by the Corporation and the Lead Agents;

"Transaction Documents" means, collectively, the Subscription Agreements, the Warrant Agreement, the certificates evidencing the Warrants and the Broker Warrant Certificates;

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

"Units" means units of securities of the Corporation, each consisting of one Common Share and one half of one Warrant;

"Unit Securities" means, collectively, the Unit Shares and Warrants comprising the Offered Units;

"Unit Shares" means the Common Shares partially comprising the Unit Securities;

"U.S. Accredited Investor" means an "accredited investor" as defined in Rule 501(a) of Regulation D;

"U.S. Affiliates" means one or more of the U.S. registered broker-dealer affiliates of the Agents;

"U.S. Person" has the meaning given to such term in Rule 902(k) of Regulation S;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"Valeriano Project" means the Corporation's Valeriano copper gold project located in Region III in the northern portion of Chile's El Indio Belt, as more particularly described in the Corporation's Information Record, which is directly owned by ATEX Valeriano;

"Valeriano Technical Report" means the technical report with an effective date of November 13, 2020, and titled "NI 43-101 Technical Report Valeriano Project Inferred Resource Estimates, Atacama Region, Chile" by David Hopper, Chartered Geologist of the Geological Society of London;

"Valeriano Title Opinion" has the meaning given to it in Section 5.1(g) of this Agreement;

"Warrant Agreement" means the warrant indenture between the Corporation and Computershare Trust Company of Canada, as warrant agent, dated as of the Closing Date with respect to the Warrants;

"Warrants" means warrants of the Corporation partially comprising the Unit Securities, with each whole warrant exercisable until the date that is 36 months following the Closing Date and entitling the holder to purchase one Common Share at an exercise price of $1.00 per share, subject to customary adjustment provisions; and

"Warrant Shares" means the Common Shares issuable upon exercise of the Warrants or the Broker Warrants, as applicable.

1.2 The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement.
1.3 Unless otherwise expressly provided in this Agreement, words importing only the singular number include the plural and vice versa and words importing gender include all genders. References to "paragraph" and "Section" (unless otherwise indicated) are to the appropriate paragraphs and Sections of this Agreement. Unless the context otherwise requires, any reference to a statute shall be deemed to include regulations made pursuant thereto, all amendments in force from time to

time and any statute or regulation that may be passed that has the effect of supplementing or superseding the statute or regulation referred to.

1.4 Any action or payment required or permitted to be taken or made hereunder on a day which is not a Business Day shall or may be, as the case may be, taken or made on the next succeeding Business Day, except when otherwise prescribed by Applicable Securities Laws or rules and policies of the Exchange, with the same force and effect as if taken or made within the period for the taking or making of such action.
1.5 This Agreement shall be governed by and construed in accordance with the internal laws of the Province of British Columbia and the federal laws of Canada applicable therein, without reference to conflicts of law rules.
1.6 All amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.
1.7 In this Agreement, a reference to "knowledge" of the Corporation means to the best of the knowledge of the senior officers of the Corporation, in each case having made due inquiry.
1.8 The following are the schedules attached to this Agreement, which schedules are deemed to be a part hereof and are hereby incorporated by reference herein:

Schedule "A" - Details of the Corporation's Material Mining Properties

Schedule "B" - Details as to Outstanding Convertible Securities

Schedule "C" - Interests in Corporation Subsidiaries

ARTICLE 2 - PURCHASE, SALE AND DISTRIBUTION

2.1 Subject to the terms and conditions of this Agreement, the Agents will use their commercially reasonable efforts to obtain offers and subscriptions to purchase the Offered Units under the Offering. The obligation of the Agents with respect to the sale of the Offered Units will be limited to their commercially reasonable efforts, with no undertaking, express or implied, nor commitment of the Agents to purchase or arrange for the purchase of any Offered Units.
2.2 If required by the Exchange, the Agents will give written notice of the distribution of the Offered Units to the Exchange, in such form as may be required by the Exchange, in order to permit the Unit Shares and the Warrant Shares to be listed on the Exchange upon or prior to their issuance.
2.3 Each Subscriber who is resident in one of the Canadian Offering Jurisdictions will purchase under one or more "private placement" exemptions so that the Corporation will be exempt from the prospectus requirements of the Applicable Securities Laws in Canada. The Corporation hereby agrees to use its commercially

reasonable efforts to secure compliance with all securities regulatory requirements on a timely basis in connection with the distribution of the Offered Units to the Subscribers, including by filing within the periods stipulated under Applicable Securities Laws and at the Corporation's expense all private placement forms required to be filed by the Corporation in connection with the Offering and paying all filing fees required to be paid in connection therewith so that the distribution of the Offered Units may lawfully occur without the necessity of filing a prospectus or any similar document under the Applicable Securities Laws (including so as to ensure that the requirements from the Closing Date under NI 45-102 that are within the Corporation's power to control are complied with by the Corporation such that the Unit Securities, Broker Warrants and Warrant Shares will be subject to a "hold period" which expires four months and one day following the Closing Date). The Agents agree to assist the Corporation in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. The Agents will notify the Corporation with respect to the identity of each Subscriber and other necessary information respecting each Subscriber as soon as practicable, and with a view to leaving sufficient time to allow the Corporation to secure compliance with all relevant regulatory requirements under Applicable Securities Laws relating to the sale of the Offered Units.

2.4 The certificates, if any, or ownership statements representing the Unit Securities, Broker Warrants and any Warrant Shares issued during the relevant hold period (and each certificate or ownership statement issued in transfer of any such securities prior to the date which is four months and one day after the Closing Date), will bear or be deemed to bear, as applicable, the following legend, in addition to any other legend required under Applicable Securities Laws, substantially in the following form with the necessary information inserted:

"UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE [insert date that is four months and one day after Closing Date]."

And, if required by the applicable rules of the Exchange, the certificates, if any, or ownership statements representing the Unit Securities, and any Warrant Shares (and each certificate or ownership statement issued in transfer of any of such share) which are issued during the relevant hold period, will bear or be deemed to bear, as applicable, a further legend, substantially in the following form with the necessary information inserted.

"WITHOUT PRIOR WRITTEN APPROVAL OF THE TSX VENTURE EXCHANGE AND COMPLIANCE WITH ALL APPLICABLE SECURITIES LEGISLATION, THE SECURITIES REPRESENTED BY THIS CERTIFICATE (INCLUDING ANY UNDERLYING SECURITIES THAT MAY BE ISSUED ON THE CONVERSION, EXERCISE OR EXCHANGE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE) MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE TRADED ON OR THROUGH THE FACILITIES OF TSX VENTURE EXCHANGE OR OTHERWISE IN CANADA OR TO OR FOR THE BENEFIT OF A CANADIAN RESIDENT UNTIL [insert date that is four months and one day after Closing Date]."

2.5 The Agents at their own expense may offer selling group participation in the normal course of the brokerage business to selling groups of other licenced dealers, brokers and investment dealers ("Selling Firms"), who may or who may not be offered part of the Agency Fee, provided that any such selling group participants will be required to comply with the terms of this Agreement as if they were original signatories hereto.

ARTICLE 3 - REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations, Warranties, Covenants and Acknowledgements of the Agents

Each Agent hereby severally represents, warrants and covenants with the Corporation that:

(a) it is a valid and subsisting corporation, duly incorporated, continued, amalgamated or formed, as applicable, and in good standing under the laws of the jurisdiction in which it is existing;
(b) it is, and will remain until the completion of the Offering, appropriately qualified and registered under Applicable Securities Laws so as to permit it to lawfully fulfil its obligations hereunder;
(c) it has all requisite corporate power and capacity to enter into this Agreement and to carry out the transactions contemplated under this Agreement on the terms and conditions set forth herein;
(d) this Agreement has been duly authorized, executed and delivered by it and shall constitute a valid and binding obligation of such Agent, enforceable against it in accordance with its terms except as to the Enforceability Qualifications;
(e) it will conduct (and has conducted) activities in connection with arranging for the sale of the Offered Units in compliance with the Applicable Securities Laws;
(f) it will require (and has required) each Selling Firm, if any, to agree to conduct its activities in connection with the Offering in compliance with all Applicable Securities Laws;
(g) it will not solicit (and has not solicited) offers to purchase or sell the Offered Units generally or so as to require registration of, or filing of a prospectus, offering memorandum or similar disclosure document with respect to, the Offered Units under the laws of any jurisdiction, including the United States, and not, without the consent of the Corporation or as otherwise

contemplated in this Agreement, solicit offers to purchase or sell the Offered Units in any jurisdiction outside of the Canada where the solicitation or sale of the Offered Units would result in any ongoing disclosure requirements in such jurisdiction, any registration or filing requirements in such jurisdiction, or any requirement in such jurisdiction to deliver an offering memorandum, or where the Corporation may be subject to liability in connection with the sale of the Offered Units which is more onerous than its liability under, taken together, the Applicable Securities Laws of the Canadian Offering Jurisdictions to which it is subject as at the date of this Agreement;

(h) it will obtain from each Subscriber subscribing through it a completed and executed Subscription Agreement in a form reasonably acceptable to the Corporation and to the Agents relating to the transactions herein contemplated, together with all documentation (including questionnaires, corporate placee registration forms, undertakings and documents required by the Exchange, if any, and certificates) as may be necessary in connection with subscriptions for Offered Units, to ensure compliance with Applicable Securities Laws and the Exchange Approval;
(i) it will not provide (and has not provided) to prospective purchasers an offering memorandum within the meaning of Applicable Securities Laws or other material detailing the business or affairs of the Corporation and will not advertise (and has not advertised) the Offering in (i) printed media of general and regular paid circulation, (ii) radio, (iii) television, or (iv) telecommunication (including electronic display) and will not make (and has not made) use of any green sheet or other internal marketing document without the prior consent of the Corporation, such consent to be promptly considered and not to be unreasonably withheld;
(j) it will not make (and has not made) any representations or warranties with respect to the Offering other than those contained in the Corporation's Information Record, in this Agreement and the Ancillary Documents;
(k) it acknowledges and agrees that none of the Unit Securities, Broker Warrants or the Warrant Shares have been or will be registered under the U.S. Securities Act or any state securities laws. The Offered Units may be offered and sold to, or for the account or benefit of, persons in the United States and U.S. Persons only in transactions exempt from the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws;
(l) it has not offered for sale by the Corporation, and will not offer for sale by the Corporation, any Units except: (a) in an "offshore transaction" (as defined in Regulation S) in accordance with Rule 903 of Regulation S; or (b) in transactions that are exempt from the registration requirements of the U.S. Securities Act in reliance upon the exemption afforded by Rule 506(b) of Regulation D and in compliance with applicable state securities laws, and

through its U.S. Affiliate (if applicable). Accordingly, neither the respective Agent, its U.S. Affiliate, any Selling Firm, nor any of their affiliates nor any persons acting on behalf of any of them, has made or will make (except as permitted hereby) any: (x) offer to sell or any solicitation of an offer to buy, any Units in the United States or to a U.S. Person; (y) arrangement for any sale of Units to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States and not a U.S. Person, or such Agent, U.S. Affiliate, affiliate or person acting on any of their behalf reasonably believed that such purchaser was outside the United States and not U.S. Person; or (z) "directed selling efforts" (as such term is defined in Regulation S);

(m) it and its U.S. Affiliates and each Selling Firm, and their respective affiliates, either directly or through a person acting on behalf of any of them, have not solicited and will not solicit offers for, and have not offered to sell and will not offer to sell, any of the Units in the United States by any form of "general solicitation" or "general advertising" (as such terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act in connection with the offer and sale of the Units in the United States and to, or for the account or benefit of, U.S. Persons;
(n) all offers to sell and solicitations of offers to purchase Units in the United States and to U.S. Persons shall be solicited and arranged by the respective Agent through its U.S. Affiliate, each of which on the dates of such offers and subsequent sales by the Corporation was and will be duly registered as a broker-dealer under the U.S. Securities Exchange Act of 1934, as amended, and under all applicable state securities laws (unless exempted therefrom) and a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc., in accordance with all applicable United States state and federal securities (including broker-dealer) laws. The U.S. Affiliates will arrange for all offers of Units for sale by the Corporation in compliance with all applicable United States federal and state broker-dealer requirements and this Agreement;
(o) immediately prior to soliciting any person in the United States, the Agent, the U.S. Affiliates, any Selling Firm, their respective affiliates, and any person acting on behalf of any of them, had reasonable grounds to believe and did believe that each such offeree was a U.S. Accredited Investor and at the time of completion of each sale by the Corporation to a purchaser who (i) is in the United States, (ii) a U.S. Person, (iii) acquiring Units for the account or benefit of a U.S. Person or person in the United States, (iv) received an offer to acquire the Units within the United States, or (v) placed its order to acquire the Units within the United States, the Agent, the U.S. Affiliates, the Selling Firms and their respective affiliates, and any person acting on behalf of any of them will have reasonable grounds to believe and will believe, that each such purchaser is a U.S. Accredited Investor;
(p) it shall require its U.S. Affiliates and each Selling Firm to agree, for the benefit of the Corporation, to comply with, and shall ensure that its U.S. Affiliate complies and it shall use commercially reasonable efforts to ensure that each Selling Firm complies with, the provisions of this Agreement applicable to the Agent as if such provisions applied directly to its U.S. Affiliate and such Selling Firm;
(q) none of the Agent, the U.S. Affiliates, any Selling Firm, any of their respective affiliates, or any person acting on behalf of any of them, has taken or will take any action that would cause the exemption provided by Rule 506(b) of Regulation D or the exclusion provided by Rule 903 of Regulation S to be unavailable for the offer and sale of Units;
(r) none of (i) the Agent or Selling Firms, (ii) the Agent or the Selling Firms' general partners or managing members, (iii) any of the Agent's or the Selling Firms' directors, executive officers or other officers participating in the offering of the Units, (iv) any of the Agent's or the Selling Firms' general partners' or managing members' directors, executive officers or other officers participating in the offering of the Units, or (v) any other person associated with any of the above persons, including any Selling Firms and any such persons related to such Selling Firm, that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with sale of Units (each, a "Dealer Covered Person" and, collectively, the "Dealer Covered Persons"), is subject to any disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (each, a "Disqualification Event"), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D. With respect to any event covered by Rule 506(d)(2), the Agent has disclosed to the Corporation all information necessary to enable the Corporation to comply with its disclosure requirements under Rule 506(e) of Regulation D;
(s) it is: (i) acquiring the Broker Warrants as principal for its own account and not for the benefit of any other person; (ii) acquiring the Broker Warrants for investment only and not with a view to resale or distribution of the Broker Warrants; and (iii) an "accredited investor" as such term is defined in NI 45- 106; and
(t) it is not a U.S. Person or within the United States, did not receive an offer to acquire the Broker Warrants within the United States, and did not execute this Agreement or otherwise place its order to acquire the Broker Warrants from within the United States; and it understands and acknowledges that the Broker Warrants may be exercised only in transactions exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable state securities laws.

3.2 Representations, Warranties and Covenants of the Corporation

The Corporation hereby represents and warrants to, and covenants with, each of the Agents and the Subscribers, intending that the same may be relied upon by the Agents and the Subscribers, that:

(a) Good Standing of the Corporation. The Corporation has been duly incorporated and is validly existing under the Business Corporations Act (British Columbia) and is current and up to date with all filings required to be made by it, and has all requisite corporate power and authority to carry on its business as currently conducted, and to own, lease and operate its properties and assets and to carry out the transactions contemplated by this Agreement and the Ancillary Documents and carrying out the obligations hereunder and thereunder. The Corporation is duly qualified or authorized to transact business and is in good standing (in respect of the filing of annual returns where required or other information filings under applicable corporations' information legislation) in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business.
(b) Subsidiaries. Other than the Corporation Subsidiaries, the Corporation has no other subsidiaries. The Corporation legally and beneficially owns 100% of the issued and outstanding shares in the capital of the Corporation Subsidiaries indicated in Schedule "C" hereto free and clear of all Liens of any kind whatsoever. All of such shares have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares (or the equivalent legal concept in another jurisdiction), and no person has any right, agreement or option for the purchase from the Corporation of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of the Corporation Subsidiaries or any other security convertible into or exchangeable for any such shares. Each of the Corporation Subsidiaries has been duly incorporated and is validly existing under the Laws of its jurisdiction of incorporation and has all requisite corporate power, capacity and authority to own, lease and operate, as applicable, its properties, permits and assets and conduct its business as currently conducted, and has all requisite corporate power to conduct its business as presently proposed to be conducted by it, and is current with all material filings required to be made under its jurisdiction of incorporation and all other jurisdictions in which it exists or carries on any material business.
(c) Share Capital of the Corporation. As of the date hereof, prior to giving effect to the Offering, the authorized share capital of the Corporation consists of an unlimited number of Common Shares and an unlimited number of preferred shares. As of the date hereof, 111,736,884 Common Shares (and no other shares) are issued and outstanding as fully paid and nonassessable shares. As of the date hereof, other than as described in

Schedule "B" to this Agreement and other than pursuant to this Agreement, there are no Outstanding Convertible Securities of the Corporation or any Corporation Subsidiary.

(d) Authorization. The Corporation has full corporate power and authority to issue the Unit Securities, Broker Warrants and Warrant Shares. The Unit Shares forming part of the Unit Securities, when issued upon receipt by the Corporation of the full consideration therefor, will have been duly and validly issued as fully paid and non- assessable. Upon due exercise of the Warrants or Broker Warrants, as applicable, including receipt by the Corporation of the full consideration therefor, the Warrant Shares issuable thereunder will be validly issued as fully paid and non-assessable Common Shares.
(e) Absence of Rights. Other than the Common Shares of the Corporation to be issued pursuant to the Project Option Agreement, the options and warrants of the Corporation that are outstanding as of the date hereof, or as otherwise disclosed in the Corporation's Information Record, there is no right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the issue or allotment of any unissued Common Shares (or other shares in the capital of the Corporation) or any other agreement or option, for the issue or allotment of any unissued Common Shares (or other shares in the capital of the Corporation) or any other security convertible into or exchangeable for any Common Shares (or other shares in the capital of the Corporation) or to require the Corporation to purchase, redeem or otherwise acquire any of the issued and outstanding Common Shares.
(f) Financial Information. The Financial Information:
- (i) presents fairly, in all material respects, the consolidated financial position of the Corporation, and the consolidated results of its operations and its cash flows, for the periods specified in such Financial Information;
- (ii) conforms with International Financial Reporting Standards applicable in Canada ("IFRS"); and
- (iii) does not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to any period covered by the Financial Information.
(g) Off Balance Sheet. The Corporation has not engaged in any "off balance sheet" or similar financing.
(h) Liabilities. Neither the Corporation nor any of the Corporation Subsidiaries has any material liabilities, obligations, indebtedness or commitments, whether accrued, absolute, contingent or otherwise, which are not disclosed or referred to in the Financial Information, other than liabilities, obligations or indebtedness or commitments incurred after the last period covered by the Financial Information in the normal course of business or in connection with the Offering and which would not reasonably be expected to have a Material Adverse Effect.
(i) Non-Contravention. Neither the Corporation nor any Corporation Subsidiary is in violation of its constating documents. None of the Offering, the execution, delivery and performance of this Agreement or the Ancillary Documents or the consummation of the transactions contemplated herein and therein, including the issue of the Unit Securities, Broker Warrants and Warrant Shares, does or will:
- (i) subject to compliance by the Agents with the provisions of this Agreement, require the consent, approval, authorization, order or agreement of, or registration or qualification with, any Governmental Authority or other person, except:
  - (A) such as have been obtained, or
  - (B) such as may be required under theApplicable Securities Laws and the policies of the Exchange and will be obtained by the Closing Date; or
- (ii) conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of or Lien upon any of the consolidated properties or assets of the Corporation under any provision of:
  - (A) the notice of articles or articles of the Corporation or the comparable organizational documents of any Corporation Subsidiary, or
  - (B) subject to the filings and other matters referred to in the immediately following sentence:
    - (1) any Contract to which the Corporation or any Corporation Subsidiary is a party or by which any of their respective properties or assets are bound;
    - (2) any Law applicable to the Corporation or any Corporation Subsidiary or any of their respective properties or assets; or

(3) any authorization held or obtained by the Corporation or any Corporation Subsidiary,

other than any such conflicts, violations, defaults, rights, losses or Liens that would not, in any case of (i) or (ii) above, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(j) Independent Accountants. The accountants who reported on the Financial Information are independent with respect to the Corporation within the meaning of Applicable Securities Laws. There has never been any reportable event (within the meaning of NI 51-102) with the current auditors of the Corporation.
(k) Material Assets. The Corporation is, directly or indirectly, the legal and beneficial owner of, and has good and marketable right, title and interest in and to the assets of the Corporation and the Corporation Subsidiaries. Neither the Corporation nor the Corporation Subsidiaries owns any real property. The interests of the Corporation and the Corporation Subsidiaries are reflected in the Corporation's Information Record, free and clear of all Liens (except as otherwise disclosed in the Corporation's Information Record). The Corporation's direct or indirect ownership interests in the Mining Claims of the Valeriano Project are as will be set forth in the Valeriano Title Opinion. Any and all Contracts pursuant to which the Corporation or any Corporation Subsidiary holds material assets or is entitled to the use of or acquire ownership of material assets (whether directly or indirectly) (including in respect of the Valeriano Project, subject to the qualifications to be provided in the Valeriano Title Opinion) are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms, and there is currently no material default of any of the provisions of any such agreements nor has any such default been alleged, and the Corporation, after making due enquiries, is not aware of any disputes with respect thereto and such assets are in good standing under the applicable Laws of the jurisdictions in which they are situate, and all leases, licences, concessions, mineral rights and claims pursuant to which the Corporation and the Corporation Subsidiaries have an economic interest (whether legal or beneficial) in such material assets are in good standing (subject to the qualifications to be provided in the Valeriano Title Opinion) and there has been no material default under any such leases, licences, concessions, and claims and all taxes required to be paid with respect to such assets to the date hereof have been paid.
(l) Technical Information. The Corporation has filed all technical reports as required by NI 43-101 for each mineral project on a property material to the Corporation, and any such technical reports have been prepared in material compliance with the requirements thereof. The technical information set forth in the documents filed by the Corporation on SEDAR, including relating to any estimates by the Corporation of mineral resources and mineral

reserves, has been reviewed and approved by qualified persons (as defined in NI 43-101) and, in all cases, the resource information has been prepared in accordance with Canadian industry standards set forth in NI 43- 101, and the information upon which any estimates of resources and reserves were based was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material adverse changes to such information since the date of delivery or preparation thereof.The Valeriano Technical Report is the sole "current" technical report of the Corporation for the purposes of NI 43-101 and, to the knowledge of the Corporation, no material information was withheld from the authors thereof for the purposes of preparing the Valeriano Technical Report and, to the knowledge of the Corporation, all information provided to such authors for such purposes is true and accurate and not misleading and was given in good faith. All statements of fact relating to the Corporation and its activities contained in the Valeriano Technical Report are true and accurate in all material respects as of the date thereof and no such fact has been omitted therefrom (or information withheld) the omission of which would make any statement of fact therein misleading. To the knowledge of the Corporation, there have been no material changes to such information since the date of delivery or preparation thereof, except as otherwise disclosed in the Corporation's Information Record.

(m) Exploration and Development Activities. To the knowledge of the Corporation:
- (i) all assessments or other work required to be performed in relation to the Mining Claims in order to maintain the Project Option Grantor interest therein have been performed to date and the Project Option Grantor and any predecessor owners have complied in all material respects with all applicable Laws in this regard, as well as with regard to legal, contractual obligations to third parties in this regard except for any non-compliance that would not, either individually or in the aggregate, have a Material Adverse Effect;
- (ii) there are no expropriations or similar proceedings against any material property in which the Corporation has a direct or indirect economic interest or any related mining claim; and
- (iii) all exploration and development activities conducted on properties in which the Corporation has a direct or indirect economic interest have been conducted in all respects in accordance with good mining and engineering practices and all applicable workers' compensation and health and safety and workplace Laws have been duly complied with, except where the failure to so conduct operations would not reasonably be expected to have a Material Adverse Effect.

(n) Environmental Laws. To the Corporation's knowledge (i) neither the Corporation, any Corporation Subsidiary nor any Project Option Grantor or predecessor owner of any of the Mining Claims, is in violation of any federal, provincial, state, local, municipal or foreign Law or any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree or judgment, relating to pollution or protection of human health, the environment (including ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including Laws relating to the release or threatened release of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum or petroleum products (collectively, "Hazardous Materials") or to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials (collectively, "Environmental Laws") except where such violations would not be reasonably expected, on an individual or aggregate basis, to have a Material Adverse Effect, (ii) the applicable Corporation Subsidiary, directly or through the Project Option Grantor has all permits, authorizations and approvals required under any applicable Environmental Laws and there has been full compliance with their requirements, except where the failure to have such permits, authorizations and approvals would not reasonably be expected, on an individual or aggregate basis, to have a Material Adverse Effect, and (iii) there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, Liens, notices of noncompliance or violation, investigation or proceedings relating to any Environmental Laws against the Corporation, any Corporation Subsidiary or any Project Option Grantor which, if determined adversely, would reasonably be expected to have a Material Adverse Effect. Other than for ongoing legislative reporting, there are no environmental audits, evaluations, assessments, studies or tests that were commissioned by the Corporation or any Corporation Subsidiary respecting the business, operations, properties or facilities of the Corporation or any Corporation Subsidiary or in which it has a direct or indirect economic interest.

The Mining Claims are not located in any environmental conservation unit, whether 'full protection units' or 'sustainable use units', nor in their buffer zones, or in indigenous protection areas.

There is no tailings dam (or water dam) within the areas covered by the Mining Claims. The Mining Claims are not located within any tailings (or water) dam rescue zones.

(o) Conduct of Business; Possession of Licenses and Permits. The Corporation and each Corporation Subsidiary has conducted and is conducting its business in compliance in all material respects with all applicable Laws of each jurisdiction in which it carries on business. The Corporation and each Corporation Subsidiary possesses (or the Project Option Grantor possesses and has granted to the Corporation Subsidiaries all relevant and necessary authority thereunder) such permits, certificates, licenses, approvals, consents and other authorizations (collectively, "Governmental Licenses") issued by the appropriate federal, provincial, state, local or foreign, as applicable, Governmental Authorities necessary to own, lease, stake or maintain the mining rights and property claims and other property interests and to conduct the business now operated, including to conduct exploration at their various projects and at the Valeriano Project, except where the failure to possess such permits, certificates, licenses, approvals, consents or authorizations would not reasonably be expected to have a Material Adverse Effect. The Corporation and each Corporation Subsidiary is in compliance with the terms and conditions of all such Governmental Licenses, and is not in violation of, or in default under, applicable Laws (including Environmental Laws) of any Governmental Authorities having, asserting or claiming jurisdiction over the Corporation or any Corporation Subsidiary or over any part of the Corporation's or any Corporation Subsidiary's operations or assets, including over the Valeriano Project, except where such non-compliance, violation or default would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Corporation, all of the Governmental Licenses are valid and in full force and effect. Neither the Corporation nor any Corporation Subsidiary has received any notice of proceedings relating to the revocation or modification of any such Governmental Licenses.

(p) Material Contracts. All of the material Contracts of the Corporation and the Corporation Subsidiaries (collectively, the "Material Contracts") have been disclosed in the Corporation's Information Record or to the Agents or Agents' Counsel, and, if required under the Applicable Securities Laws, have been filed at the Corporation's profile on SEDAR. Neither the Corporation nor any Corporation Subsidiary has received notification from any party claiming that the Corporation is in material breach or default under any Material Contract.
(q) Restrictions on Dividends or Business. There is not, in the constating documents of the Corporation, or in any Contract or other instrument or document to which the Corporation is a party, any restriction upon or impediment to, the declaration or payment of dividends by the directors of the Corporation or the payment of dividends by the Corporation to the holders of its Common Shares. No Corporation Subsidiary is currently prohibited, directly or indirectly, under any Contract or other instrument to which it is a party or is subject, from paying any dividends to the Corporation, from making any other distribution on such Corporation Subsidiary's outstanding equity securities, from repaying to the Corporation any loans or advances to such Corporation Subsidiary from the Corporation or from transferring any of such Corporation Subsidiary's properties or assets to the Corporation or any other Corporation Subsidiary. Neither the Corporation nor any Corporation Subsidiary is a party to or bound or affected by any Contract containing any covenant which expressly limits the

freedom of the Corporation or any Corporation Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which materially or adversely affects the consolidated business practices, operations or condition of the Corporation, except as disclosed in the Corporation's Information Record.

(r) No Material Adverse Effect. Since September 30, 2021, (i) there has been no change in the consolidated condition (financial or otherwise), or in the consolidated properties, capital, affairs, prospects, operations, assets or liabilities of the Corporation, whether or not arising in the ordinary course of business, which would reasonably be expected to give rise to a Material Adverse Effect and except as disclosed in the Corporation's Information Record, and (ii) there have been no transactions entered into by the Corporation, other than those in the ordinary course of business, which are material with respect to the Corporation, except as disclosed in the Corporation's Information Record.
(s) Absence of Changes. Since September 30, 2021, the Corporation and each Corporation Subsidiary has carried on business in the ordinary course and, except as disclosed in the Corporation's Information Record, there has not been:
- (i) any material change in the consolidated assets, liabilities or obligations (absolute, accrued, contingent or otherwise), business, business prospects, condition (financial or otherwise) or results of operations of the Corporation, other than those changes occurring in the ordinary course of business, none of which (either singly or taken together) has had or would reasonably be expected to have a Material Adverse Effect;
- (ii) except as contemplated in this Agreement, any material change in the share capital or long-term debt of the Corporation;
- (iii) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares in the capital of the Corporation or any direct or indirect redemption, purchase or other acquisition of any shares; or
- (iv) any change in accounting or tax practices followed by the Corporation.
(t) Absence of Proceedings. To the Corporation's knowledge, there is no action, suit, proceeding, inquiry or investigation before or brought by any court or other Governmental Authority, domestic or foreign, now pending or, to the knowledge of the Corporation, threatened against or affecting the Corporation or any Corporation Subsidiary or, as to any matter which could impact upon the Valeriano Project, the Project Option Grantor, which has

not been disclosed in the Corporation's Information Record, or which if determined adversely would reasonably be expected to have a Material Adverse Effect, or which, if determined adversely, would reasonably be expected to materially adversely affect the consummation of the transactions contemplated in this Agreement or the performance by the Corporation of its obligations hereunder or under any of the Ancillary Documents.

(u) Outstanding Judgements. There is no outstanding judgement, order, decree, arbitral award or decision of any court, tribunal or other Governmental Authority against the Corporation, the Corporation Subsidiaries or, to the knowledge of the Corporation or the Corporation Subsidiaries, the Project Option Grantor.
(v) No Insolvency. Neither the Corporation, the Corporation Subsidiaries, nor, to the knowledge of the Corporation or the Corporation Subsidiaries, any Project Option Grantor has committed an act of bankruptcy or sought protection from its creditors from any court or pursuant to any Law, proposed a compromise or arrangement to its creditors generally, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt or wound up, as the case may be, taken any proceeding to have a receiver appointed of any part of its assets, had any encumbrancer or receiver take possession of any of its property, had an execution or distress become enforceable or levied upon any portion of its property or had any petition for a receiving order in bankruptcy or application for a bankruptcy order filed against it, and at the Time of Closing neither the Corporation nor any Corporation Subsidiaries (nor, to the knowledge of the Corporation, or the Corporation Subsidiaries, the Project Option Grantor) will be an insolvent person (as that term is defined in the Bankruptcy and Insolvency Act (Canada)).
(w) Unlawful Payment. To the knowledge of the Corporation, none of the Corporation, the Corporation Subsidiaries or the Project Option Grantor, nor any employee or agent of any of them, has made any unlawful contribution or other payment to any person holding, or candidate for, any federal, state, provincial or other public office, Canadian or foreign, or failed to disclose fully any contribution, in violation of any Law, or made any payment, to any federal, state, provincial or other governmental officer or official, Canadian or foreign, or other person charged with similar public or quasi-public duties, other than payments required or permitted by applicable Laws. Without limiting the generality of the foregoing, to the knowledge of the Corporation, neither the Corporation or any Corporation Subsidiary, nor any Project Option Grantor, nor any employee or agent of any of them has violated FCPA Legislation.
(x) Brokerage Fees. Other than the Agents, there is no person acting or, to the knowledge of the Corporation, purporting to act at the request of the

Corporation, who is entitled to any brokerage or finder's fees in connection with the Offering.

(y) Authorization of Documents, etc. This Agreement has been, and at the Time of Closing each of the Ancillary Documents, and the transactions contemplated herein and therein, will have been, duly authorized, executed and delivered by the Corporation and, in each case, will be a legal, valid and binding obligation of, and be enforceable against, the Corporation in accordance with its terms (subject to the Enforceability Qualifications). All corporate action required to be taken by the Corporation for the authorization, issuance, sale and delivery of the Unit Securities, the Broker Warrants and the Warrant Shares, has been validly taken at the date hereof or will have been taken by the Closing Date.
(z) No Default of Securities Laws. The Corporation is not in default of any requirement of Applicable Securities Laws which would reasonably be expected to have a Material Adverse Effect on the Offering or the Corporation.
(aa) Disclosure. All information which has been prepared or compiled by the Corporation relating to the Corporation and its business, properties and liabilities, and either filed on SEDAR or provided to the Agents or Agents' Counsel, including all financial, marketing, sales, technical mining and operational information, is as of the date of such information, true and correct in all material respects, and no material fact or facts have been omitted therefrom which would make such information misleading. In addition, the Corporation has filed all material documents required to be filed by it under Applicable Securities Laws and the documents filed by the Corporation constituting the Corporation's Information Record did not contain a misrepresentation at the time of their filing on SEDAR.
(bb) No Default. Neither the Corporation nor any Corporation Subsidiary is in default of any material term, covenant or condition under or in respect of any judgment, order, agreement or instrument to which it is a party or to which it or any of the material property or assets (including any royalty or interest therein) thereof are or may be subject, and, to the knowledge of the Corporation, no event has occurred and is continuing, and no circumstance exists which has not been waived, which constitutes a default in respect of any Contract to which the Corporation or any Corporation Subsidiary is a party or by which any of them is otherwise bound entitling any other party thereto to accelerate the maturity of any amount owing thereunder or which could reasonably be expected to have a Material Adverse Effect.
(cc) Voting Agreements. The Corporation is not party to any agreement, nor is the Corporation aware of any agreement, which in any manner affects the voting control of any of the securities of the Corporation or a Corporation Subsidiary.
(dd) Shareholder Agreements. Neither the Corporation nor, to the knowledge of the Corporation, any shareholder of the Corporation is a party to any shareholders agreement, pooling agreement, voting trust or other similar type of arrangements in respect of outstanding securities of the Corporation.
(ee) Interest of Insiders; Conflicts. Other than as disclosed in the Corporation's Information Record, to the knowledge of the Corporation:
- (i) none of the directors or officers of the Corporation or the Corporation Subsidiaries, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing persons (as such terms are defined in the Securities Act (Ontario)), has had any material interest, direct or indirect, in any material transaction within the previous two years or has any material interest in any proposed material transaction involving the Corporation or a Corporation Subsidiary which, as the case may be, materially affected, is material to or will materially affect the Corporation or any of the Corporation Subsidiaries. To the knowledge of the Corporation no insider of the Corporation (within the meaning of Applicable Securities Laws) has a present intention to sell any securities of the Corporation;
- (ii) no officer or director of the Corporation or any Corporation Subsidiary, and no person which is an affiliate or associate of one or more of the foregoing, owns, directly or indirectly, any interest in (except for shares representing less than 10% of the outstanding shares of any class or series of any publicly traded company), or is an officer, director, employee or consultant of any person which is, or is engaged in, a business competitive with the Corporation or any Corporation Subsidiary, as applicable, which in either case, materially adversely impacts, or would reasonably be expected to materially and adversely impact, on their ability to duly and properly perform their services;
- (iii) to the knowledge of the Corporation no officer, director, employee or security holder of the Corporation or any of the Corporation Subsidiaries has any cause of action or other claim whatsoever against, or owes any amount to, the Corporation or any Corporation Subsidiary, as applicable, in connection with its business except for claims in the ordinary and normal course of the business such as for accrued vacation pay or other amounts or matters which would not be material to the Corporation on a consolidated basis; and
- (iv) neither the Corporation nor any Corporation Subsidiary owes any monies to, has any present loans to, or borrowed any monies from or is otherwise indebted to, any officer, director, employee, shareholder or any personnot dealing at "arm's length" (as such term

is defined in the Tax Act) with any of them except for usual employee reimbursements and compensation paid in the ordinary and normal course of its business. To the knowledge of the Corporation, except as disclosed in the Corporation's Information Record and usual employee or consulting arrangements made in the ordinary and normal course of business, neither the Corporation nor any Corporation Subsidiary is a party to any Contract or understanding with any officer, director, employee, shareholder or any other person not dealing at arm's length with it.

(ff) Executive Compensation. Except as disclosed by the Corporation to the Agents, the directors and executive officers of the Corporation and the Corporation Subsidiaries who are NEOs and their compensation arrangements (as applicable) with the Corporation and the Corporation Subsidiaries, as applicable, whether as directors, officers or employees are, in all material respects, as disclosed in the Corporation's Information Record.
(gg) Interest in Revenues. Except as disclosed in the Corporation's Information Record, no officer, director, employee or any other person not dealing at arm's length with the Corporation (within the meaning of the Tax Act), or to the knowledge of the Corporation, any associate or affiliate of such person, owns, has or is entitled to any royalty, net profits interest, carried interest, licensing fee, or any other Liens or claims of any nature whatsoever which are based on the revenues, profits, results of mineral project exploitation or other economic measure of the Corporation.
(hh) Employees. All material employment agreements, severance agreements and change of control agreements in respect of any NEOs, and all Employee Plans have been, in all material respects, disclosed in the Corporation's Information Record in accordance with applicable Laws. The Corporation and the Corporation Subsidiaries are in material compliance with all Laws respecting employment and employment practices, terms and conditions of employment, occupational health and safety, pay equity and wages, and there is not currently any labour disruption or conflict involving the Corporation or any Corporation Subsidiary. Neither the Corporation nor any Corporation Subsidiary is a party to a collective bargaining agreement. To the best of the Corporation's knowledge, there are no union organizing efforts being made at the Corporation or the CorporationSubsidiaries.
(ii) Employee Plans. Each material plan, if any, for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave,disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Corporation or any Corporation Subsidiary for the benefit of any current or former director, officer, employee or consultant (collectively, the

"Employee Plans") has been maintained in material compliance with its terms and with the requirements prescribed by any and all Laws that are applicable to such Employee Plan. The Corporation does not have nor has had any pension plan (as such term is defined in the relevant legislation of the applicable jurisdiction). All material accruals for unpaid vacation pay, premiums for unemployment insurance, health premiums, federal or provincial pension plan premiums, accrued wages, salaries and commissions and Employee Plan payments have been reflected in the books and records of the Corporation.

(jj) Indebtedness. Neither the Corporation nor any Corporation Subsidiary has guaranteed or otherwise given security for or agreed to guarantee or give security for any liability, debt or obligation of any other person.
(kk) Insurance. The properties and assets in which the Corporation, or a Corporation Subsidiary has a direct or indirect economic interest are insured against loss or damage with responsible insurers on a basis consistent with insurance obtained by reasonably prudent participants in comparable businesses, and such coverage is in full force and effect, and the terms of any policies in respect thereof have not been breached and the insured has not failed to promptly give any notice or present any material claim thereunder.
(ll) Taxes. All tax returns, reports, elections, remittances and payments of the Corporation and the Corporation Subsidiaries required by applicable Law to have been filed or made in any applicable jurisdiction, have been filed or made (as the case may be), and are substantially true, complete and correct, and all taxes of the Corporation and of the Corporation Subsidiaries have been paid or accrued in the Financial Information (except in any case in which the failure to file, pay or accrue such taxes would not result in a Material Adverse Effect).
(mm) Reporting Issuer. The Corporation is, and will at the Time of Closing be, a "reporting issuer" in British Columbia and Alberta and is not in default of any requirement of Applicable Securities Laws. The Corporation has made timely disclosure of all material changes relating to it and no such disclosure has been made on a confidential basis and there is no material change relating to the Corporation which has occurred with respect to which the requisite material change statement has not been filed.
(nn) Accounting Controls. The Corporation and each of the Corporation Subsidiaries maintains, and will maintain, a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS and to maintain asset accountability, (iii) access to assets is permitted only in accordance

with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(oo) Mining Claims. The material mining licenses, claims, leases and other mineral property rights in respect of the Valeriano Project (collectively, the "Mining Claims") are set forth on Schedule "A", which schedule is a complete and accurate list of all such rights. All such Mining Claims are validly held by the Project Option Grantor, subject to the qualifications to be set out in the Valeriano Title Opinion, and are only subject to the Liens and royalties described in the Valeriano Title Opinion. Such Mining Claims are free and clear of any material Liens and no material royalty is payable in respect of any of them, except as described in Schedule "A" or disclosed in the Corporation's Information Record. Except as disclosed in the Corporation's Information Record, no other mineral or property rights are necessary for the conduct of the Corporation or any Corporation Subsidiary's business as presently conducted and as contemplated in the Corporation's Information Record; and there are no material restrictions on the ability of the Corporation or the Corporation Subsidiaries, or to the knowledge of the Corporation and the Corporation Subsidiaries, the Project Option Grantor to use, access, transfer or otherwise explore or exploit any such mineral or property rights except as required by applicable Law and as disclosed in the Corporation's Information Record. In respect of all Mining Claims:
- (i) neither the Corporation nor any Corporation Subsidiary has received or has knowledge of there having been issued any notice of default of any of the terms or provisions of the Mining Claims;
- (ii) the execution, delivery and performance of this Agreement and the Ancillary Documents by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Mining Claims;
- (iii) all exploration permits, leases, concessions, licenses and mining claim payments, rentals, taxes, rates, assessments, renewal fees and other governmental charges owing in respect of the Mining Claims have been paid in full up to the date of this Agreement except where failure to make payment would not have a Material Adverse Effect;
- (iv) the Mining Claims are in good standing in all material respects with respect to the performance of all material obligations required under applicable Law (including the performance of all required exploration and exploitation work, the performance of all minimum assessment work and the timely filing of any reports, applications and further

documents) and the condition of any related surface rights is in compliance with all Laws and all orders of all Governmental Authorities having jurisdiction, including in respect of any material Environmental Laws; and

(v) to the knowledge of the Corporation, there is no actual or threatened adverse claim against, or challenge to, the ownership by the Project Option Grantor of, or the Project Option Grantor's title to, the Mining Claims.
(pp) Indigenous Claims. To the knowledge of the Corporation, there are no claims with respect to indigenous rights currently, or pending or threatened, with respect to the Valeriano Project or in respect of any other properties in which the Corporation has a direct or indirect economic interest.
(qq) No Cease Trade Orders. No Securities Commission in any jurisdiction has issued any order which is currently outstanding preventing or suspending trading in any securities of the Corporation, no such proceeding is, to the knowledge of the Corporation, pending, contemplated or threatened, and the Corporation is not in default of any requirement of Applicable Securities Laws, except such as would not have or would not reasonably be expected to have a Material Adverse Effect.
(rr) Stock Exchange Listing. The Corporation is in compliance in all material respects with the current listing requirements and all other applicable rules and regulations of the Exchange and has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the Exchange. All necessary notices and filings have been made with, and all necessary consents, approvals and authorizations obtained by the Corporation from, the Exchange to ensure that the Unit Shares and the Warrant Shares will be listed and posted for trading on the Exchange upon their issuance, subject only to satisfaction by the Corporation of customary post-closing conditions imposed by the Exchange.
(ss) Transfer Agent and Registrar. Computershare Investor Services Inc., at its principal offices in Vancouver, British Columbia, has been duly appointed as the transfer agent and registrar for the Common Shares.
(tt) Warrant Agent. Computershare Trust Company of Canada, at its principal offices in Vancouver, British Columbia has been duly appointed as the warrant agent for the Warrants.
(uu) Money Laundering Laws. To the knowledge of the Corporation, the operations of the Corporation and the Corporation Subsidiaries are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering Laws of

all relevant jurisdictions, the rules and regulations thereunder and any related Laws issued, administered or enforced by any Governmental Authority (collectively, the "Money Laundering Laws"), and no action, suit or proceeding by or before any court or other Governmental Authority or any arbitrator non-Governmental Authority involving the Corporation or any Corporation Subsidiary with respect to the Money Laundering Laws is, to the best knowledge of the Corporation, pending or threatened.

(vv) No Pending Changes to Law, etc. The Corporation is not aware of any pending change or contemplated change to any applicable Law that could reasonably be expected to materially affect the business of the Corporation or the business or legal environment under which the Corporation or any Corporation Subsidiary operates.
(ww) Corporate Records. The minute books and corporate records of the Corporation and the Corporation Subsidiaries made or to be made available to the Agents' Counsel or its local agent counsel in connection with the Agents' due diligence investigations of the Corporation and the Corporation Subsidiaries for the period from its date of incorporation to the date of examination thereof, are the original minute books and records of the Corporation or true copies thereof and contain copies of all proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of the Corporation and there have been no other proceedings of the shareholders, boards of directors or any committee of the boards of directors of the Corporation that are required to be included in such minute books and records to the date of review of such corporate records and minute books not reflected in such minute books and corporate and other records other than those which have been disclosed to the Agents in writing and those which are or are not material in the context of the Corporation.
(xx) Subscription Agreement Representations. The representations and warranties of the Corporation in the Subscription Agreements are, and will at the Time of Closing be, true and correct.
(yy) Eligibility. The Unit Shares, Warrants and Warrant Shares will be "qualified investments" under the Tax Act, eligible for investment in a registered retirement savings plan, a registered retirement income fund, a registered education savings plan, a registered disability savings plan, a deferred profit-sharing plan and a tax-free savings account.

ARTICLE 4 - ADDITIONAL COVENANTS OF THE CORPORATION

4.1 The Corporation hereby further covenants to and with each of the Agents and the Subscribers, as follows:

(a) the Corporation will enter into duly and fully completed Subscription Agreements, accompanied by properly completed and executed applicable schedules thereto and the subscription amount, with the Subscribers and, unless the Corporation reasonably believes that it would be unlawful to do so or in breach of any Applicable Securities Laws or the number of Offered Units subscribed for pursuant to the Subscription Agreement exceeds the maximum number of Offered Units to be sold under this Agreement and the Offering, will fully accept the subscriptions in each duly executed Subscription Agreement submitted to the Corporation accompanied by properly completed and executed applicable schedules thereto and the required subscription funds;
(b) the Corporation will fulfil all legal requirements to permit the creation, issuance, offering and sale of the Unit Securities, the Broker Warrants and the Warrant Shares, all as contemplated in this Agreement, and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Corporation and take or cause to be taken all action required to be taken by the Corporation in connection with the Offering;
(c) the Corporation will comply with each of the covenants of the Corporation set out in the Subscription Agreements;
(d) the Corporation will make all necessary filings, use its commercially reasonable efforts to obtain all necessary regulatory consents and approvals, including approvals required by the Applicable Securities Laws and the Exchange, and the Corporation will pay all filing fees required to be paid in connection with the transactions contemplated in this Agreement and the Ancillary Documents;
(e) the Corporation will not, directly or indirectly, without the prior written consent of Desjardins (such consent not to be unreasonably withheld or delayed), offer to sell, grant any option to purchase or otherwise dispose of (or announce any intention to do so) any Common Shares, or any securities of the Corporation convertible into or exercisable or exchangeable for Common Shares, for a period commencing on the date hereof and ending 120 days after the Closing Date, other than (i) pursuant to the Offering; (ii) the issuance of non-convertible debt securities; (iii) upon the exercise of convertible securities, options or warrants of the Corporation outstanding as of the date hereof; (iv) in connection with the Corporation's existing share and stock option incentive plans, or (v) pursuant to other existing commitments of the Corporation to issue Common Shares as at the date hereof;
(f) prior to the Time of Closing, the Corporation will allow the Lead Agents (and the Agents' Counsel and consultants) to conduct all due diligence which the Lead Agents may reasonably require or which may be considered necessary or appropriate by the Lead Agents. The Corporation will provide

to the Lead Agents (and the Agents' Counsel) reasonable access to the Corporation's senior management personnel and corporate, financial and other records, for the purposes of conducting such due diligence. Without limiting the scope of the due diligence inquiry that the Lead Agents (or the Agents' Counsel) may conduct, the Corporation shall also make available its directors, senior management (including its qualified person(s) for the purposes of NI 43-101), the Chairman of the Audit Committee of its board of directors, the auditors, the authors of any technical reports, or supporting scientific or technical information prepared for the Corporation and the Corporation's Counsel toanswer any questions which the Lead Agents may have and to participate in one or more due diligence sessions to be held prior to Closing and to use its commercial reasonable efforts to arrange for the auditors and any authors of such technical reports of the Corporation to participate in any such due diligence session;

(g) the Corporation will ensure that the Unit Securities, the Broker Warrants and the Warrant Shares, have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Ancillary Documents;
(h) during the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Lead Agents of the full particulars of any request of any Securities Commission or the Exchange for any information, or the receipt by the Corporation of any communication from any Securities Commission, the Exchange or any other competent Governmental Authority relating to the Corporation or which may be relevant to the distribution of the Offered Units. Without limiting the foregoing, the Corporation will advise the Lead Agents, promptly after receiving notice or obtaining knowledge thereof, of:
- (i) the institution, threatening or contemplation of any proceeding for any such purpose; or
- (ii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Corporation (including the Unit Securities) having been issued by any Securities Commission or the institution, threatening or contemplation of any proceeding for any such purposes;
(i) during the period commencing on the date hereof and ending on the Closing Date, the Corporation will promptly inform the Agents of the full particulars of:
- (i) any material change (whether actual, anticipated, threatened, contemplated, or proposed by, to, or against), whether financial or otherwise, in the consolidated assets, liabilities (contingent or

otherwise), business, affairs, operations, assets, financial condition or capital of the Corporation; or

(ii) any change in any material fact or any misstatement of any material fact contained in the Corporation's Information Record,

which change or new material fact is, or could reasonably be expected to be, of such a nature as:

(i) to render this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or new material fact, misleading or untrue in any material respect or would result in any of such documents, as they exist taken together in their entirety immediately prior to such change or material fact, containing a misrepresentation;
(ii) would result in this Agreement or any of the Ancillary Documents, as they exist taken together in their entirety immediately prior to such change or material fact, not complying with any Applicable Securities Laws; or
(iii) would reasonably be expected to have a material and adverse effect on the market price or value of the Common Shares or constitute a Material Adverse Effect.

In such regard to "material changes", the Corporation will comply with Part 7 of NI 51-102, and the Corporation will prepare and will file promptly any document which may be necessary, and will otherwise comply with all applicable filing and other requirements under Applicable Securities Laws arising as a result of such fact or change;

(j) for a period of 36 months following the Closing Date, use commercially reasonable efforts to maintain its status as a "reporting issuer" under the Applicable Securities Laws of the Provinces of Alberta and British Columbia not in default of any requirement of such Applicable Securities Laws, provided that this covenant shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash, and the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the Exchange (or such other applicable stock exchange upon which its Common Shares are listed or quoted);
(k) for a period of 36 months following the Closing Date, use commercially reasonable efforts to maintain the listing of the Common Shares on the Exchange or other recognized stock exchange or quotation system, provided that this covenant shall not prevent the Corporation from

completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada or the United States or cash, and the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate laws and the policies of the Exchange (or such other applicable stock exchange upon which its Common Shares are listed or quoted);

(l) use its commercially reasonable efforts to cause its directors and officers to enter into a lock-up agreement as contemplated by Section 5.1(k); and
(m) the Corporation will use the proceeds from the Offering to advance the Valeriano Project, including but not limited to, activities furthering exploration, mineral resource expansion and drilling at the Valeriano Project, and metallurgical studies, geophysical surveys mapping, trenching and sampling at the Valeriano Project along with regional exploration activities and other general corporate purposes.

ARTICLE 5 - CONDITIONS TO CLOSING

5.1 The following are conditions of the Agents' and the Subscribers' obligations to close the Offering, which conditions the Corporation covenants to exercise its commercially reasonable efforts to have fulfilled at or prior to the Time of Closing, which conditions may be waived in writing in whole or in part by the Lead Agents on their own behalf and on behalf of the Agents and Subscribers:
- (a) the Corporation's board of directors will have authorized and approved (i) this Agreement and the Ancillary Documents, (ii) the issuance of the Unit Securities, the Broker Warrants and the Warrant Shares, and (iii) all matters relating to the foregoing;
- (b) the Corporation will have made or obtained the necessary filings, approvals, consents and acceptances of the appropriate regulatory authorities in the Offering Jurisdictions and the Exchange Approval, on terms which are acceptable to the Corporation and the Agents, each acting reasonably, it being understood that the Agents will do all that is reasonably required to assist the Corporation to fulfil this condition;
- (c) the Unit Shares and Warrant Shares will have been conditionally accepted for listing on the Exchange (subject only to the usual conditions of the Exchange);
- (d) the representations and warranties of the Corporation contained in this Agreement and the Ancillary Documents are true and correct in all material respects (or, if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties

will be true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement, and the Corporation will have complied with all the covenants and satisfied all the terms and conditions of this Agreement to be complied with and satisfied by the Corporation at or prior to the Time of Closing;

(e) the Corporation will have caused a favourable legal opinion to be delivered by its counsel addressed to the Agents and the Subscribers with respect to such matters as the Agents may reasonably request relating to this transaction, acceptable in all reasonable respects to the Agents' Counsel, including substantially to the effect that:
- (i) the Corporation has been formed and is validly subsisting under the laws of its jurisdiction of formation and has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets and to perform its obligations hereunder;
- (ii) the Corporation has the corporate capacity and power to execute and deliver this Agreement and the Ancillary Documents and to perform its obligations hereunder and thereunder;
- (iii) this Agreement and the Ancillary Documents have been duly authorized, executed and delivered by the Corporation and are legally binding upon the Corporation and enforceable in accordance with their respective terms (subject to the Enforceability Qualifications and such other qualifications as are customary in such circumstances);
- (iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of this Agreement and the Ancillary Documents, and the performance of its obligations hereunder and thereunder and this Agreement and the Ancillary Documents have been duly executed and delivered by the Corporation;
- (v) the form and terms of the Broker Warrant Certificates have been approved by the board of directors of the Corporation;
- (vi) as to the authorized and issued capital of the Corporation (which opinion as to the number of outstanding Common Shares shall be based solely on a certificate of the transfer agent of the Corporation);
- (vii) the Unit Shares and the Warrants comprising the Offered Units, the Broker Warrants and the Warrant Shares have been duly authorized by the Corporation and the Unit Shares and the Warrant Shares have been reserved for issuance;
(viii) at the Time of Closing, the Unit Shares will be duly and validly issued, and the Warrants and the Broker Warrants will be duly and validly issued and created;
(ix) upon the due exercise of the Warrants or the Broker Warrants in accordance with the respective provisions thereof, the Warrant Shares will be duly issued as fully paid and non-assessable shares in the capital of the Corporation on payment of the purchase price therefor;
(x) the Exchange having accepted notice of the issuance of the Offered Units and having conditionally approved the listing of the Unit Shares and Warrant Shares, subject to the usual post-closing filings (which opinion shall be based solely on the Exchange Approval letter);
(xi) the execution and delivery of this Agreement and the Ancillary Documents, the fulfilment of the terms hereof and thereof, the issue, sale and delivery of the Unit Securities and Broker Warrants, do not constitute a default under, any applicable Laws or any term or provision of the Corporation's constating documents;
(xii) the offering, sale, issuance and delivery by the Corporation of: (a) the Unit Securities to the Subscribers, and (b) the Broker Warrants to the Agents, are exempt from the prospectus requirements of the Applicable Securities Laws of the Canadian Offering Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws of the relevant Canadian Offering Jurisdictions to permit such offering, sale, issuance and delivery, noting, however, the filing of customary private placement reports, fees or undertakings required to be filed under such Laws will be necessary;
(xiii) the issuance and delivery by the Corporation of the Warrant Shares upon due exercise of the Warrants in accordance with the Warrant Agreement or the Broker Warrants in accordance with the Broker Warrant Certificates, as applicable, will be exempt from the prospectus requirements of the Applicable Securities Laws of the Canadian Offering Jurisdictions and no documents are required to be filed, proceedings taken or approvals, permits, consents, orders or authorizations obtained under the Applicable Securities Laws of the relevant Canadian Offering Jurisdictions to permit such issuance and delivery;
(xiv) as to the first trade rights and restrictions relating to the Unit Securities, the Broker Warrants and the Warrant Shares under Applicable Securities Laws; and

(xv) the Corporation is a reporting issuer under Applicable Securities Laws in each of the Provinces of Alberta and British Columbia and is not on the list of defaulting issuers maintained under such legislation.

In giving such opinions, the Corporation's Counsel will be entitled to arrange for and rely, to the extent appropriate in the circumstances, upon local counsel, it being understood that certain of the opinions which are not matters of British Columbia, Ontario or Alberta law may be opined upon directly by local counsel, and that the Corporation's Counsel will not be required to also give such opinions, and will be entitled as to matters of fact not within their knowledge to rely upon a certificate of fact from public officials and/or responsible persons in a position to have knowledge of such facts and their accuracy, and such opinion will be subject to customary qualifications, assumptions, exceptions and reliances. The Corporation agrees, and the aforesaid legal opinion will expressly provide, that the Agents may deliver copies of the opinion to each of the addressees thereof;

(f) the Agents will have received a favourable legal opinion, dated the Closing Date and addressed to the Agents, from the Corporation's Chilean legal counsel, as to (i) the incorporation and existence of ATEX Valeriano, (ii) ATEX Valeriano having the requisite corporate power and capacity to own and lease its properties and assets and to conduct its business as presently carried on, and (iii) the registered ownership of the issued and outstanding shares of ATEX Valeriano, and as to such other legal matters which the Agents' Counsel may reasonably request;
(g) the Agents will have received a legal opinion, dated the Closing Date and addressed to the Agents, in form and substance acceptable to the Agents and the Agents' Counsel, acting reasonably, as to the title and ownership interests of the Project Option Grantor, and the interest of the Corporation and the Corporation Subsidiaries in the Valeriano Project and the registered Liens thereon (the "Valeriano Title Opinion");
(h) the Agents will have received a certificate dated the Closing Date signed by the Chief Executive Officer and the Chief Financial Officer of the Corporation or another officer acceptable to the Agents, in form and substance acceptable to Agents with respect to:
- (i) the constating documents of the Corporation;
- (ii) the resolutions of the directors of the Corporation relevant to the Offering, the Unit Securities, the Broker Warrants and the authorization of this Agreement and the Ancillary Documents; and
- (iii) the incumbency and signatures of signing officers of the Corporation;
(i) the Agents will have received certificates of status or compliance (or the equivalent) where issuable under applicable Law (and if available using

commercially reasonable efforts), for the Corporation and the Corporation Subsidiaries, each dated within two days of the Closing Date, or such other reasonable period as may be dictated by local requirements;

(j) the Corporation will have delivered to the Agents a certificate dated the Closing Date and signed by the Chief Executive Officer and Chief Financial Officer of the Corporation, certifying for and on behalf of the Corporation, and not in their personal capacities, with respect to the following matters:
- (i) the representations and warranties of the Corporation contained in this Agreement are true and correct in all material respects (or, if qualified by materiality, in all respects) as at the Time of Closing, with the same force and effect as if made on and as at the Time of Closing, except for such representations and warranties which are in respect of a specific date in which case such representations and warranties were true and correct, in all material respects (or, if qualified by materiality, in all respects), as of such date, after giving effect to the transactions contemplated by this Agreement;
- (ii) the Corporation having complied with all the covenants and satisfied all the terms and conditions of this Agreement to be complied with and satisfied by the Corporation at or prior to the Time of Closing;
- (iii) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation or prohibiting the sale of the Unit Securities, Broker Warrants or any of the Corporation's issued securities having been issued or, to the knowledge of such officers, threatened; and
- (iv) there having not occurred a Material Adverse Effect, or any change or development that would reasonably be expected to result in a Material Adverse Effect;
(k) the Corporation will have caused each of the directors and senior officers of the Corporation to enter into lock-up agreements in a form satisfactory to the Agents, acting reasonably, which will be negotiated in good faith and contain customary provisions, pursuant to which each such person agrees, for a period of 120 days after the Closing Date, not to directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, transfer, or otherwise dispose of or monetize the economic value of (or announce any intention to do any of the foregoing) any securities of the Corporation, whether now owned directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, subject to the following exceptions: (i) if the Corporation receives an offer, which has not been withdrawn, to enter into a transaction or arrangement, or proposed transaction or arrangement, pursuant to which, if entered into or completed substantially in accordance with its terms, a party could, directly

or indirectly acquire an interest (including an economic interest) in, or become the holder of, 100% of the total number of Common Shares in the Corporation, whether by way of takeover offer, scheme of arrangement, shareholder approved acquisition, capital reduction, share buyback, securities issue, reverse takeover, dual-listed company structure or other synthetic merger, transaction or arrangement; (ii) in respect of sales to affiliates or family members of such shareholder or any company, trust or other entity owned by or maintained for the benefit of the shareholder or family member of the shareholder (provided that the transferee provides an analogous lock-up agreement to the Agents); (iii) as a result of the death of such shareholder; or (iv) with the written consent of Desjardins, such consent not to be unreasonably withheld or delayed;

(l) at the Time of Closing, the Corporation will not be the subject of a cease trading order made by any Securities Commission which has not been rescinded;
(m) prior to the Time of Closing, the Agents, the Agents' Counsel and the Agents' technical consultants will have been provided with timely access to all information reasonably required to permit them to conduct a due diligence investigation of the Corporation and its consolidated business operations, properties, assets, affairs, prospects and financial condition, including access to management of the Corporation (including its qualified person(s) for purposes of NI 43-101), the Corporation's auditors, the authors of the Valeriano Technical Report and the Corporation's Counsel and representatives of the authors of the technical reports in connection with one or more due diligence sessions to be held prior to the Time of Closing; and
(n) the Agents not having exercised any rights of termination set out in Article 8.

ARTICLE 6 - CLOSING

6.1 The Closing will be held electronically at the offices of the Corporation's Counsel in the City of Vancouver, British Columbia at the Time of Closing or such other place, date or time as may be mutually agreed to; provided that if the Corporation has not been able to comply with any of the covenants or conditions set out herein required to be complied with by the Time of Closing or such other date and time as may be mutually agreed to, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses in accordance with Article 11, indemnity in accordance with Article 9, and contribution in accordance with Article 10.
6.2 At the Time of Closing, the Corporation will deliver to the Agents:
(a) certificates representing the Unit Securities to be settled through the Agents (or,if so requested by the Agents, electronic deposit of the Unit Securities in the manner so requested), and the Broker Warrant Certificates, each duly registered as the Agents may direct; and
(b) the requisite legal opinions and certificates as contemplated in Section 5.1.

against payment of the purchase price for the Unit Securities to be settled through the Agents by wire transfer or by certified cheque or bank draft and delivery of the Subscription Agreements (including applicable schedules thereto, properly completed and executed) and other documentation required to be provided by or on behalf of the Subscribers or the Agents pursuant to this Agreement or as may be required by Applicable Securities Laws or the rules of the Exchange.

6.3 The Corporation will, at the Time of Closing, and upon such payment of the purchase price for the Unit Securities to be settled through the Agents, pay the Agency Fee to the Agents. At the Time of Closing the Corporation will reimburse the Agents for all of their reasonable estimated expenses incurred up to the Closing Date, including the reasonable fees and disbursements of the Agents' Counsel (subject to the maximum fees contemplated by the Engagement Letter), and expenses incurred by the Agents related to marketing road shows (including travel expenses, hotel accommodations and meals), printing costs and such other expenses incurred by the Agents as are necessary and reasonable in connection with the Offering, subject to any adjustment when such actual expenses are finally determined, in accordance with Article 11 hereof.
6.4 It is understood that the Lead Agents may waive in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement on behalf of the Agents and Subscribers without prejudice to their rights in respect of any such terms and conditions or any other subsequent breach or non-compliance; provided that to be binding on the Agents and the Subscribers, any such waiver or extension must be in writing.
6.5 The Corporation acknowledges that it (and not the Agents) is responsible for delivery to the relevant Subscribers of the certificates evidencing the Unit Securities being purchased and settled directly with the Corporation.

ARTICLE 7 – COMPENSATION OF THE AGENTS

7.1 In consideration for the Agents' services, including acting as the Corporation's agents in arranging for the sale of the Offered Units and performing administrative work in connection with the sales of the Offered Units, the Corporation will pay to the Agents at the Time of Closing an aggregate cash commission (the "Agency Fee") equal to 6.0% of the aggregate gross proceeds of the Offered Units sold pursuant to the Offering, provided that the Agency Fee percentage for President's List purchases (to a maximum of $4,500,000 of such purchases) shall be 3.0%. In addition, the Corporation will issue to the Agents such number of broker warrants (the "Broker Warrants") as is equal to 6.0% of the number of Offered Units sold pursuant to the Offering, provided that the number of Broker Warrants (to a maximum of $4,500,000 of such purchases) shall be 3.0% of the number of Offered Units sold to Subscribers on the President's List. Each Broker Warrant will be exercisable for one (1) Common Share at an exercise price of $1.00 for a period of 12 months following the Closing Date.

ARTICLE 8– TERMINATION RIGHTS

8.1 It is understood that the Lead Agents may waive, in whole or in part, or extend the time for compliance with, any of the terms and conditions of this Agreement without prejudice to its rights in respect of any other of such terms and conditions or any other subsequent breach or non-compliance; provided, however, that to be binding on the Agents any such waiver or extension must be in writing and signed by the Lead Agents. No act of the Agents in offering the Offered Units will constitute a waiver or estoppel against the Agents.
8.2 Without limiting any of the foregoing provisions of this Agreement, and in addition to any other remedies which may be available to them, each Agent (on its own behalf and on behalf of its respective Subscribers) will be entitled, at its option, to terminate and cancel, without any liability, its obligations under this Agreement and those of its Subscribers, by giving written notice to the Corporation at any time through to the Time of Closing if:
- (a) the Agent is not satisfied with the results of its due diligence investigations carried out prior to the Time of Closing;
- (b) any order or ruling is issued, any inquiry, investigation or other proceeding (whether formal or informal) in relation to the Corporation or any of its directors or officers is made, threatened or announced by any officer or official of any stock exchange, Securities Commission or other Governmental Authority (other thanan order based solely upon the activities or alleged activities of the Agent) or any Law is promulgated or changed which operates to prevent or restrict trading in or distribution of the Unit Securities or any other securities of the Corporation;
- (c) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence of national or international consequence (including, without limitation, any natural catastrophe, any outbreak or escalation of war, hostilities or terrorism, any declared pandemic of a serious contagious disease, or national emergency or similar event) or any new Law or regulation is enacted (including a change in any existing Law or regulation), inquiry or other occurrence of any nature whatsoever (including the COVID-19 outbreak, to the extent that there is any material adverse development related thereto, or similar event or the escalation thereof) or any other event, action or occurrence of any nature whatsoever which, in the reasonable opinion of the Agent, materially and

adversely affects or may materially and adversely affect the financial markets in Canada generally or the consolidated business, affairs or capital of the Corporation;

(d) there should occur any material change or change in a material fact in respect of the Corporation (on a consolidated basis), or the Agent becomes aware of any undisclosed material fact relating to the Corporation of the nature contemplated in Section 4.1(i) (and for greater certainty, whether it arose before or after the date of this Agreement) which, in the reasonable opinion of the Agent, impacts materially and adversely on the marketability of the Offered Units;
(e) the Corporation is in material breach of any term, condition or covenant of this Agreement or any representation or warranty given by the Corporation in this Agreement becomes, is discovered to be or is materially false, and such material breach or such materially false representation (i) is in the reasonable opinion of the Agent not capable of being cured prior to the Time of Closing, (ii) would, at the Time of Closing, result in the failure of any condition precedent set out in Article 5 hereof, or (iii) has not been rectified to the satisfaction of the Agent (acting reasonably) within 48 hours of when the Agent (or any of them) provides written notice to the Corporation of the same; or
(f) if the Agent otherwise determines that the Offered Units cannot be profitably marketed, the occurrence or non-occurrence of any of the foregoing events or circumstances to be determined in the sole discretion of the Agent, acting reasonably and in good faith.
8.3 The Agent(s) will give prompt notice to the Corporation (in writing or by other means) of the occurrence of any of the events referred to in Section 8.2, provided that neither the giving nor the failure to give such notice will in any way affect the Agents' entitlement to exercise this right at any time through to the Time of Closing.
8.4 The Agents' rights of termination contained in this section are in addition to any other rights or remedies they may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement.
8.5 If the obligations of any of the Agents and their respective Subscribers are terminated under this Agreement pursuant to the termination rights provided for in Section 8.2, the Corporation's liabilities to the respective Agents will be limited to the Corporation's obligations under the indemnity, contribution and expense provisions of Articles 9, 10 and 11, respectively, of this Agreement.

ARTICLE 9 - INDEMNITY

9.1 The Corporation hereby covenants and agrees to protect, indemnify and hold each of the Agents and each of their affiliates and each of the partners, directors, officers and employees of the Agents (individually, an "Indemnified Party" and collectively, the "Indemnified Parties") harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to or defending any third-party claim that may be made against the Indemnified Party to which the Indemnified Party may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Corporation by the Indemnified Party hereunder or otherwise in connection with the matters referred to in this Agreement, including any sales to purchasers on the President's List, provided, however, that this indemnity shall not apply to the extent that a court of competent jurisdiction in a final judgment that has become nonappealable shall determine that:

(a) the Indemnified Party has been grossly negligent or dishonest or acted in bad faith, or have committed any fraudulent act (including fraudulent misrepresentation) in the course of such performance; and
(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were directly caused by the gross negligence, dishonesty or fraud referred to in (a).
9.2 If for any reason the foregoing indemnification is unavailable to an Indemnified Party or insufficient to hold them harmless, then the Corporation and Agents shall contribute to the aggregate of such losses, claims, costs, damages, expenses or liabilities (except loss of profit or consequential damage) of the nature provided for above such that the Agents shall be responsible for that portion represented by the percentage that the portion of the fees bear to the gross proceeds realized by the sale of the Units and the Corporation shall be responsible for the balance, provided that, in no event, shall the Agents be responsible for any amount in excess of the amount of the fees actually received by them. In the event that the Corporation may be entitled to contribution from the Indemnified Parties under the provisions of any statute or law, the Corporation shall be limited to contribution in any amount not exceeding the lesser of the portion of the amount of losses, claims, costs, damages, expenses and liabilities giving rise to such contribution for which each of the Agents are responsible and the amount of the fees received by each of the Agents.
9.3 The Corporation agrees to waive any right the Corporation might have of first requiring the Indemnified Party to proceed against or enforce any other right, power, remedy or security or claim payment from any other person before claiming under this indemnity.
9.4 Notwithstanding the foregoing, a party guilty of fraudulent misrepresentation shall not be entitled to contribution from the other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit proceeding against the other party under this provision, notify such party from whom contribution may be sought. In no case shall such party, from whom contribution may be sought, be liable under this Agreement unless such notice has been provided, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any other obligation it may have otherwise under this provision. The right of contribution provided herein shall be in addition and not in derogation of any other right to contribution which the Agents may have by statute or otherwise by law.
9.5 Promptly after receipt of notice of the commencement of any legal proceeding against an Indemnified Party or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Corporation, the Agents will notify the Corporation in writing of the commencement thereof and the Corporation will undertake the investigation and defence thereof on behalf of the Indemnified Party, as applicable, including the prompt employment of counsel acceptable to the Indemnified Party affected and the payment of all expenses. Failure to so notify the Corporation shall not relieve the Corporation from liability except and only to the extent that the failure materially prejudices the Corporation.
9.6 The Corporation agrees that in case any legal proceeding shall be brought against the Corporation or an Indemnified Party including any proceeding by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or any such authority shall investigate the Corporation or the Agent(s) and any Indemnified Party shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Corporation by the Indemnified Party; the Corporation shall be entitled but not obligated to participate in or assume the defense thereof; provided however, that the defense shall be through legal counsel acceptable to the Agent(s), acting reasonably. In addition, any Indemnified Party shall also have the right to employ separate counsel in any such action and participate in the defense thereof (and the fees of such counsel shall be borne by the Corporation) provided that:
- (a) the employment of separate counsel has been specifically authorized in writing by the Corporation;
- (b) the Indemnified Party has been advised by a written opinion of counsel that representation of both the Corporation on one hand, and the Indemnified Party on the other hand, by the same counsel would be inappropriate due to actual or potential differing interests; or

(c) the Corporation has failed, within a reasonable period of time after receipt of notice, to assume the defense of such action or claim;

provided that the Corporation shall not be required to assume the fees and expenses of more than one additional counsel in each applicable jurisdiction on behalf of all indemnified parties. Neither party shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, such consent to be properly considered and not to be unreasonably withheld.

9.7 The indemnity and contribution obligations of the Corporation shall be in addition to any liability which the Corporation may otherwise have, shall extend upon the same terms and conditions to the Indemnified Party and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Corporation, and any Indemnified Party. The foregoing provisions shall survive any termination of this Agreement or the completion of the performance of professional services rendered to the Corporation by the Indemnified Parties hereunder.
9.8 To the extent that any Indemnified Party is not a party to this Agreement, the Agents will obtain and hold the right and benefit of this section in trust for and on behalf of such Indemnified Party.

ARTICLE 10 - CONTRIBUTION

10.1 In the event that the indemnity provided for in Article 9 is declared by a court of competent jurisdiction to be illegal or unenforceable as being contrary to public policy or for any other reason, the Agents and the Corporation will contribute to the aggregate of all losses, claims, costs, damages, expenses or liabilities of the nature provided for above such that the Agents will be responsible for that portion represented by the percentage equal to the Agency Fee actually received by the Agents, and the Corporation will be responsible for the balance; provided that, in no event, will an Agent be responsible for any amount in excess of the portion of the Agency Fee actually received by such Agent. In the event that the Corporation may be held to be entitled to contribution from the Agents under the provisions of any statute or law, the Corporation will be limited to contribution from the Agents in an amount not exceeding the lesser of: (a) the portion of the full amount of losses, claims, costs, damages, expenses or liabilities giving rise to such contribution for which the Agents are responsible; and (b) the amount of the Agency Fee actually received by the subject Agent. Notwithstanding the foregoing, a person guilty of gross negligence, dishonesty, bad faith, fraud, fraudulent misrepresentation or wilful misconduct will not be entitled to contribution from any other party. Any party entitled to contribution will, promptly after receiving notice of commencement of any claim, action, suit or proceeding against such party in respect of which a claim for contribution may be made against another party or parties under this section, notify such party or parties from whom contribution may be sought, but the omission to so notify such party will not relieve the party from whom contribution may be sought from any obligation it may have otherwise under this section, except to the extent that the party from whom contribution may be sought is prejudiced by such omission. The right to contribution provided herein will be in addition and not in derogation of any other right to contribution which the Agents may have by statute or otherwise by law.

ARTICLE 11 - EXPENSES

11.1 Whether or not the Offering is completed, the Corporation will be responsible for all expenses incurred from time to time in connection with the Offering including the Agents' reasonable out-of-pocket expenses, all reasonable fees and disbursements of legal counsel to the Agents (subject to the maximum fees contemplated by the Engagement Letter), and any other advisors retained by the Agents with the prior consent of the Corporation, such consent not to be unreasonably withheld. The Corporation will also be responsible for any exigible HST on the foregoing amounts. The Corporation covenants and agrees to fully reimburse the Agents from time to time for such reasonable expenses as soon as practical following thereceipt by the Corporation of one or more invoices.

ARTICLE 12 - SURVIVAL OF WARRANTIES AND REPRESENTATIONS

12.1 All warranties and representations of the Agents herein contained will survive the purchase by the Subscribers of the Offered Units and will continue in full force and effect for the benefit of the Corporation until the Survival Limitation Date. All warranties and representations of the Corporation herein contained or contained in documents submitted or required to be submitted pursuant to this Agreement will survive the purchase by the Subscribers of the Offered Units and will continue in full force and effect (with respect to representations and warranties, as to their truth and accuracy as at the Time of Closing) for the benefit of the Agents and the Subscribers until the Survival Limitation Date.

ARTICLE 13 - ADVERTISEMENTS AND PRESS RELEASES

13.1 The Corporation and the Agents each agree the Corporation will provide to the Agents, in advance any press release concerning the Offering and the Corporation will give effect to any changes reasonably and timely requested by the Agents. The Corporation will also ensure that any press release concerning the Offering complies with Applicable Securities Law. At the request of the Agents, and to the extent permitted by Law, the Corporation will ensure the Agents are disclosed as the agents for the Offering in any press release relating to the Offering.
13.2 At the completion of the Offering, and to the extent permitted by Law, the Agents may, at their sole expense and upon consultation with the Corporation, place advertisements or announcements in any newspapers, periodicals or other publications, or otherwise disclose to third parties, that they acted as agent in connection with the Offering (andas to the Agents' role).

13.3 No press release will be issued in the United States by the Corporation concerning the Offering during the Offering, and any press release issued by the Corporation concerning the Offering will include substantially the following legends and will comply with Rule 135e under the U.S. Securities Act:

"Not for distribution to United States news wire services or dissemination in the United States;" and

"The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or any U.S. state securities laws, and may not be offered or sold in the "United States" or to "U.S. persons" (as such terms are defined in Regulation S under the U.S. Securities Act) absent registration under the U.S. Securities Act and any applicable U.S. state securities laws or compliance with an applicable exemption from such registration requirements. This press release will not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful."

ARTICLE 14 – CONFLICT OF INTEREST

14.1 The Corporation: (i) acknowledges and agrees that the each of the Agents have certain statutory obligations as registrants under the Applicable Securities Laws and have fiduciary relationships with their clients; and (ii) consents to the Agents acting hereunder while continuing to act for its clients. To the extent that any of the Agents' statutory obligations as registrant under the Applicable Securities Laws or fiduciary relationships with their clients conflict with their obligations hereunder, such Agent will be entitled to fulfil its statutory obligations as registrant under the Applicable Securities Laws and its fiduciary duties to its clients. Nothing in this Agreement will be interpreted to prevent any of the Agents from fulfilling their statutory obligations as registrant under the Applicable Securities Laws or to satisfy their fiduciary duties to their clients.

ARTICLE 15 – OBLIGATIONS OF THE AGENTS

15.1 In performing their respective obligations under this Agreement, the Agents shall be acting severally and neither jointly nor jointly and severally. Nothing in this Agreement is intended to create any relationship in the nature of a partnership, or joint venture among any of the Agents. The Agents' respective obligations and rights and benefits hereunder shall be as to the following percentages:

Desjardins Securities Inc.	40.0%
Paradigm Capital Inc.	35.0%

Cormark Securities Inc.	15.0%
Canaccord Genuity Corp.	10.0%

ARTICLE 16– AUTHORITY OF THE AGENTS

16.1 The Corporation will be entitled to and will act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by Desjardins, which will represent the Agents and have authority to bind the Agents hereunder, other than with respect to any of the matters contemplated by Articles 8, 9, and 15 hereof. In all cases, Desjardins will use its commercially reasonable efforts to consult with the other Agents prior to taking any action contemplated herein.

ARTICLE 17– GENERAL CONTRACT PROVISIONS

17.1 Except as expressly provided for in this Agreement, the covenants and agreements of the Corporation contained herein and in the Subscription Agreements which by their nature are required to be completed after the Time of Closing will survive the purchase by the Subscribers of the Offered Units and will continue in full force and effect, regardless of the closing of the sale of the Offered Units and regardless of any investigation which may be carried on by the Agents, or on their behalf. Without limitation of the foregoing, the provisions contained in this Agreement in any way related to the indemnification or the contribution obligations will survive and continue in full force and effect, indefinitely, subject only to the limitation requirements of applicable law.
17.2 Any notice or other communication to be given hereunder will be in writing and will be given by delivery or by electronic transmission, as follows:
- (a) to the Corporation at:

ATEX Resources Inc. 25 Adelaide Street East, Suite 1900 Toronto, ON M5C 3A1

Attention: Dr. Raymond Jannas, Chief Executive Officer and Director Email: [personal email redacted]

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

Stikeman Elliott LLP 666 Burrard St, Suite 1700 Vancouver, BC V6C 2X8

Attention: Quentin Markin Email: [personal email redacted] (b) to the Agents:

Desjardins Securities Inc. 25 York Street, Suite 1000 Toronto, ON M5J 2V5

Attention: Taylor Bruch Email: [personal email redacted]

Paradigm Capital Inc. 95 Wellington Street West, Suite 2101 Toronto, ON M5J 2N7

Attention: Kevin O'Flaherty Email: [personal email redacted]

Cormark Securities Inc. 200 Bay Street, Suite 1800 Toronto, ON M5J 2J2

Attention: Kevin Carter Email: [personal email redacted]

Canaccord Genuity Corp. 609 Granville Street, Suite 2100 Vancouver, BC V7Y 1H2

Attention: David Sadowski Email: [personal email redacted]

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

Wildeboer Dellelce LLP 365 Bay Street, Suite 800 Wildeboer Dellelce Place Toronto, ON M5H 2V1

Attention: Michael Rennie Email: [personal email redacted]

and if so given, any such notice, direction or other instrument, if delivered personally, will be deemed to have been given and received on the day on which it was delivered, provided that if such day is not a Business Day then the notice, direction or other instrument will be deemed to have been given and received on the first Business Day next following such day, and if transmitted by email, will be deemed to have been given and received on the day of its transmission, provided

that if such day is not a Business Day or if it is transmitted after the end of normal business hours then the notice, direction or other instrument will be deemed to have been given and received on the first Business Day next following the day of such transmission. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address.

17.3 This Agreement and the other documents herein referred to constitute the entire agreement between the Agents and the Corporation relating to the subject matter hereof and (except as otherwise provided below) supersedes all prior agreements between the Agents and the Corporation with respect to their respective rights and obligations in respect of the Offering, including the Engagement Letter.
17.4 Time will be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.
17.5 The parties hereto covenant and agree to sign such other documents, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every provision of it.
17.6 No party to this Agreement may assign this Agreement, any part hereof or its rights hereunder without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall enure to the benefit of and be binding upon the parties hereto and their respective successors and permitted assigns.
17.7 In the event that any provision or part of this Agreement will be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. If, in any judicial proceeding, any provision of this Agreement is found to be so broad as to be unenforceable, it is hereby agreed that such provision shall be interpreted to be only so broad as to be enforceable.
17.8 The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.
17.9 This Agreement may be executed by any one or more of the parties in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. The transmission by facsimile or pdf of a copy of the execution page hereof reflecting the execution of this Agreement by any party hereto shall be effective to evidence that party's intention to be bound by this Agreement and that party's agreement to

the terms, provisions and conditions hereof, all without the necessity of having to produce an original copy of such execution page.

[Execution Page Follows]

IN WITNESS WHEREOF the parties have executed this Agreement.

ATEX RESOURCES INC.

Per: (signed) "Dr. Raymond Jannas" Name: Dr. Raymond Jannas Title: Chief Executive Officer and Director

DESJARDINS SECURITIES INC.

Per: (signed) "Taylor Bruch" Name: Taylor Bruch Title: Director, Investment Banking

PARADIGM CAPITAL INC.

Per: (signed) "Kevin O'Flaherty" Name: Kevin O'Flaherty Title: Managing Director, Investment Banking

CORMARK SECURITIES INC.

Per: (signed) "Kevin Carter" Name: Kevin Carter Title: Managing Director, Investment Banking

CANACCORD GENUITY CORP.

Per: (signed) "David Sadowski" Name: David Sadowski Title: Managing Director, Investment Banking

SCHEDULE "A"

DETAILS OF MINING CLAIMS

VALERIANO PROJECT- S.C.M VALLENO.

Valeriano Project, Exploitation Constituted Mining Tenements.
Number	Concession Name	Folio	Number	Year	Owner	Registrar	Registry
1.	Huasco 1/201	304	78	2010	S.C.M. Valleno	Vallenar	Property
2.	Salado 1/202	306	80	2010	S.C.M. Valleno	Vallenar	Property
3.	Mulchen 1/303	305	79	2010	S.C.M. Valleno	Vallenar	Property
4.	Baker 1/304	300	74	2010	S.C.M. Valleno	Vallenar	Property
5.	Esteban I 1/305	311	85	2010	S.C.M. Valleno	Vallenar	Property
6.	Alondra 1/306	309	83	2010	S.C.M. Valleno	Vallenar	Property
7.	Tolita I 1/107	310	84	2010	S.C.M. Valleno	Vallenar	Property

1 Huasco 1/20, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

2Salado 1/20, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

3Mulchen 1/30, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

4Baker 1/30. contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

5Esteban I 1/30, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

6Alondra 1/30, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

7 Tolita I 1/10, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

Valeriano Project, Exploitation Constituted Mining Tenements.
Number	Concession Name	Folio	Number Year		Owner	RegistrarRegistry

8.	Calle-Calle 1/208	308	82	2010	S.C.M. Valleno	Vallenar	Property
9.	Danko 1/309	298	72	2010	S.C.M. Valleno	Vallenar	Property
10.	Bio-Bio 1/2010	307	81	2010	S.C.M. Valleno	Vallenar	Property
11.	Pascua 1/3011	301	75	2010	S.C.M. Valleno	Vallenar	Property
12.	Yelcho 1/2812	303	77	2010	S.C.M. Valleno	Vallenar	Property
13.	Bandy 1/3013	297	71	2010	S.C.M. Valleno	Vallenar	Property
14.	Palena 1/2714	302	76	2010	S.C.M. Valleno	Vallenar	Property
15.	Asja 1/2015	299	73	2010	S.C.M. Valleno	Vallenar	Property

8Calle-Calle 1/20, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

9Danko 1/30, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

10Bio-Bio 1/20, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

11 Pascua 1/30, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

12 Yelcho 1/28, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

13 Bandy 1/30, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

14 Palena 1 /27, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

15Asja 1/20, contains a marginal note on its enrollment, regarding: (i) An Exploration, Society Incorporation Promise and Unilateral Option Agreement of mining concessions, between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 125, number 25 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; (ii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, registered under data Folio 144 turn, number 26 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019; and (iii) A Royalty agreement between Atex Valeriano SpA and S.C.M Valleno, in favor of SBX Asesorías e Inversiones Limitadas, registered under data Folio 148, number 27 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2019. Additionally, the registration has an additional marginal note, regarding a modification to the agreement described previously in number (i), registered under data Folio 7 number 2 of the Mortgages and Encumbrances Registry of the Mining Registrar of Vallenar, corresponding to the year 2020.

Valeriano Project, Exploration Mining Tenements.
	Numberncession Name	Folio	Number Year		Owner	Registrar	Registry

1.	Escondido 1B	697	219	2022	S.C.M. Valleno	Alto del	Discoveries
						Carmen
2.	Escondido 2B	680	241	2022	S.C.M. Valleno	Alto del	Discoveries
						Carmen

SCHEDULE "B"

DETAILS AS TO OUTSTANDING CONVERTIBLE SECURITIES

	Number
Warrants at $0.20 until April 2024	8,044,444
Warrants at $0.40 until January/February 2023	2,920,333
Warrants at $0.30 until November 23, 2022	9,156,860
Warrants at $0.22 until December 2, 2024	57,803,073
Warrants at $0.40 until December 31, 2024	1,000,000
Stock options -avg. price of $0.38–expiry May 2024 toJune 2027	5,660,000

Number of Warrants	Exercise Price$	Expiry Date
8,044,444	0.20	April 29, 2024
2,920,333	0.40	January 31or February 20, 2023
9,156,860	0.30	November 23, 2022
57,803,073	0.22	December 2, 2024
1,000,000	0.40	December 31,2024
78,924,710

Date Granted	Number of Options	Exercise Price$	Expiry Date
May 8, 2019	865,000	0.25	May 8, 2024
June 1, 2020	40,000	0.15	June 1, 2025
June 10, 2020	250,000	0.15	June 10, 2025
January 4, 2021	1,125,000	0.25	January 4, 2026
January 28, 2021	100,000	0.35	January 28, 2026
December 16, 2021	2,245,000	0.36	December 16, 2026
June 16, 2022	1,035,000	0.72	June 16, 2027
	5,660,000

SCHEDULE "C"

INTERESTS IN CORPORATION SUBSIDIARIES

1. Atex Chile SpA

Incorporated in Chile on June 14, 2019, Atex Chile has share capital of US$10,000, divided into 100 ordinary shares, all of which are issued and legally and beneficially owned by the Corporation. Its address is Avenida Kennedy 5757, Torre Oriente, of. 508, Las Condes, city of Santiago.

2. Atex Valeriano SpA

Incorporated in Chile on June 7, 2019, Atex Valeriano has share capital of US$10,000, divided into 100 ordinary shares, all of which are issued and legally and beneficially owned by the Corporation. Its address is Avenida Kennedy 5757, Torre Oriente, of. 508, Las Condes, city of Santiago.

AI assistant

ATEX Resources Inc. Capital/Financing Update 2022

44177_rns_2022-08-25_80f84c24-34f1-4b1e-8747-212b0d077870.pdf

AGENCY AGREEMENT

Attention: Dr. Raymond Jannas, Chief Executive Officer and Director

ARTICLE 1- INTERPRETATION

ARTICLE 2 - PURCHASE, SALE AND DISTRIBUTION

ARTICLE 3 - REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations, Warranties, Covenants and Acknowledgements of the Agents

3.2 Representations, Warranties and Covenants of the Corporation

ARTICLE 4 - ADDITIONAL COVENANTS OF THE CORPORATION

ARTICLE 5 - CONDITIONS TO CLOSING

ARTICLE 6 - CLOSING

ARTICLE 7 – COMPENSATION OF THE AGENTS

ARTICLE 8– TERMINATION RIGHTS

ARTICLE 9 - INDEMNITY

ARTICLE 10 - CONTRIBUTION

ARTICLE 11 - EXPENSES

ARTICLE 12 - SURVIVAL OF WARRANTIES AND REPRESENTATIONS

ARTICLE 13 - ADVERTISEMENTS AND PRESS RELEASES

ARTICLE 14 – CONFLICT OF INTEREST

ARTICLE 15 – OBLIGATIONS OF THE AGENTS

ARTICLE 16– AUTHORITY OF THE AGENTS

ARTICLE 17– GENERAL CONTRACT PROVISIONS

ATEX RESOURCES INC.

DESJARDINS SECURITIES INC.

PARADIGM CAPITAL INC.

CORMARK SECURITIES INC.

CANACCORD GENUITY CORP.

SCHEDULE "A"

DETAILS OF MINING CLAIMS

VALERIANO PROJECT- S.C.M VALLENO.

SCHEDULE "B"

DETAILS AS TO OUTSTANDING CONVERTIBLE SECURITIES

SCHEDULE "C"

INTERESTS IN CORPORATION SUBSIDIARIES

1. Atex Chile SpA

2. Atex Valeriano SpA

AI assistant

ATEX Resources Inc. — Capital/Financing Update 2022

44177_rns_2022-08-25_80f84c24-34f1-4b1e-8747-212b0d077870.pdf

AGENCY AGREEMENT

Attention: Dr. Raymond Jannas, Chief Executive Officer and Director

ARTICLE 1- INTERPRETATION

ARTICLE 2 - PURCHASE, SALE AND DISTRIBUTION

ARTICLE 3 - REPRESENTATIONS, WARRANTIES AND COVENANTS

3.1 Representations, Warranties, Covenants and Acknowledgements of the Agents

3.2 Representations, Warranties and Covenants of the Corporation

ARTICLE 4 - ADDITIONAL COVENANTS OF THE CORPORATION

ARTICLE 5 - CONDITIONS TO CLOSING

ARTICLE 6 - CLOSING

ARTICLE 7 – COMPENSATION OF THE AGENTS

ARTICLE 8– TERMINATION RIGHTS

ARTICLE 9 - INDEMNITY

ARTICLE 10 - CONTRIBUTION

ARTICLE 11 - EXPENSES

ARTICLE 12 - SURVIVAL OF WARRANTIES AND REPRESENTATIONS

ARTICLE 13 - ADVERTISEMENTS AND PRESS RELEASES

ARTICLE 14 – CONFLICT OF INTEREST

ARTICLE 15 – OBLIGATIONS OF THE AGENTS

ARTICLE 16– AUTHORITY OF THE AGENTS

ARTICLE 17– GENERAL CONTRACT PROVISIONS

ATEX RESOURCES INC.

DESJARDINS SECURITIES INC.

PARADIGM CAPITAL INC.

CORMARK SECURITIES INC.

CANACCORD GENUITY CORP.

SCHEDULE "A"

DETAILS OF MINING CLAIMS

VALERIANO PROJECT- S.C.M VALLENO.

SCHEDULE "B"

DETAILS AS TO OUTSTANDING CONVERTIBLE SECURITIES

SCHEDULE "C"

INTERESTS IN CORPORATION SUBSIDIARIES

1. Atex Chile SpA

2. Atex Valeriano SpA

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ATEX Resources Inc. Capital/Financing Update 2022