Atha Energy Corp.

ATHABASCA BASIN PROPERTIES

SALE AND PURCHASE AGREEMENT

BETWEEN

THE NEW SASKATCHEWAN SYNDICATE

- AND –

ATHA ENERGY CORP.

DATED AS OF SEPTEMBER 20, 2022

ARTICLE 1. DEFINITIONS .......................................................................................................... 2 ARTICLE 2. SALE AND PURCHASE ......................................................................................... 5 ARTICLE 3. REPRESENTATIONS AND WARRANTIES ......................................................... 6 ARTICLE 4. PURCHASER’S COVENANTS ............................................................................ 11 ARTICLE 5. VENDORS’ COVENANTS ................................................................................... 12 ARTICLE 6. SECURITIES LAW MATTERS ............................................................................ 12 ARTICLE 7. CONDITIONS PRECEDENT ................................................................................ 13 ARTICLE 8. CLOSINGS ............................................................................................................. 14 ARTICLE 9. TERMINATION ..................................................................................................... 16 ARTICLE 10. PUBLIC DISCLOSURE ....................................................................................... 17 ARTICLE 11. ARBITRATION .................................................................................................... 17 ARTICLE 12. NOTICES .............................................................................................................. 18 ARTICLE 13. INDEMNIFICATION, REMEDIES, SURVIVAL .............................................. 19 ARTICLE 14. GENERAL TERMS AND CONDITIONS........................................................... 20 SCHEDULE A THE CARRIED INTERESTS .......................................................................... A-1 SCHEDULE B THE NSS PROPERTIES ..................................................................................B-1 SCHEDULE C COMMON SHARES OF THE PURCHASER AUTHORIZED FOR ISSUANCE ..............................................................................................C-1 SCHEDULE D ROYALTY AND PARTICIPATION AGREEMENT .................................... D-1 SCHEDULE E PERMITTED ENCUMBRANCES .................................................................... E-1

ATHABASCA BASIN PROPERTIES

SALE AND PURCHASE AGREEMENT

THIS AGREEMENT is made as of September 20, 2022,

BETWEEN:

THE NEW SASKATCHEWAN SYNDICATE , an unincorporated joint venture comprising Matthew J. Mason and Timothy A. Young, of 1[[Address] 910 - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2

(“ Mason ” and “ Young ”, respectively, and collectively the “ Vendors ”)

OF THE FIRST PART

AND:

ATHA ENERGY CORP. , a company incorporated under the laws of the Province of British Columbia and having an office at Suite 1600 – 609 Granville Street, Vancouver, British Columbia V7Y 1C3

(the “ Purchaser ”)

OF THE SECOND PART

RECITALS:

A. WHEREAS the Vendors hold a diversified portfolio of interests in mineral properties in Alberta and Saskatchewan, comprised of: (a) a 10% carried interest in certain properties owned and operated by NexGen Energy Ltd. (“ NexGen ”) and Isoenergy Ltd. (“ Iso ”), (collectively the “ Carried Interests ”), as further set out in Schedule A hereto; and (b) 100% or majority interests in a substantial acreage prospective for uranium discovery (the “ NSS Properties ”), as further set out in Schedule B hereto;
B. AND WHEREAS the Vendors have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendors all of the Vendors’ interest, right and title in the Carried Interests and the NSS Properties, subject to the retention by the Vendors of a 2% net smelter returns/gross overriding royalty and a 10% carried interest in the NSS Properties (as further set out herein) on the terms and subject to the conditions set forth in this Agreement;

THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements hereinafter set forth, the Parties hereto agree as follows:

40770.164423.GHS.22029296.1

ARTICLE 1. DEFINITIONS

“ $” means Canadian dollars.

“ Acquisitions Advance ” shall have the meaning set out in Subsection 2.1(e).

“ Additional Properties ” shall have the meaning set out in Subsection 2.1(e).

“ Affiliate ” means any person, partnership, limited liability company, joint venture, corporation, or other form of enterprise that directly or indirectly controls, or is controlled by or is under common control with, a Party. The term “ control ” as used herein means the rights to the exercise of, directly or indirectly, more than 50% of the voting rights attributable to the shares or ownership interests of the controlled entity.

“ Agreement ” means this Agreement and the Schedules attached hereto.

“ Arbitration Decision ” shall have the meaning set out in Section 11.2.

“ Business Day ” means a day which is not a Saturday or Sunday or a statutory holiday in the Province of British Columbia.

“ Carried Interests ” shall have the meaning set out in Schedule A - The Carried Interests.

“ Common Shares ” shall have the meaning set out in Section 2.1(d).

“ Consideration Shares ” shall have the meaning set out in Section 2.1(d).

“ Disclosure Record ” shall have the meaning set out in Section 3.4(i).

“ dispute ” shall have the meaning set out in Section 11.1.

“Effective Date ” means the date of this Agreement that is written above.

“ Encumbrances ” means any mortgage, charge, pledge, lien, licence, privilege, security interest, royalty, encumbrance, claim or right or interest attaching to or affecting property, in each case whether registered or unregistered, and whether arising by agreement, statute or otherwise under applicable Laws.

“ Environmental Laws ” means all Laws relating to the protection of health or the environment resulting from the exploration, mining, operation, reclamation or restoration of the NSS Properties, including but not limited to the following: abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or

transport of pollutants, contaminants, chemicals or industrial, toxic or hazardous substances, radioactive materials or hazardous wastes.

“ Exchange ” shall have the meaning set out in Section 7.3(c).

“ dispute ” shall have the meaning set out in Section 11.1.

“ Financing ” means one or more equity financings undertaken by the Purchaser since the date of the Term Sheet to raise aggregate gross proceeds of not less than $30,000,000.

“ Financing Closing ” means the final closing of the Financing; provided, however, that if the Financing (or any part thereof) is completed by way of an issuance of subscription receipts, then, except for the purposes of the payment referenced in Section 2.1(e), “Financing Closing” shall be deemed to refer to the date that all escrow release conditions with respect to such subscription receipts have been satisfied and the corresponding escrowed funds have been released to the Purchaser.

“Financing Closing Outside Date ” means that date which is no later than 75 days following the Effective Date; provided, however, that if the Financing (or any part thereof) is completed by way of an issuance of subscription receipts, the Financing Closing Outside Date shall mean the date of issuance of the subscription receipts and not the date that the corresponding escrowed funds have been released to the Purchaser.

“ First Deposit ” shall have the meaning set out in Subsection 2.1(c)(i).

“ Governmental Agency ” means any federal, provincial, state, regional, municipal or other government, governmental department, agency, authority or body (whether administrative, legislative, executive or otherwise), court, tribunal, commission or commissioner, bureau, minister or ministry, board or agency.

“ Indemnities ” shall have the meaning set out in Section 13.4.

“[Contract descriptions] Isoenergy Agreement ” means the Agreement to be Bound dated July 5, 2017, among Isoenergy Mason and Young.

“[ Contract descriptions] on Agreement ” shall have the meaning set out in Subsection 4.1(a)(ii).

“ Law ” or “ Laws ” means all applicable federal, state and local laws (statutory and common), rules, ordinances, treaties, regulations, judgments, decrees, and other valid governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature.

“ Net Smelter Returns ” shall have the meaning set out in Schedule D.

“[Contract descriptions] NexGen Agreement ” means the Agreement to be Bound dated July 5, 2017, among NexGen Energndg.

“[Contract descriptions] tion Agreement ” shall have the meaning set out in Subsection 4.1(a)(i).

“ NSS Properties ” means the interests held by the Vendors in those mineral tenures set out in Schedule B hereof.

“ Party ” means a party to this Agreement and its successors and assigns.

“ Permitted Encumbrances ” means the Encumbrances listed in Schedule E.

“ Purchase Price ” shall have the meaning set out in Section 2.1.

“ Regulatory Approvals ” means all third party approvals required to be obtained prior to either the Financing Closing or the Transaction Closing, including without limitation all required approvals of a stock exchange having jurisdiction.

“ Royalty ” shall have the meaning set out in Schedule D.

“ Second Deposit ” shall have the meaning set out in Subsection 2.1(c)(ii).

“ Term Sheet ” means that certain term sheet executed by the Parties and dated on or about January 11, 2022.

“Transaction Closing ” means the closing of the transactions set out herein, including, without limitation, the public listing of the Purchaser’s shares (including the Consideration Shares) on the Exchange other than the Financing.

“ Transaction Closing Date ” means that date that is no later than 30 days following the Financing Closing.

“ Underlying Agreements ” means those agreements pursuant to which certain of the NSS Properties were acquired, namely:

  - (i) [[Contract descriptions]ay 15, 2015, between the Saskatchewan Syndicate and Star Minerals Group Ltd. with respect to the Collins Property;

  - (ii) a[Contract descriptions]a  25, 2021, between the Saskatchewan Syndicate and Uravan Minerals Inc. with respect to the Outer Ring Property;

  - (iii) a[Contract descriptions]atween the Saskatchewan Sydicate and Niocorp Developments Ltd. with respect to the Archie Lake Proper                      ty.

1.2 Attached to and forming part of this Agreement are the following Schedules:
Schedule A - The Carried Interests
Schedule B - The NSS Properties
Schedule C - Common Shares of the Purchaser Authorized for Issuance
Schedule D - Royalty and Participation Agreement

Schedule E - Permitted Encumbrances

ARTICLE 2. SALE AND PURCHASE

2.1 Upon and subject to the terms and conditions set out in this Agreement, the Purchaser hereby agrees to purchase from the Vendors:
(a) The Vendors’ entire interest, being a 100% interest, in the Carried Interests, and
(b) The Vendors’ entire interest in the NSS Properties, in consideration of:
(c) $2,000,000 cash, to be paid:
- (i) as to $200,000 (the “ First Deposit ”) forthwith following the execution of the Term Sheet (the prior receipt of which is hereby acknowledged by the Vendors);
- (ii) as to $800,000 (the “ Second Deposit ”) forthwith on the execution and delivery of this Agreement (the prior receipt of which is hereby acknowledged by the Vendors, and which cash payment is nonrefundable), and
- (iii) as to $1,000,000 to be paid at the Financing Closing;
(d) subject to compliance with Law, issuance and delivery to the Vendors or persons nominated by the Vendors of such number of Common shares in the capital of the Purchaser (the “ Common Shares ”) as represents not less than 30% of the issued and outstanding Common Shares of the Purchaser on the Financing Closing, calculated on a fully diluted basis (the “ Consideration Shares ”); and
(e) $3,000,000 cash to be made available to the Vendors at the Financing Closing (the “ Acquisitions Advance ”) to be used by the Vendors for the purpose of acquiring additional prospective uranium exploration properties (the “ Additional Properties ”) on behalf of and for the benefit of the Purchaser in accordance with Section 8.2 (on acquisition by the Purchaser, such properties to be automatically subject to the Royalty, and a 10% Carried Interest to be held by the Vendors, on the terms and conditions set out in the Royalty and Participation Agreement set out in Schedule D hereto,

collectively, the “ Purchase Price ”.

2.2 On the Financing Closing, the Purchaser shall grant to the Vendors:
(a) a 2% Royalty; and
(b) a 10% Carried Interest,

in and to the NSS Properties, on the terms and conditions set out in the Royalty and Participation Agreement set out in Schedule D hereto.

2.3 The Financing Closing and the Transaction Closing will take place via electronic document exchange where reasonably practicable and otherwise at the offices of Lawson Lundell LLP, 16th Floor, 925 West Georgia Street, Vancouver, B.C., V6C 3L2, the “ Time of Financing Closing ” and “ Date of Financing Closing ” means the time and the day on which the Financing Closing takes place, and the “ Time of Transaction Closing ” and “Date of Transaction Closing ” means the time and the day on which the Transaction Closing takes place.

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

3.1 Mason and Young hereby severally, and not jointly and severally, represent and warrant to the Purchaser that:
(a) they are collectively the beneficial owners of, exercise control and direction over, and have good and marketable title to, a 100% interest in the Carried Interests and the NSS Properties, free and clear of, and from, all Encumbrances except the Permitted Encumbrances;
(b) to the best of their knowledge, each of the NexGen Agreement and the Isoenergy Agreement is in full force and effect and is in good standing;
(c) to the best of their knowledge, each of the Underlying Agreements is in good standing and there is no default or violations thereunder on the part of the Vendors or on the part of any other party to any of the NexGen Agreement or the Isoenergy Agreement, as applicable;
(d) to the best of their knowledge, each of the mineral tenures comprising the NSS Properties has been validly and properly staked and located and is now duly recorded and in good standing in accordance with the laws in effect in the jurisdiction in which they are situated;
(e) each of Mason and Young has the right, power, authority and capacity to own his respective interest in the NSS Properties and the Carried Interest, to execute and deliver any agreement or instrument referred to or contemplated herein, and is legally entitled to hold his interest in the NSS Properties and the Carried Interest under applicable laws;
(f) the Vendors are not engaged in and have not been provided with any notice of intent to proceed with any litigation or arbitration proceedings in respect of the NSS Properties, the Carried Interest or any part thereof, or arising out of claims for personal injury or property damage of a material nature relating thereto;
(g) to the best of their knowledge, there are no financial encumbrances encumbering the NSS Properties which may have been used as collateral or security;

(h) to the best of their knowledge, all fees, taxes, assessments, rentals, levies or other payments required to be made relating to the NSS Properties have been made;
(i) other than this Agreement, there are no outstanding agreements or options to acquire or purchase the NSS Properties, the Carried Interests or any portion thereof or any interest therein;
(j) the Vendors are not aware of any pending or threatened notice of non-compliance or other similar regulatory action pursuant to any Environmental Laws, nor are the Vendors aware of any circumstance that may give rise to any such notice of non-compliance or other similar regulatory action pursuant to any Environmental Laws;
(k) the Vendors have not received from any government or regulatory authority, any notice of or communication relating to any actual or alleged environmental claims with respect to the NSS Properties, and, to the best of their knowledge, there are no outstanding work orders or actions required to be taken relating to environmental matters respecting the NSS Properties or any operations carried out on the NSS Properties;
(l) the entering into this Agreement by the Vendors does not conflict with any applicable Law nor does it conflict with, or result in a breach of or accelerate the performance required by any contract or other commitment to which either of the Vendors is a party or by which he is bound;
(m) the execution, delivery and performance of this Agreement and consummation of the transactions contemplated hereby will not:
(i) result in a default under any indenture, mortgage, loan agreement or other agreement or instrument to which either of the Vendors is a party or by which either Vendor or any of its properties are bound, and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by either of the Vendors,
(ii) result in the creation or imposition of any restriction or Encumbrance of any nature whatsoever in favour of a third party upon or against the Vendors’ assets, and
(iii) violate any Law, regulation or applicable order of any court, arbitrator or Governmental Agency;
(n) this Agreement has been duly executed and delivered by it and is valid and binding upon it in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium, or other similar applicable Laws presently or hereinafter in effect affecting the enforcement of Vendors’ rights generally;

(o) no consents, approvals or other authorizations of any Party are required to be obtained by it in connection with the execution and delivery or the performance by it of this Agreement or the transactions contemplated hereby;
(p) there are no outstanding rights, agreements, options or other obligations, or understandings capable of becoming rights, agreements, options or obligations, to acquire any right, title or interest in or to the Carried Interests or to grant any interest in or Encumbrance against the NSS Properties, save and except the Permitted Encumbrances;
(q) no Person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any minerals, metals or any other product mined, produced, removed or otherwise recovered from the NSS Properties, other than pursuant to the Underlying Agreements and as mandated under applicable Laws; and
(r) to the best of its knowledge, all taxes, assessments, rentals, levies and other payments, as well as all reports, relating to the NSS Properties and required to be made, performed and filed to and with any Governmental Agency in order to maintain the NSS Properties in good standing have been so made, performed or filed, as the case may be.
3.2 The representations and warranties hereinbefore set out are conditions upon which the Purchaser has relied on entering into this Agreement and shall survive the Transaction Closing Date by a period of twelve months.
3.3 Other than as set out in Section 3.1 hereof, the NSS Properties are being sold on an “as is, where is” basis.
3.4 The Purchaser hereby represents to each of Mason and Young that:
(a) it is a company in good standing under the laws of the province of British Columbia and has full corporate power and authority to enter into this Agreement;
(b) the execution and delivery of this Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Purchaser, and this Agreement constitutes a legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, except as limited by laws of general application affecting the rights of creditors;
(c) no consent, approval, license, permit, order or authorization of, or registration, declaration or filing with, or permit from, any governmental body is required to be obtained or made by or with respect to the Purchaser in connection with the execution, delivery and performance of this Agreement or the completion of the transactions contemplated hereby, other than those which if not obtained, could not individually or in the aggregate be reasonably expected to materially impair

the ability of the Purchaser to perform its obligations hereunder or to complete the transactions contemplated hereby;

(d) the Purchaser is registered, licensed or otherwise qualified as an extra-provincial corporation or foreign corporation in each jurisdiction where the nature of the business or the location or character of the property and assets owned or leased by it requires it to be so registered, licensed or otherwise qualified, other than those jurisdictions where the failure to be so registered, licensed or otherwise qualified would not have a material adverse effect in respect of the Purchaser;
(e) the execution, delivery and performance of this Agreement and the completion of the transactions contemplated hereby will not:
(i) violate any agreement to which the Purchaser is a party or by which it is bound, and will not give any person or company any right to terminate or cancel any agreement or any right enjoyed by the Purchaser,
(ii) result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against the Purchaser’s assets, and
(iii) violate any law, regulation or applicable order of any court, arbitrator or governmental authority, or conflict with or result in a breach of the Purchaser’s constating documents or the resolutions of the directors or shareholders;
(f) the authorized capital of the Purchaser consists of an unlimited number of Common Shares, without par value, of which 51,341,388 Common Shares are issued as of the Effective Date and an unlimited number of Preferred Shares, of which nil are issued as of the Effective Date;
(g) Schedule “C” accurately sets out, as of the Effective Date, all of the Common Shares of the Purchaser which are authorized to be issued pursuant to incentive stock options, share purchase warrants and other instruments;
(h) to the Purchaser’s knowledge, there is no shareholders’ or voting agreements in force with respect to the Purchaser;
(i) the Purchaser’s public disclosure record (the “ Disclosure Record ”) as found at www.sedar.com is true and correct in all material respects and omits no information required so that the information therein contained is not misleading;
(j) there are no material liabilities, contingent or otherwise, of the Purchaser which are not disclosed or reflected in the Disclosure Record, and except as set out in the Disclosure Record, the Purchaser has not guaranteed, nor agreed to guarantee, any debt, liability or other obligation of any firm, person or corporation;

(k) the financial statements of the Purchaser for the period from incorporation on January 14, 2021 to June 30, 2022, as set out in the Disclosure Record are true and correct in all material respects, and present fairly the financial position of the Purchaser and the results of its operations for the period then ended, and have been prepared in accordance with International Financial Reporting Standards;
(l) except as set out in the Disclosure Record, since June 30, 2022:
(i) there has not been any material adverse change in the financial position or condition of the Purchaser or any damage, loss or other change in circumstances materially affecting the business or property of the Purchaser or its right or capacity to carry on business,
(ii) the Purchaser has not waived or surrendered any right of material value,
(iii) the Purchaser has not discharged or satisfied or paid any lien or encumbrance or obligation or liability other than current liabilities in the ordinary course of business, and
(iv) the business of the Purchaser has been carried on in the ordinary course;
(m) except in relation to professional and agent fees related to the transactions contemplated hereby, the Disclosure Record sets out all contracts, agreements (written or oral), commitments, indentures, or other instruments to which the Purchaser is bound and which are material to the Purchaser’s business;
(n) the Purchaser holds all licences and permits as may be required for carrying on its business in the manner currently carried on;
(o) there is no basis for and there are no actions, suits, judgments, investigations or proceedings outstanding or pending or to the best of the knowledge of the Purchaser threatened against or affecting the Purchaser at law or in equity or before or by any federal, provincial, state, municipal or other governmental department, commission, board, bureau or agency;
(p) the Purchaser is not in breach of any laws, ordinances, statutes, regulations, bylaws, orders or decrees to which it is subject or which apply to it;
(q) the Purchaser has good and marketable title to all of its properties and assets and the said properties and assets as disclosed in the Disclosure Record;
(r) the Purchaser has not experienced nor is it aware of any occurrence or event which has had, or might reasonably be expected to have, a materially adverse effect on its financial condition, assets or liabilities;
(s) the Purchaser’s shares are not listed and called for trading on any stock exchange;

(t) the Consideration Shares, when issued, will be free of all restrictions on trading, other than those required by Law or the rules and policies of the Exchange; and
(u) the Purchaser is a “reporting issuer” (as that term is defined under the securities legislation in Canada) and is not in default under the securities regulations of the provinces of British Columbia and Alberta
3.5 The representations and warranties hereinbefore set out are conditions upon which each of Mason and Young has relied on entering into this Agreement and shall survive the Transaction Closing Date by a period of twelve months.

ARTICLE 4. PURCHASER’S COVENANTS

4.1 The Purchaser covenants and agrees with each of Mason and Young that the Purchaser shall:
(a) provide to the Vendors all such further documents, instruments and materials as may be reasonably required by the Vendors to close the transactions contemplated herein, including, without limitation:

(i) a[Contract descriptions]a n agreement (the “ NexGe ption Agreement ”) executed by the Purchaser, and acceptable to NexGen, hat e Purchaser agrees to be bound by the NexGen Agreement and the “Operative Provisions” (as defined therein and as such relates to t Int); (ii) [[Contract descriptions]a n agreem ent (the “ Isoenergy Assumption Agreement ” ) executed by the Purchaser, and acceptable to Isoenergy, that the Purchaser agrees to be bound by soenergy Agreement and the “Operative Provisions” (as defined therei arried Interest);

(b) use commercially reasonable efforts to obtain, in a timely manner, all necessary consents, approvals, permits, authorizations or filings from shareholders, securities regulatory bodies and third parties to complete the transactions contemplated herein;
(c) do all such commercially reasonable acts and things reasonably necessary to ensure that all of the representations and warranties of the Purchaser remain true and correct at the Financing Closing and the Transaction Closing Date, as the case may be, and, to the extent commercially reasonable, not do any such act or thing that would render any representation or warranty untrue or incorrect at such times;
(d) from and including the Effective Date through to and including the Financing Closing and the Transaction Closing Date, as the case may be, preserve and protect the goodwill, assets, business and undertaking of the Purchaser and, without limiting the generality of the foregoing, carry on the business of the Purchaser in the ordinary course in a reasonable and prudent manner;

(e) from and including the Effective Date through to and including the Financing Closing and the Transaction Closing Date, as the case may be, not issue, nor reach any agreement or understanding with any other party to issue, any securities, except as set out in this Agreement, without the prior written consent of the Vendors, such consent not to be unreasonably withheld or delayed; and
(f) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out below and to close the transactions contemplated herein by the Transaction Closing Date.

ARTICLE 5. VENDORS’ COVENANTS

5.1 The Vendors covenant and agree with the Purchaser that they shall:
(a) provide to the Purchaser all such further documents, instruments and materials as may be reasonably required by the Vendors to close the transactions contemplated herein;
(b) use best efforts to obtain, in a timely manner, all necessary consents, approvals, permits, authorizations or filings from regulatory bodies and third parties to complete the transactions contemplated herein;
(c) do all such acts and things necessary to ensure that all of the representations and warranties of the Vendors remain true and correct at the Financing Closing and the Transaction Closing Date, as the case may be, and not do any act or thing that would render any representation or warranty untrue or incorrect at such times;
(d) from and including the Effective Date through to and including the Transaction Closing Date preserve and protect the NSS Properties and Carried Interests; and
(e) comply with the terms hereof and faithfully and expeditiously seek to satisfy the conditions precedent set out below.

ARTICLE 6. SECURITIES LAW MATTERS

6.1 The Parties acknowledge that the issuance of the Consideration Shares by the Purchaser to the Vendors or persons nominated by the Vendors hereunder is being made pursuant to an exemption from the prospectus requirements of applicable Securities Laws pursuant to Section 2.13 of National Instrument 45-106 – Prospectus Exemptions.
6.2 Each of the Vendors confirms and covenants to the Purchaser that it will comply with all requirements of applicable securities laws in connection with the issuance of the Consideration Shares to the Vendors.
6.3 Upon the issuance of Consideration Shares by the Purchaser to the Vendors or persons nominated by the Vendors pursuant to this Agreement and until such time as is no longer

required under applicable securities laws, the direct registration statement (“ DRS ”) representing the Consideration Shares will bear such legends as may be required under National Instrument 45- 102 – Resale of Securities, the policies of the Exchange or otherwise pursuant to applicable laws.

ARTICLE 7. CONDITIONS PRECEDENT

7.1 The Vendors’ obligations under this Agreement are subject to the fulfilment of the following conditions at or prior to the Financing Closing:
(a) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement;
(b) the Purchaser shall have complied in all material respects with all of its covenants and agreements contained in this Agreement;
(c) the representations and warranties of the Purchaser contained in this Agreement shall be true in all material respects as if such representations and warranties had been made by the Purchaser as of the Financing Closing (with modifications necessary to reflect the transactions contemplated by this Agreement); and
(d) the Purchaser shall have completed one or more equity financings to raise gross proceeds of not less than $30,000,000, in respect of which the disclosed use of proceeds includes the cash payments to be made to the Vendors under this Agreement.

The conditions precedent set forth above are for the exclusive benefit of the Vendors and may be waived by it in whole or in part on or before the Date of Financing Closing.

7.2 The obligations of the Purchaser under this Agreement are subject to the fulfilment of the following conditions at or prior to the Financing Closing:
(a) there shall not be in force any order or decree restraining or enjoining the consummation of the transactions contemplated by this Agreement;
(b) Mason and Young shall have complied in all material respects with all of their covenants and agreements contained in this Agreement;
(c) the representations and warranties of the Vendors contained in this Agreement shall be true in all material respects as if such representations and warranties had been made by the Vendors as of the Financing Closing (with modifications necessary to reflect the transactions contemplated by this Agreement) And

(d) I[Third party conditions precedent]soenergy and Nexgen shall hav e each consented to the sale, assignment and transfer of the Carried Interests gy Assumption Agreement and the NexGen Assumption Agreement, respectively.

The conditions precedent set forth above are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part on or before the Financing Closing.

7.3 The Vendors’ obligations under this Agreement are subject to the fulfilment of the following conditions at or prior to the Transaction Closing:
(a) the Purchaser shall have complied in all material respects with all of its covenants and agreements contained in this Agreement;
(b) the representations and warranties of the Purchaser contained in this Agreement shall be true in all material respects as if such representations and warranties had been made by the Purchaser as of the Transaction Closing Date (with modifications necessary to reflect the transactions contemplated by this Agreement);
(c) the Purchaser shall be approved for listing on the Canadian Securities Exchange or other recognized Canadian stock exchange (an “ Exchange ”) as may be determined by the Purchaser.
(d) The conditions precedent set forth above are for the exclusive benefit of the Vendors and may be waived by them in whole or in part on or before the Transaction Closing Date.
7.4 The obligations of the Purchaser under this Agreement are subject to the fulfilment of the following conditions at or prior to the Transaction Closing:
(a) the Vendors shall have complied in all material respects with all of their covenants and agreements contained in this Agreement; and
(b) the representations and warranties of Mason and Young contained in this Agreement shall be true in all material respects as if such representations and warranties had been made by Mason and Young as of the Transaction Closing Date (with modifications necessary to reflect the transactions contemplated by this Agreement).

The conditions precedent set forth above are for the exclusive benefit of the Purchaser and may be waived by the Purchaser in whole or in part on or before the Transaction Closing Date.

ARTICLE 8. CLOSINGS

8.1 At the Financing Closing, the Purchaser shall deliver to the Vendors:
(a) a certified true copy of the resolutions of the directors of the Purchaser evidencing that the board of directors and, if applicable, its shareholders, have approved this Agreement, and all of the transactions of the Purchaser contemplated hereunder;

(b) fully executed copies of each of the Isoenergy Assumption Agreement and the NexGen Assumption Agreement;
(c) a certificate signed by an authorized representative of the Purchaser that the representations and warranties of the Purchaser contained in this Agreement are true and correct in every respect as of the Financing Closing (with modifications necessary to reflect the transactions contemplated by this Agreement);
(d) if applicable, a certificate signed by an authorized representative of the Purchaser that the Consideration Shares, on issuance, comprise not less than 30% of the then issued shares of the Purchaser, and including the calculations on which such certificate is based;
(e) $1,000,000 in cash;
(f) access to the Acquisitions Advance;
(g) A copy of the Royalty and Participation Agreement, executed by the Purchaser, covering the NSS Properties;
(h) The Consideration Shares, issued in the name or names provided in writing by the Vendors; and
(i) such other materials that are, in the opinion of the Vendors acting reasonably, required to be delivered by the Purchaser in order for it to meet its obligations under this Agreement.
8.2 No later than 15 Business Days following the Financing Closing, the Vendors and Purchaser shall have established a mutually acceptable procedure for the expenditure of the Acquisitions Advance and all associated reporting requirements. In the event of the failure to reach such agreement within such 15 Business Days, the Vendors and the Purchaser shall agree, each acting reasonably and in good faith upon any expenditures from the Acquisitions Advance prior to such expenditures being incurred.
8.3 At the Transaction Closing, the Purchaser shall deliver to the Vendors:
(a) a certified true copy of the resolutions of the directors of the Purchaser evidencing that the board of directors and, if applicable, its shareholders, have approved this Agreement, and all of the transactions of the Purchaser contemplated hereunder;
(b) a certificate signed by an authorized representative of the Purchaser that the representations and warranties of the Purchaser contained in this Agreement are true and correct in every respect as of the Transaction Closing Date (with modifications necessary to reflect the transactions contemplated by this Agreement);

(c) a certificate signed by an authorized representative of the Purchaser that the Common Shares, including the Consideration Shares, have been accepted for listing on the Exchange or another recognized Canadian stock exchange;
(d) a certificate signed by an authorized representative of the Purchaser that the Consideration Shares, on issuance, comprise not less than 30% of the then issued shares of the Purchaser, and including the calculations on which such certificate is based and
(e) such other materials that are, in the opinion of the Vendors acting reasonably, required to be delivered by the Purchaser in order for it to meet its obligations under this Agreement.
8.4 At the Transaction Closing, the Vendors shall deliver to the Purchaser:
(a) fully executed bills of sale or evidence of the transfer to the Purchaser of the Carried Interests and the NSS Properties, in form and substance acceptable to the Purchaser acting reasonably; and
(b) such other materials that are, in the opinion of the Purchaser acting reasonably, required to be delivered by the Vendors in order for it to meet its obligations under this Agreement.

ARTICLE 9. TERMINATION

9.1 This Agreement may be terminated by:
(a) mutual agreement of the Vendors and the Purchaser;
(b) the Vendors, in the event that the Financing has not been completed by the Financing Closing Outside Date
(c) the Vendors in the event that all of the transactions contemplated hereby have not been completed by the Transaction Closing Date;
(d) the Purchaser, if there has been a material breach by the Vendors of any representation, warranty, covenant or agreement set out in this Agreement on the part of the Vendors that is not cured, to the reasonable satisfaction of the Purchaser, within ten Business Days after written notice of such breach is given by the Purchaser;
(e) the Vendors, if there has been a material breach by the Purchaser of any representation, warranty, covenant or agreement set out in this Agreement on the part of the Purchaser that is not cured, to the reasonable satisfaction of the Vendors, within ten Business Days after written notice of such breach is given by the Vendors; and

(f) the Vendors or the Purchaser, if any permanent injunction or other order of a governmental entity of competent authority preventing the consummation of the transactions contemplated herein has become final and non-appealable.
9.2 In the event of the termination of this Agreement, as provided in Section 9.1 hereof, this Agreement will be of no further force or effect; provided that, no termination of this Agreement will relieve any party of liability for any breach of this Agreement that is based on a wrongful refusal or failure to perform any obligations.
9.3 In the event of the termination of this Agreement, the Vendors will cease to have access to any unused portion of the Acquisitions Advance as at the effective date of such termination. For greater certainty, upon termination of this Agreement, all Additional Properties shall remain the sole property of the Purchaser and the Vendors shall have no entitlement thereto other than the Royalty and the Carried Interest and, to the extent that the full interest, right and title to any such Additional Properties has not then been transferred to the Purchaser, the Vendors shall hold such Additional Property in trust and for the sole benefit of the Purchaser and shall forthwith take all such action as is required to transfer such Additional Property to the Purchaser (subject in each case to the retention by the Vendors of the Royalty and Carried Interest).

ARTICLE 10. PUBLIC DISCLOSURE

10.1 No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated herein will be made by the Purchaser or the Vendors without the prior written agreement of the other Party as to the content and method; provided that, the obligations herein will not prevent the Purchaser from making, after consultation with the Vendors, such disclosure as is required by the applicable securities laws or the rules and policies of a stock exchange having jurisdiction.
10.2 Unless and until the transactions contemplated in this Agreement will have been completed, except with the prior written consent of the other party, each of the Purchaser and the Vendors and its respective employees, officers, directors, shareholders, agents, advisors and other representatives shall hold all information received from the other party in strict confidence, except such information and documents already available to the public or as are required to be filed or disclosed by the applicable securities laws, including the rules and policies of a stock exchange having jurisdiction.
10.3 In the event that the transactions provided for in this Agreement are not completed, all such information and documents in any form or medium whatsoever, including copies and derivative materials made shall be returned to the party originally delivering them, or at the direction of such party, destroyed.

ARTICLE 11. ARBITRATION

11.1 If there is any disagreement, dispute or controversy (hereinafter collectively called a “ dispute ”) between the Parties with respect to any matter arising under this Agreement or

the construction hereof, then the dispute will be determined by arbitration in accordance with the following procedures:

(a) the Parties to any dispute shall appoint a single mutually acceptable arbitrator. If the Parties cannot agree upon a single arbitrator, then any Party shall be permitted to name an arbitrator, and give notice thereof to the other Party;
(b) the other Party shall, within 14 days of the receipt of notice, name a second arbitrator; and
(c) the two arbitrators so named shall, within seven days of the naming of the latter of them, name a third arbitrator.
11.2 If a Party shall fail to name its arbitrator within the allotted time, then the sole arbitrator named may make a determination of the dispute. Except as expressly provided in this Section 11.2, the arbitration will be conducted in accordance with the Commercial Arbitration Act (British Columbia) and the arbitration will be held in Vancouver, British Columbia, Canada. The decision of the arbitrator or the majority of the arbitrators (the “ Arbitration Decision ”) shall be made within 30 days following the naming of the latest of them and, shall be conclusive and binding upon the Parties, and the Parties agree to consent to the entry of a judgement in the registry of the Supreme Court of British Columbia in Vancouver evidencing the terms of the Arbitration Decision. The costs of arbitration shall be borne equally by the parties to the dispute unless otherwise determined by the arbitrator(s) in the award.

ARTICLE 12. NOTICES

12.1 Any notice, election, consent or other writing required or permitted to be given hereunder will be deemed to be sufficiently given if delivered or if mailed by registered air mail or by email, addressed as follows:

if to the Vendors:

The New Saskatchewan Syndicate Matthew Mason and Timothy Young 1[Address]25 Weorgia Stree t Vancouver, British Columbia, V6C 3L2 Email: t[Email address]y @yahoo.ca [[Email address]us. net

with a copy to the Vendors’ counsel at:

Lawson Lundell LLP 16[th] Floor, Cathedral Place, 925 West Georgia Street Vancouver, British Columbia, V6C 3L2

Attention: [Name]raham H. Scott Email: [Email address]glundell.com

if to the Purchaser at:

Atha Energy Corp. 1250 – 1066 Hastings Street W. Vancouver, British Columbia, V6E 3X1

Attention: Mike Castanho, Interim Chief Executive Officer Email: [email protected]

with a copy to Purchaser’s solicitors at:

Pushor Mitchell LLP 301 - 1665 Ellis Street Kelowna, British Columbia, V1Y 2B3 Attention: Keith C. Inman Email: [email protected]

and any such notice given as aforesaid will be deemed to have been given to the parties if delivered, when delivered, or if mailed, on the third business day following the date of mailing, or, if emailed on the next succeeding day following the transmission thereof; provided however, that during the period of any postal interruption in either the country of mailing or the country of delivery, any notice given hereunder by mail will be deemed to have been given only as of the date of actual delivery of the same. Any party may from time to time by notice in writing change its address for the purpose of this Section 12.1.

ARTICLE 13.

INDEMNIFICATION, REMEDIES, SURVIVAL

13.1 For the purposes of this ARTICLE 13, the term “ Losses ” means any and all losses, damages, liabilities, costs and expenses determined to exist by the conclusive and binding Arbitration Decision rendered pursuant to ARTICLE 11 hereof, including, but not limited to, interest, penalties, fines and reasonable lawyers’, accountants’ and other professional fees and expenses, but excluding any indirect, consequential or punitive damages (including damages for lost profits or lost business opportunities) suffered by the Purchaser or the Vendors.
13.2 The Purchaser shall indemnify, defend, and hold harmless, to the full extent of the law, Vendors from, against, and in respect of, any and all Losses asserted against, relating to, imposed upon, or incurred by, the Vendors by reason of, resulting from, based upon or arising out of:
(a) the material breach by the Purchaser of any representation or warranty of the Purchaser contained in this Agreement or any certificate or instrument delivered by the Purchaser pursuant to this Agreement; or

(b) the material breach by the Purchaser of any covenant or agreement of the Purchaser made in this Agreement or any certificate or instrument delivered by the Purchaser pursuant to this Agreement.
13.3 Mason and Young shall severally and not jointly and severally indemnify, defend, and hold harmless, to the full extent of the law, the Purchaser from, against, and in respect of, any and all Losses asserted against, relating to, imposed upon, or incurred by, the Purchaser by reason of, resulting from, based upon or arising out of:
(a) the material breach by the Vendors of any representation or warranty of the Vendors contained in this Agreement or any certificate or instrument delivered by the Vendors pursuant to this Agreement; or
(b) the material breach by the Vendors of any covenant or agreement of the Vendors made in this Agreement or any certificate or instrument delivered by the Vendors pursuant to this Agreement.
13.4 Notwithstanding any other provision hereof, the Parties acknowledge that the following restrictions will apply to the indemnifications set out in Sections 13.2 and 13.4 hereof (collectively, the “ Indemnities ”):
(a) the Indemnities will expire 12 months after the Transaction Closing Date, after which time the Indemnities will be null and void and of no further force and effect;
(b) a party shall only be entitled to indemnification in respect of any Losses after the aggregate amount of such Losses exceeds $50,000, at which time the indemnified party shall be entitled to recover the entire amount of such Losses from the first dollar (including the first $50,000); and
(c) a party shall only be required to indemnify, defend, and hold harmless another party up to the aggregate amount of $2,000,000 (the Vendors for the purposes of this subsection shall be regarded as one party), thereafter the party’s indemnification hereunder will be null and void and of no further force and effect.

ARTICLE 14. GENERAL TERMS AND CONDITIONS

14.1 This Agreement will enure to the benefit of and be binding upon the parties and their respective successors and assigns.
14.2 All references to currency herein are references to Canadian dollars unless otherwise specified.
14.3 This Agreement will be governed by and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, which will be deemed to be the proper law hereof.

14.4 Each of the parties hereby covenants and agrees to execute such further and other documents and instruments and to do such further and other things as may be necessary to implement and carry out the intent of this Agreement.
14.5 The provisions herein contained constitute the entire agreement between the parties and supersede all previous communications, representations and agreements whether oral or written between the parties with respect to the subject matter hereof.
14.6 All rights and remedies of the parties hereunder are cumulative and are in addition to, and will not be deemed to exclude, any other right or remedy allowed by law. All rights and remedies may be exercised concurrently.
14.7 Should any part of this Agreement be declared or held invalid for any reason, such validity will not affect the validity of the remainder which will continue in full force and effect and be construed as if this Agreement had been executed without the invalid portion and it is hereby declared the intention of the parties that this Agreement would have been executed without reference to any portion which may, for any reason, be hereafter declared or held invalid.
14.8 No condoning, excusing or waiver by any party of any default, breach or non-observance by any other party at any time or times in respect of any covenant, proviso or condition herein contained will operate as a waiver of that party’s rights hereunder in respect of any continuing or subsequent default, breach or non-observance, or so as to defeat or affect in any way the rights of that party in respect of any such continuing or subsequent default, breach or non-observance, and no waiver will be inferred from or implied by anything done or omitted to be done by the party having those rights.
14.9 This Agreement may not be modified or amended except by an instrument in writing signed by all the parties or by their permitted successors or assigns.
14.10 All references to any party to this Agreement will be read with such changes in number and gender as the context hereof or reference to the parties may require.
14.11 The division of this Agreement into Articles, sections and subsections and the insertion of headings are for convenience only and will not affect the construction or interpretation of this Agreement.
14.12 Time will be of the essence in this Agreement.
14.13 The Schedules to this Agreement will be construed with and as an integral part of this Agreement to the same extent as if they were set out verbatim herein.

14.14 [[Payment details] less instructed in writing by the Vendors to the contrary and subject to compliance with applicable Laws, all payments to the Vendors shall be made to Mason and Young, ec0%.

14.15 This Agreement may be executed in counterparts and by electronic transmission, and each counterpart so executed will be deemed to be an original and all of which counterparts will be deemed to be one instrument.

(Signature page follows)

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first above written.

SIGNED, SEALED and DELIVERED by ) TIMOTHY A. YOUNG ) in the presence of: ) ) XXXXXXXXXXXXXXXXXXXX ) xxxxxxxxxxxxxxxxxxx Witness ) Timothy A. Young SIGNED, SEALED and DELIVERED by ) MATTHEW J. MASON ) in the presence of: ) ) xxxxxxxxxxxxxxxxxxxx ) xxxxxxxxxxxxxxxxx Witness ) Matthew J. Mason

Per: xxxxxxxxxxxxxxxxxxxx Name: Mike Castanho Title: Interim Executive Officer

(Signature page to the Share and Purchase Agreement)

SCHEDULE A

THE CARRIED INTERESTS

[Contract descriptions] Vendors hold a 10% Carried Interest in certain claims operated by NexGen and Iso, and referred to in the NexGen Agreement and the Isoenergy Agreement, such Carried Interests being more particularly set out in that certain Property Purchase Agreement dated December 13, 200 . and Dejour Enterprises Ltd. (the “Carried Interest Agreement” ).

The Carried Interest Agreement contains the entire agreement with respect to the Carried Interest and should be referred to for a definitive description thereof. The following are paraphrased extracts from the Carried Interest Agreement, and are included as general descriptions only. Defined terms in the following descriptions which are not defined herein shall have the meanings set out in the Carried Interest Agreement.

The Vendors hold a ten percent (10%) undivided Carried Interest, until such time as the Purchaser (NexGen or Iso, as the case may be) completes or causes to be completed a Bankable Feasibility Study in respect of the BFS Property and the Purchaser has delivered a copy of such Bankable Feasibility Study to the Vendors and provided at least thirty (30) days' written notice to the Vendors hereunder, at which time the Vendors will by written notice to the Purchaser elect either:

(i) to participate in the further development of the BFS Property by paying its 10% share of future costs for the BFS Property in accordance with the terms of a joint venture agreement to be negotiated by the parties acting reasonably; or (ii) to convert its Carried Interest in the BFS Property into a One percent (1%) Royalty payable from the proceeds of Commercial Production from the BFS Property;

provided that if the Vendors fail to give such notice of election to the Purchaser, then the Vendors shall be deemed to have elected to convert its Carried Interest into an additional One percent (1%) Royalty.

“Bankable Feasibility Study” means a comprehensive report of the mineral deposit on the BFS Property, in which all geologic, engineering, legal, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a favourable final decision by a financial institution to finance the development costs to place the BFS Property into Commercial Production. The Bankable Feasibility Study shall include a reasonable assessment of the mineral ore reserves and their amenability to metallurgical treatment, a description of the work, equipment and supplies required to bring the BFS Property into Commercial Production, including the initial rated capacity of the mining facilities and the estimated capital costs thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by an explanation of the data used therein;

“BFS Property” means any of the Claims, or any portion thereof, which are the subject of a Bankable Feasibility Study;

“Carried Interest” means the Ten percent (10%) undivided interest in the Claims retained by the Vendors for which the Vendors will not have to contribute any monies towards the costs of maintaining, exploring or developing the Claims, which shall be the sole responsibility of the Purchaser, until the Purchaser has delivered a Bankable Feasibility Study to the Vendors.

“Royalty” means a net smelter returns royalty more particularly described in Schedule “B” to the Carried Interest Agreement.

Based only on information received by the Vendors from NexGen and Iso, the Claims that are subject to the Carried Interest on the Effective Date are as follows:

10% Carried Interest Claims

==> picture [343 x 658] intentionally omitted <==

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

R-Seven Effective Date Good to Date Hectares
S-107937 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 4,959.50
S-108084 NexGen Energy Ltd.: 100.000% 3-17-2005 6-14-2043 5,490.60
S-113873 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 3,020.40
S-113874 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 2,503.80
S-113875 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 595.5
S-113876 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 681
S-113877 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 740.6
S-113878 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 924.4
S-113879 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 607
S-113880 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 1,658.80
S-113881 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 568.3
S-113882 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 539.9
Meanwell Lake
S-113860 NexGen Energy Ltd.: 100.000% 6-21-2005 9-18-2042 570.4
S-113861 NexGen Energy Ltd.: 100.000% 6-21-2005 9-18-2042 572.7
S-113862 NexGen Energy Ltd.: 100.000% 6-21-2005 9-18-2042 585.5
S-113863 NexGen Energy Ltd.: 100.000% 6-21-2005 9-18-2042 572.2
S-113864 NexGen Energy Ltd.: 100.000% 6-21-2005 9-18-2042 652
S-113865 NexGen Energy Ltd.: 100.000% 6-21-2005 9-18-2042 620.3
S-113866 NexGen Energy Ltd.: 100.000% 3-17-2005 6-14-2041 2,042.60
S-113867 NexGen Energy Ltd.: 100.000% 3-17-2005 6-14-2041 1,937.80
S-113868 NexGen Energy Ltd.: 100.000% 3-17-2005 6-14-2041 1,722.70
S-113869 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 2,032.40
S-113870 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2043 1,190.80
S-113871 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2041 1,568.70
S-113872 NexGen Energy Ltd.: 100.000% 12-3-2004 3-2-2041 921.4
Virgin Trend
S-107879 NXE Energy SW3 LTD.: 100.000% 11-25-2004 2-22-2024 4,981.10
S-107880 NXE Energy SW3 LTD.: 100.000% 11-25-2004 2-22-2023 4,813.50
Sand Hill
S-107881 NXE Energy SW3 LTD.: 100.000% 11-25-2004 2-22-2024 4,816.70
S-108079 NXE Energy SW3 LTD.: 100.000% 3-17-2005 6-14-2023 5,453.40
S-108080 NXE Energy SW3 LTD.: 100.000% 3-17-2005 6-14-2023 5,405.80
Gartner Lake
S-108091 NXE Energy SW1 LTD.: 100.000% 3-17-2005 6-14-2024 1,147.50
S-113419 NXE ENERGY SW1 LTD.: 100.000% 3-17-2005 6-14-2023 795.36
S-113420 NXE ENERGY SW1 LTD.: 100.000% 3-17-2005 6-14-2023 825.33
S-113421 NXE ENERGY SW1 LTD.: 100.000% 3-17-2005 6-14-2023 855.06
S-113422 NXE ENERGY SW1 LTD.: 100.000% 3-17-2005 6-14-2023 865.66
S-113423 NXE ENERGY SW1 LTD.: 100.000% 3-17-2005 6-14-2023 1,219.02
S-113424 NXE ENERGY SW1 LTD.: 100.000% 3-17-2005 6-14-2023 1,220.95
----- End of picture text -----

Page 1 of 2

S-113425	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	599.21
S-113426	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	580.72
S-113427	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	467.08
S-113428	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	621.06
S-113429	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	591.78
S-113430	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	485.55
S-113431	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	868.28
S-113432	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	824.53
S-113433	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	701.16
S-113434	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	752.14
S-113435	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	539.59
S-113436	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	329.67
S-113437	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	603.36
S-113438	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	492.95
S-113439	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	435.17
S-113440	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,374.24
S-113441	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,304.18
S-113442	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	490.65
S-113443	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	548.37
S-113444	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	803.40
S-113445	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	411.51
S-113446	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	461.85
S-113447	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	756.00
S-113448	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	948.19
S-113449	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	360.45
S-113450	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	222.67
S-113451	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2023	654.74
*Maybelle River*
S-113452	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	999.04
S-113453	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	920.80
S-113454	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,581.24
S-113455	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,296.34
S-113456	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,487.17
S-113457	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,220.64
S-113458	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,709.92
S-113459	NXE ENERGY SW1 LTD.: 100.000%	3-17-2005	6-14-2024	1,709.92
*Thorburn Lake*
S-108047	ISO Energy Ltd.: 100.000%	2-25-2005	5-25-2043	105.90
S-108048	ISO Energy Ltd.: 100.000%	2-25-2005	5-25-2043	2,696.10
*Carlson Creek*
S-108061	ISO Energy Ltd.: 100.000%	2-25-2005	5-25-2033	759.40
			*Total Hectares* *Total Acres*	101,393.65
				250,540.27

Page 2 of 2

SCHEDULE B

[Claim registration details]

Saskatchewan Syndicate 2 Alberta Mineral Exploration Permits

		Agreement Type	Agreement No.	Tract	Status	Designated Rep.	Designated Rep. Id		Expiry Date	Term Date	Hectares
1	Geocortex.Gis.Geometries.Polygon	093	9321110081	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
2	Geocortex.Gis.Geometries.Polygon	093	9321110082	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,140.13
3	Geocortex.Gis.Geometries.Polygon	093	9321110083	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	8,064.49
4	Geocortex.Gis.Geometries.Polygon	093	9321110084	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
5	Geocortex.Gis.Geometries.Polygon	093	9321110085	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
6	Geocortex.Gis.Geometries.Polygon	093	9321110086	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	8,231.32
7	Geocortex.Gis.Geometries.Polygon	093	9321110087	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	3,072.00
8	Geocortex.Gis.Geometries.Polygon	093	9321110088	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,202.96
9	Geocortex.Gis.Geometries.Polygon	093	9321110089	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	5,040.99
10	Geocortex.Gis.Geometries.Polygon	093	9321110090	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	3,136.00
11	Geocortex.Gis.Geometries.Polygon	093	9321110091	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
12	Geocortex.Gis.Geometries.Polygon	093	9321110092	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	8,438.76
13	Geocortex.Gis.Geometries.Polygon	093	9321110093	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	7,873.45
14	Geocortex.Gis.Geometries.Polygon	093	9321110094	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
15	Geocortex.Gis.Geometries.Polygon	093	9321110095	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
16	Geocortex.Gis.Geometries.Polygon	093	9321110096	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
17	Geocortex.Gis.Geometries.Polygon	093	9321110097	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
18	Geocortex.Gis.Geometries.Polygon	093	9321110098	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,214.26
19	Geocortex.Gis.Geometries.Polygon	093	9321110099	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,087.74
20	Geocortex.Gis.Geometries.Polygon	093	9321110100	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	6,912.00
21	Geocortex.Gis.Geometries.Polygon	093	9321110101	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	1,280.00
22	Geocortex.Gis.Geometries.Polygon	093	9321110102	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	5,867.21
23	Geocortex.Gis.Geometries.Polygon	093	9321110103	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐25	2021‐11‐25	9,216.00
24	Geocortex.Gis.Geometries.Polygon	093	9321110104	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	6,910.12
25	Geocortex.Gis.Geometries.Polygon	093	9321110105	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	9,216.00
26	Geocortex.Gis.Geometries.Polygon	093	9321110106	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	7,914.09
27	Geocortex.Gis.Geometries.Polygon	093	9321110107	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	7,296.00
28	Geocortex.Gis.Geometries.Polygon	093	9321110108	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	8,704.00
29	Geocortex.Gis.Geometries.Polygon	093	9321110109	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	9,216.00
30	Geocortex.Gis.Geometries.Polygon	093	9321110110	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	8,545.03
31	Geocortex.Gis.Geometries.Polygon	093	9321110111	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐11‐26	2021‐11‐26	3,840.00
32	Geocortex.Gis.Geometries.Polygon	093	9321120122	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	7,552.00
33	Geocortex.Gis.Geometries.Polygon	093	9321120123	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	9,216.00
34	Geocortex.Gis.Geometries.Polygon	093	9321120124	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	9,206.12
35	Geocortex.Gis.Geometries.Polygon	093	9321120125	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	8,183.80
2	Geocortex.Gis.Geometries.Polygon	093	9321120126	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	9,216.00
3	Geocortex.Gis.Geometries.Polygon	093	9321120127	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	9,216.00
4	Geocortex.Gis.Geometries.Polygon	093	9321120128	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	9,216.00
5	Geocortex.Gis.Geometries.Polygon	093	9321120129	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	8,609.16
6	Geocortex.Gis.Geometries.Polygon	093	9321120130	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	3,839.83
7	Geocortex.Gis.Geometries.Polygon	093	9321120131	00	ACTIVE	AGASSIZ,WESTLEY B	1027328	AGASSIZ,WESTLEY B(100%)	2035‐12‐24	2021‐12‐24	9,216.00
										Total Hectares	322,617.46

Schedule B

Disposition #	Status		Registered Holders	Property Name	Area Ha	Effective Date	Good Standing

MC00011223	Active	DALE RESOURCES: 100.000%		3M	332.63	5-31-2018	8-29-2023
MC00000023	Active	MATTHEW .J. MASON: 25% M. LEDE	RHOUSE: 25% T. YOUNG: 25% DALE RESOURCES: 25%	3M	1383.324	12-14-2012	3/14/2039

S-111860	Active	MATTHEW .J. MASON: 25% M. LEDE	RHOUSE: 25% T. YOUNG: 25% DALE RESOURCES: 25%	3M	600	6-21-2012	9-18-2039

MC00013915	Active	DALE RESOURCES: 100.000%		South Bear	477.55	5-5-2020	8-3-2023
MC00015244	Active	Jameila Grace Hope: 100.000%		Staked	5677.465	9-22-2021	12-21-2023
MC00015248	Active	Jameila Grace Hope: 100.000%		Staked	4083.857	9-22-2021	12-21-2023
MC00015251	Active	Jameila Grace Hope: 100.000%		Staked	1027.839	9-22-2021	12-21-2023
MC00015258	Active	Jameila Grace Hope: 100.000%		Staked	5908.89	9-22-2021	12-21-2023
MC00015260	Active	Jameila Grace Hope: 100.000%		Staked	5358.494	9-22-2021	12-21-2023
MC00015268	Active	Jameila Grace Hope: 100.000%		Staked	4225.159	9-23-2021	12-22-2023
MC00015272	Active	Jameila Grace Hope: 100.000%		Staked	5657.965	9-23-2021	12-22-2023
MC00015276	Active	Jameila Grace Hope: 100.000%		Staked	4428.508	9-23-2021	12-22-2023
MC00015279	Active	Jameila Grace Hope: 100.000%		Staked	5929.237	9-23-2021	12-22-2023
MC00015284	Active	Jameila Grace Hope: 100.000%		Staked	4850.655	9-23-2021	12-22-2023
MC00015307	Active	Jameila Grace Hope: 100.000%		Staked	33.905	9-23-2021	12-22-2023
MC00015295	Active	Jameila Grace Hope: 100.000%		Staked	5940.029	9-23-2021	12-22-2023
MC00015298	Active	Jameila Grace Hope: 100.000%		Staked	3221.892	9-23-2021	12-22-2023
MC00015304	Active	Jameila Grace Hope: 100.000%		Staked	4336.526	9-23-2021	12-22-2023
MC00015371	Active	Jameila Grace Hope: 100.000%		Staked	5853.594	9-29-2021	12-28-2023
MC00015374	Active	Jameila Grace Hope: 100.000%		Staked	5177.813	9-29-2021	12-28-2023
MC00015381	Active	Jameila Grace Hope: 100.000%		Staked	5907.546	9-29-2021	12-28-2023
MC00015388	Active	Jameila Grace Hope: 100.000%		Staked	5052.506	9-29-2021	12-28-2023
MC00015400	Active	Jameila Grace Hope: 100.000%		Staked	545.521	9-29-2021	12-28-2023
MC00015392	Active	Jameila Grace Hope: 100.000%		Staked	5945.302	9-29-2021	12-28-2023
MC00015410	Active	Jameila Grace Hope: 100.000%		Staked	5385.904	9-29-2021	12-28-2023
MC00015417	Active	Jameila Grace Hope: 100.000%		Staked	3138.123	9-29-2021	12-28-2023
MC00015414	Active	Jameila Grace Hope: 100.000%		Staked	5773.604	9-29-2021	12-28-2023
MC00015418	Active	Jameila Grace Hope: 100.000%		Staked	5954.112	9-29-2021	12-28-2023
MC00015426	Active	Jameila Grace Hope: 100.000%		Staked	5966.411	9-30-2021	12-29-2023
MC00015429	Active	Jameila Grace Hope: 100.000%		Staked	4021.361	9-30-2021	12-29-2023
MC00015431	Active	Jameila Grace Hope: 100.000%		Staked	5098.852	9-30-2021	12-29-2023
MC00015239	Active	Jameila Grace Hope: 100.000%		Staked	4564.105	9-22-2021	12-21-2023
MC00015261	Active	Jaylah Grace Jaxon Bedward: 100.000	%	Staked	5177.599	9-22-2021	12-21-2023

MC00015263	Active	Jaylah Grace Jaxon Bedward: 100.000	%	Staked	5397.094	9-22-2021	12-21-2023

MC00015274	Active	Jaylah Grace Jaxon Bedward: 100.000	%	Staked	4978.376	9-23-2021	12-22-2023

MC00015281	Active	Jaylah Grace Jaxon Bedward: 100.000	%	Staked	5947.707	9-23-2021	12-22-2023

MC00015285	Active	Jaylah Grace Jaxon Bedward: 100.000	%	Staked	5734.765	9-23-2021	12-22-2023

MC00015287	Active	Jaylah Grace Jaxon Bedward: 100.000	%	Staked	5796.414	9-23-2021	12-22-2023

Page 1 of 6

Schedule B

MC00015288	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4246.057	9-23-2021	12-22-2023
MC00015294	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4334.721	9-23-2021	12-22-2023
MC00015296	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4475.332	9-23-2021	12-22-2023
MC00015300	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5021.722	9-23-2021	12-22-2023
MC00015302	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5572.965	9-23-2021	12-22-2023
MC00015309	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4766.079	9-23-2021	12-22-2023
MC00015311	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4939.131	9-23-2021	12-22-2023
MC00015315	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5530.906	9-24-2021	12-23-2023
MC00015321	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5380.225	9-27-2021	12-26-2023
MC00015326	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5917.281	9-27-2021	12-26-2023
MC00015328	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4741.656	9-27-2021	12-26-2023
MC00015329	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4716.109	9-27-2021	12-26-2023
MC00015330	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5368.775	9-27-2021	12-26-2023
MC00015331	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5969.691	9-27-2021	12-26-2023
MC00015333	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5569.644	9-27-2021	12-26-2023
MC00015335	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4835.794	9-27-2021	12-26-2023
MC00015340	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5383.324	9-27-2021	12-26-2023
MC00015344	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		4497.614	9-28-2021	12-27-2023
MC00015347	Active	Jaylah Grace Jaxon Bedward: 100.000%	Staked		5900.715	9-28-2021	12-27-2023
S-111634	Active	Joerg Kleinboeck: 100.000%	Archie Lake RRE	Yes	2108	9-1-2009	11-29-2034
			Deposit
MC00014654	Active	Joerg Kleinboeck: 100.000%	Pasfield		5868.057	3-8-2021	6-6-2023
MC00014655	Active	Joerg Kleinboeck: 100.000%	Pasfield		2289.29	3-8-2021	6-6-2023
MC00014661	Active	Joerg Kleinboeck: 100.000%	Pasfield		2642.862	3-8-2021	6-6-2023
MC00014656	Active	Joerg Kleinboeck: 100.000%	Pasfield		5920.621	3-8-2021	6-6-2023
MC00014657	Active	Joerg Kleinboeck: 100.000%	Pasfield		5418.471	3-8-2021	6-6-2023
MC00014658	Active	Joerg Kleinboeck: 100.000%	Pasfield		5869.119	3-8-2021	6-6-2023
MC00014659	Active	Joerg Kleinboeck: 100.000%	Pasfield		4838.282	3-8-2021	6-6-2023
MC00014660	Active	Joerg Kleinboeck: 100.000%	Pasfield		5793.421	3-8-2021	6-6-2023
S-111731	Active	M. LEDERHOUSE: 100.000%	Pasfield Uravan	Yes	2142	1-18-2010	4-17-2025
S-111732	Active	M. LEDERHOUSE: 100.000%	Pasfield Uravan	Yes	3909	1-18-2010	4-17-2026
S-111733	Active	M. LEDERHOUSE: 100.000%	Pasfield Uravan	Yes	4963	1-18-2010	4-17-2026
S-111734	Active	M. LEDERHOUSE: 100.000%	Pasfield Uravan	Yes	4637	1-18-2010	4-17-2026
S-112065	Active	M. LEDERHOUSE: 100.000%	Pasfield Uravan	Yes	3514	6-29-2011	9-26-2022
MC00014670	Active	Joerg Kleinboeck: 100.000%	Staked		5106.21	3-8-2021	6-6-2023
MC00014671	Active	Joerg Kleinboeck: 100.000%	Staked		5758.042	3-8-2021	6-6-2023
MC00014672	Active	Joerg Kleinboeck: 100.000%	Staked		5596.301	3-8-2021	6-6-2023
MC00014673	Active	Joerg Kleinboeck: 100.000%	Staked		5369.923	3-8-2021	6-6-2023
MC00014674	Active	Joerg Kleinboeck: 100.000%	Staked		5941.389	3-8-2021	6-6-2023

Page 2 of 6

Schedule B

MC00014675	Active	Joerg Kleinboeck: 100.000%	Staked	2779.92	3-8-2021	6-6-2023
MC00014679	Active	Joerg Kleinboeck: 100.000%	Staked	1991.502	3-8-2021	6-6-2023
MC00014676	Active	Joerg Kleinboeck: 100.000%	Staked	5090.292	3-8-2021	6-6-2023
MC00014677	Active	Joerg Kleinboeck: 100.000%	Staked	5933.283	3-8-2021	6-6-2023
MC00014678	Active	Joerg Kleinboeck: 100.000%	Staked	5248.531	3-8-2021	6-6-2023
MC00014680	Active	Joerg Kleinboeck: 100.000%	Staked	5252.894	3-8-2021	6-6-2023
MC00014681	Active	Joerg Kleinboeck: 100.000%	Staked	3777.906	3-8-2021	6-6-2023
MC00014682	Active	Joerg Kleinboeck: 100.000%	Staked	5333.832	3-8-2021	6-6-2023
MC00014683	Active	Joerg Kleinboeck: 100.000%	Staked	3432.664	3-8-2021	6-6-2023
MC00014684	Active	Joerg Kleinboeck: 100.000%	Staked	5637.837	3-8-2021	6-6-2023
MC00014685	Active	Joerg Kleinboeck: 100.000%	Staked	5529.223	3-8-2021	6-6-2023
MC00014686	Active	Joerg Kleinboeck: 100.000%	Staked	5927.453	3-8-2021	6-6-2023
MC00014687	Active	Joerg Kleinboeck: 100.000%	Staked	5890.871	3-8-2021	6-6-2023
MC00014834	Active	Joerg Kleinboeck: 100.000%	Staked	1215.662	5-10-2021	8-8-2023
MC00014825	Active	Joerg Kleinboeck: 100.000%	Staked	2797.179	5-8-2021	8-6-2023
MC00014837	Active	Joerg Kleinboeck: 100.000%	Staked	3425.311	5-10-2021	8-8-2023
MC00014826	Active	Joerg Kleinboeck: 100.000%	Staked	5051.327	5-8-2021	8-6-2023
MC00014827	Active	Joerg Kleinboeck: 100.000%	Staked	5271.899	5-8-2021	8-6-2023
MC00014828	Active	Joerg Kleinboeck: 100.000%	Staked	5717.698	5-8-2021	8-6-2023
MC00014829	Active	Joerg Kleinboeck: 100.000%	Staked	5062.144	5-8-2021	8-6-2023
MC00014830	Active	Joerg Kleinboeck: 100.000%	Staked	196.659	5-10-2021	8-8-2023
MC00014831	Active	Joerg Kleinboeck: 100.000%	Staked	5886.102	5-10-2021	8-8-2023
MC00014832	Active	Joerg Kleinboeck: 100.000%	Staked	5986.934	5-10-2021	8-8-2023
MC00014833	Active	Joerg Kleinboeck: 100.000%	Staked	5825.712	5-10-2021	8-8-2023
MC00014835	Active	Joerg Kleinboeck: 100.000%	Staked	5948.565	5-10-2021	8-8-2023
MC00014836	Active	Joerg Kleinboeck: 100.000%	Staked	5788.771	5-10-2021	8-8-2023
MC00014838	Active	Joerg Kleinboeck: 100.000%	Staked	5524.545	5-10-2021	8-8-2023
MC00014839	Active	Joerg Kleinboeck: 100.000%	Staked	5491.166	5-10-2021	8-8-2023
MC00014840	Active	Joerg Kleinboeck: 100.000%	Staked	5235.858	5-10-2021	8-8-2023
MC00014841	Active	Joerg Kleinboeck: 100.000%	Staked	5344.874	5-10-2021	8-8-2023
MC00014842	Active	Joerg Kleinboeck: 100.000%	Staked	5835.705	5-10-2021	8-8-2023
MC00014843	Active	Joerg Kleinboeck: 100.000%	Staked	3452.787	5-10-2021	8-8-2023
MC00014844	Active	Joerg Kleinboeck: 100.000%	Staked	5562.36	5-10-2021	8-8-2023
MC00014845	Active	Joerg Kleinboeck: 100.000%	Staked	4740.772	5-10-2021	8-8-2023
MC00015218	Active	Joerg Kleinboeck: 100.000%	Staked	5877.996	9-22-2021	12-21-2023
MC00015254	Active	Joerg Kleinboeck: 100.000%	Staked	5491.843	9-22-2021	12-21-2023
MC00015257	Active	Joerg Kleinboeck: 100.000%	Staked	4707.731	9-22-2021	12-21-2023

MC00015266	Active	Joerg Kleinboeck: 100.000%	Staked	2462.211	9-23-2021	12-22-2023
MC00015269	Active	Joerg Kleinboeck: 100.000%	Staked	1144.251	9-23-2021	12-22-2023

Page 3 of 6

Schedule B

MC00015271	Active	Joerg Kleinboeck: 100.000%	Staked	5970.353	9-23-2021	12-22-2023
MC00015275	Active	Joerg Kleinboeck: 100.000%	Staked	5767.344	9-23-2021	12-22-2023
MC00015282	Active	Joerg Kleinboeck: 100.000%	Staked	5408.057	9-23-2021	12-22-2023
MC00015283	Active	Joerg Kleinboeck: 100.000%	Staked	5880.015	9-23-2021	12-22-2023
MC00015286	Active	Joerg Kleinboeck: 100.000%	Staked	4436.465	9-23-2021	12-22-2023
MC00015289	Active	Joerg Kleinboeck: 100.000%	Staked	5754.82	9-23-2021	12-22-2023
MC00015291	Active	Joerg Kleinboeck: 100.000%	Staked	5998.33	9-23-2021	12-22-2023
MC00015299	Active	Joerg Kleinboeck: 100.000%	Staked	3215.214	9-23-2021	12-22-2023
MC00015303	Active	Joerg Kleinboeck: 100.000%	Staked	5815.672	9-23-2021	12-22-2023
MC00015306	Active	Joerg Kleinboeck: 100.000%	Staked	1002.343	9-23-2021	12-22-2023
MC00015308	Active	Joerg Kleinboeck: 100.000%	Staked	5771.002	9-23-2021	12-22-2023
MC00015312	Active	Joerg Kleinboeck: 100.000%	Staked	4864.343	9-23-2021	12-22-2023
MC00015318	Active	Joerg Kleinboeck: 100.000%	Staked	4832.711	9-27-2021	12-26-2023
MC00015332	Active	Joerg Kleinboeck: 100.000%	Staked	5853.711	9-27-2021	12-26-2023
MC00015334	Active	Joerg Kleinboeck: 100.000%	Staked	5893.611	9-27-2021	12-26-2023
MC00015336	Active	Joerg Kleinboeck: 100.000%	Staked	5760.425	9-27-2021	12-26-2023
MC00015337	Active	Joerg Kleinboeck: 100.000%	Staked	5717.33	9-27-2021	12-26-2023
MC00015341	Active	Joerg Kleinboeck: 100.000%	Staked	4544.737	9-27-2021	12-26-2023
MC00015354	Active	Joerg Kleinboeck: 100.000%	Staked	5431.138	9-28-2021	12-27-2023
MC00015355	Active	Joerg Kleinboeck: 100.000%	Staked	4951.082	9-28-2021	12-27-2023
MC00015356	Active	Joerg Kleinboeck: 100.000%	Staked	5240.652	9-28-2021	12-27-2023
MC00015359	Active	Joerg Kleinboeck: 100.000%	Staked	5926.215	9-28-2021	12-27-2023
MC00015361	Active	Joerg Kleinboeck: 100.000%	Staked	2506.393	9-28-2021	12-27-2023
MC00015362	Active	Joerg Kleinboeck: 100.000%	Staked	2582.29	9-28-2021	12-27-2023
MC00015363	Active	Joerg Kleinboeck: 100.000%	Staked	823.91	9-28-2021	12-27-2023
MC00015364	Active	Joerg Kleinboeck: 100.000%	Staked	5986.603	9-28-2021	12-27-2023
MC00015365	Active	Joerg Kleinboeck: 100.000%	Staked	5972.128	9-28-2021	12-27-2023
MC00015373	Active	Joerg Kleinboeck: 100.000%	Staked	5990.435	9-29-2021	12-28-2023
MC00015375	Active	Joerg Kleinboeck: 100.000%	Staked	5398.049	9-29-2021	12-28-2023
MC00015378	Active	Joerg Kleinboeck: 100.000%	Staked	5542.383	9-29-2021	12-28-2023
MC00015383	Active	Joerg Kleinboeck: 100.000%	Staked	5473.727	9-29-2021	12-28-2023
MC00015390	Active	Joerg Kleinboeck: 100.000%	Staked	1563.663	9-29-2021	12-28-2023
MC00015396	Active	Joerg Kleinboeck: 100.000%	Staked	1801.914	9-29-2021	12-28-2023
MC00015401	Active	Joerg Kleinboeck: 100.000%	Staked	5677.675	9-29-2021	12-28-2023
MC00015402	Active	Joerg Kleinboeck: 100.000%	Staked	5800.716	9-29-2021	12-28-2023
MC00015406	Active	Joerg Kleinboeck: 100.000%	Staked	5898.725	9-29-2021	12-28-2023
MC00015412	Active	Joerg Kleinboeck: 100.000%	Staked	5783.411	9-29-2021	12-28-2023

MC00015416	Active	Joerg Kleinboeck: 100.000%	Staked	5869.742	9-29-2021	12-28-2023
MC00015419	Active	Joerg Kleinboeck: 100.000%	Staked	5920.775	9-29-2021	12-28-2023

Page 4 of 6

Schedule B

MC00015420	Active	Joerg Kleinboeck: 100.000%	Staked	5967.234	9-29-2021	12-28-2023
MC00015421	Active	Joerg Kleinboeck: 100.000%	Staked	5991.872	9-29-2021	12-28-2023
MC00015422	Active	Joerg Kleinboeck: 100.000%	Staked	5912.666	9-29-2021	12-28-2023
MC00015428	Active	Joerg Kleinboeck: 100.000%	Staked	5888.76	9-30-2021	12-29-2023
MC00015430	Active	Joerg Kleinboeck: 100.000%	Staked	5911.583	9-30-2021	12-29-2023
MC00015432	Active	Joerg Kleinboeck: 100.000%	Staked	5955.039	9-30-2021	12-29-2023
MC00015609	Active	Joerg Kleinboeck: 100.000%	Staked	5925.327	10-21-2021	1-19-2024
MC00015611	Active	Joerg Kleinboeck: 100.000%	Staked	5969.18	10-21-2021	1-19-2024
MC00015612	Active	Joerg Kleinboeck: 100.000%	Staked	49.361	10-21-2021	1-19-2024
MC00015613	Active	Joerg Kleinboeck: 100.000%	Staked	82.58	10-21-2021	1-19-2024
MC00015615	Active	Joerg Kleinboeck: 100.000%	Staked	65.593	10-21-2021	1-19-2024
MC00015227	Active	Joerg Kleinboeck: 100.000%	Staked	5251.884	9-22-2021	12-21-2023
MC00015231	Active	Joerg Kleinboeck: 100.000%	Staked	4348.04	9-22-2021	12-21-2023
MC00015238	Active	Joerg Kleinboeck: 100.000%	Staked	3938.472	9-22-2021	12-21-2023
MC00015142	Active	Joy Ferguson: 100.000%	Staked	258.99	9-17-2021	12-16-2023
MC00015220	Active	Joy Ferguson: 100.000%	Staked	4937.324	9-22-2021	12-21-2023
MC00015223	Active	Joy Ferguson: 100.000%	Staked	4153.915	9-22-2021	12-21-2023
MC00015246	Active	Joy Ferguson: 100.000%	Staked	4573.277	9-22-2021	12-21-2023
MC00015249	Active	Joy Ferguson: 100.000%	Staked	4226.697	9-22-2021	12-21-2023
MC00015253	Active	Joy Ferguson: 100.000%	Staked	5860.096	9-22-2021	12-21-2023
MC00015259	Active	Joy Ferguson: 100.000%	Staked	5630.546	9-22-2021	12-21-2023
MC00015262	Active	Joy Ferguson: 100.000%	Staked	2465.216	9-22-2021	12-21-2023
MC00015264	Active	Joy Ferguson: 100.000%	Staked	1758.671	9-22-2021	12-21-2023
MC00015265	Active	Joy Ferguson: 100.000%	Staked	4968.987	9-22-2021	12-21-2023
MC00015267	Active	Joy Ferguson: 100.000%	Staked	4847.359	9-23-2021	12-22-2023
MC00015270	Active	Joy Ferguson: 100.000%	Staked	5873.688	9-23-2021	12-22-2023
MC00015273	Active	Joy Ferguson: 100.000%	Staked	5800.032	9-23-2021	12-22-2023
MC00015277	Active	Joy Ferguson: 100.000%	Staked	589.165	9-23-2021	12-22-2023
MC00015278	Active	Joy Ferguson: 100.000%	Staked	4597.942	9-23-2021	12-22-2023
MC00015280	Active	Joy Ferguson: 100.000%	Staked	5948.523	9-23-2021	12-22-2023
MC00015290	Active	Joy Ferguson: 100.000%	Staked	5704.499	9-23-2021	12-22-2023
MC00015292	Active	Joy Ferguson: 100.000%	Staked	5915.522	9-23-2021	12-22-2023
MC00015293	Active	Joy Ferguson: 100.000%	Staked	5413.043	9-23-2021	12-22-2023
MC00015297	Active	Joy Ferguson: 100.000%	Staked	4854.243	9-23-2021	12-22-2023
MC00015301	Active	Joy Ferguson: 100.000%	Staked	2213.163	9-23-2021	12-22-2023
MC00015305	Active	Joy Ferguson: 100.000%	Staked	5771.071	9-23-2021	12-22-2023
MC00015310	Active	Joy Ferguson: 100.000%	Staked	5640.99	9-23-2021	12-22-2023

MC00015313	Active	Joy Ferguson: 100.000%	Staked	4388.097	9-24-2021	12-23-2023
MC00015317	Active	Joy Ferguson: 100.000%	Staked	5884.845	9-27-2021	12-26-2023

Page 5 of 6

Schedule B

MC00015322	Active	Joy Ferguson: 100.000%	Staked		4810.68	9-27-2021	12-26-2023
MC00015325	Active	Joy Ferguson: 100.000%	Staked		5950.035	9-27-2021	12-26-2023
MC00015327	Active	Joy Ferguson: 100.000%	Staked		4066.801	9-27-2021	12-26-2023
MC00015339	Active	Joy Ferguson: 100.000%	Staked		5908.893	9-27-2021	12-26-2023
MC00015342	Active	Joy Ferguson: 100.000%	Staked		5567.08	9-27-2021	12-26-2023
MC00015343	Active	Joy Ferguson: 100.000%	Staked		5567.911	9-27-2021	12-26-2023
MC00015345	Active	Joy Ferguson: 100.000%	Staked		3688.125	9-28-2021	12-27-2023
MC00015393	Active	Joy Ferguson: 100.000%	Staked		1813.152	9-29-2021	12-28-2023
MC00015394	Active	Joy Ferguson: 100.000%	Staked		803.648	9-29-2021	12-28-2023
MC00015395	Active	Joy Ferguson: 100.000%	Staked		1677.893	9-29-2021	12-28-2023
MC00015397	Active	Joy Ferguson: 100.000%	Staked		1508.944	9-29-2021	12-28-2023
MC00015619	Active	Joy Ferguson: 100.000%	Staked		5722.855	10-21-2021	1-19-2024
MC00015620	Active	Joy Ferguson: 100.000%	Staked		2524.71	10-21-2021	1-19-2024
MC00015626	Active	Joy Ferguson: 100.000%	Staked		3355.384	10-22-2021	1-20-2024
MC00015621	Active	Joy Ferguson: 100.000%	Staked		4526.523	10-21-2021	1-19-2024
MC00015622	Active	Joy Ferguson: 100.000%	Staked		5825.129	10-21-2021	1-19-2024
MC00015623	Active	Joy Ferguson: 100.000%	Staked		4776.551	10-22-2021	1-20-2024
MC00015624	Active	Joy Ferguson: 100.000%	Staked		4766.832	10-22-2021	1-20-2024
MC00015625	Active	Joy Ferguson: 100.000%	Staked		4563.736	10-22-2021	1-20-2024
MC00015627	Active	Joy Ferguson: 100.000%	Staked		5765.61	10-22-2021	1-20-2024
MC00015610	Active	Joy Ferguson: 100.000%	Staked		4435.997	10-21-2021	1-19-2024
MC00015614	Active	Joy Ferguson: 100.000%	Staked		5679.17	10-21-2021	1-19-2024
MC00015616	Active	Joy Ferguson: 100.000%	Staked		5496.397	10-21-2021	1-19-2024
MC00015617	Active	Joy Ferguson: 100.000%	Staked		5389.084	10-21-2021	1-19-2024
MC00015618	Active	Joy Ferguson: 100.000%	Staked		4562.615	10-21-2021	1-19-2024
MC00015229	Active	Joy Ferguson: 100.000%	Staked		4614.71	9-22-2021	12-21-2023
MC00015233	Active	Joy Ferguson: 100.000%	Staked		5981.705	9-22-2021	12-21-2023
MC00015236	Active	Joy Ferguson: 100.000%	Staked		759.864	9-22-2021	12-21-2023
MC00015241	Active	Joy Ferguson: 100.000%	Staked		5703.36	9-22-2021	12-21-2023
MC00015242	Active	Joy Ferguson: 100.000%	Staked		2655.103	9-22-2021	12-21-2023
MC00015243	Active	Joy Ferguson: 100.000%	Staked		5703.108	9-22-2021	12-21-2023
S-108354	Active	MATTHEW J. MASON: 50.000% T. YOUNG: 50.000%	Collins Bay	Yes	1619	9-23-2005	12-21-2032
S-111699	Active	T. YOUNG: 50.000% MATTHEW J. MASON: 50.000%	2Z Lake		25	11-25-2010	2-22-2024
S-112081	Active	T. YOUNG: 50.000% MATTHEW J. MASON: 50.000%	Russell		41.346	6-7-2012	9-4-2024
S-112082	Active	T. YOUNG: 50.000% MATTHEW J. MASON: 50.000%	Russell		394	6-7-2012	9-4-2024
				Total Ha 1,033,028 2,552,577			Ac

Page 6 of 6

SCHEDULE C

COMMON SHARES OF THE PURCHASER AUTHORIZED FOR ISSUANCE

As at the Effective Date, the following Common Shares were reserved for issuance:

1,937,500 Common Shares reserved for issuance upon the exercise of incentive stock options.
The Consideration Shares.

SCHEDULE D

ROYALTY AND PARTICIPATION AGREEMENT

ROYALTY AND PARTICIPATION AGREEMENT

Dated this _ day of _______, 2022

BETWEEN:

ATHA ENERGY CORP. , a company incorporated under the laws of British Columbia

(the “ Owner ”)

AND:

THE NEW SASKATCHEWAN SYNDICATE , an

unincorporated joint venture comprising Matthew J. Mason and Timothy A. Young, of 1[Address] - 925 West Georgia Street, Vancouver, British Columbia V6C 3L2

(individually, “Mason” and “Young” respectively, and collectively the “ Royalty Holder ”)

RECITALS:

A. WHEREAS the Owner and the Royalty Holder entered into a Sale and Purchase Agreement dated September 20, 2022 (the “ Head Agreement ”) pursuant to which, among other things, the Owner: (i) purchased certain mineral properties (the “ Initial Properties ”) from the Royalty Holder, and (ii) the Royalty Holder agreed to acquire certain additional mineral property interests in Saskatchewan and Alberta for the benefit of the Owner (the “ Additional Properties ”, and together with the Initial Properties, the “ Acquired Properties ”);
B. AND WHEREAS the Acquired Properties are to be subject to a royalty equal to 2% of Net Smelter Returns and a 2% gross overriding royalty for those properties not subject to the 2% of Net Smelter Returns royalty;
C. AND WHEREAS the Head Agreement also provides for the Royalty Holder to hold a 10% carried interest in each of the acquired properties;
D. AND WHEREAS pursuant to the Head Agreement, the Owner is now the legal and beneficial holder of a 100% undivided interest in certain mineral claims, located in Alberta and Saskatchewan, as more particularly described in Appendix “A” attached hereto and forming a part hereof (as the same currently exists and as the same may be extended, converted, revised and/or elevated, including, if and when the Owner acquires any future concessions or mineral tenures that are contiguous to the Property (as it currently exists), the “ Property ”);

40770.164423.GHS.22029296.1

D-2

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the premises and the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each Party, the Parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

==> picture [468 x 511] intentionally omitted <==

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1[Contract definitions and details]dules form an integral part of this Agreement.
1.2 For the purposes of this Agreement, unless the context otherwise requires, the following
terms shall have the respective meanings set out below and grammatical variations of such terms
shall have corresponding meanings:
“ Affiliate ” means with respect to a Person, any other Person that directly, or indirectly
through one or more intermediaries, Controls, is Controlled by or is under common
Control with, the subject Person;
“ Agreement ” means this Royalty and Participation Agreement as amended or
supplemented in accordance with the terms hereof;
“ Allowable Deductions ” means all costs, charges, deductions and expenses paid or
incurred by the Owner or its Affiliates for, or with respect to, Products comprising only
third party charges for treatment in smelting and refining and for transportation to the
smelter or refinery. For clarity, transportation costs include handling, assaying,
weighing, sampling, insurance, umpire and representative fees and costs, including
without limitation, metal losses, and other processor deductions. Allowable Deductions
will only include charges that meet the above mentioned criteria, that have been paid to
arm’s length Persons and that were incurred at facilities offsite. There will be no
Allowable Deductions from Gross Proceeds received as a result of a Loss;
“ Annual Report ” means a written report, in relation to any calendar year, detailing:
(i) the number of ounces or pounds of Products (on a Product by Product
basis) produced from the Property on a Month by Month basis, in the
applicable calendar year, as well as tonnes mined, average grade mined,
head grade of milled Products and metallurgical recovery in the
applicable calendar year;
(ii) if applicable, the names and addresses of each Offtaker to which the
Products referred to in subsection (i) were delivered;
(iii) the Gross Proceeds and the Allowable Deductions which were applied
against the Gross Proceeds and the Net Smelter Returns which have
resulted or which are estimated to result from the Products referred to in
subsection (i) on a Month to Month basis;
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D-3

(iv) the amount of the Royalty which has been paid to the Royalty Holder with respect to the Products referred to in subsection (i), in accordance with the provisions of this Agreement on a Month to Month basis; (v) the Product prices used by the Owner and its Affiliates for short term and long term planning purposes with respect to the Property; (vi) an updated mine operating and development plan and budget which includes updated reserves and resources, forecasted production during the upcoming annual calendar year period and any planned drilling and exploration activities within the Property during the upcoming annual calendar year period;

(vii) details of any material health or safety violations and material violations of any applicable laws (including environmental laws), in each case with respect to the Property; and

(viii) a summary of the status of any and all material permits and permit applications with respect to the Property and mining operations to be conducted thereon during the upcoming annual calendar year period;

“ Annual Report Dispute Notice ” has the meaning set forth in section 3.10;

“ Bankable Feasibility Study ” means a comprehensive report of the mineral deposit on the Property, in which all geologic, engineering, legal, operating, economic and other relevant factors are considered in sufficient detail that it could reasonably serve as the basis for a favourable final decision by a financial institution to finance the development costs to place the Property into Commercial Production. The Bankable Feasibility Study shall be compliant with National Instrument 43-101, or any successor instrument adopted by the Canadian Securities Administrators and shall include a reasonable assessment of the mineral ore reserves and their amenability to metallurgical treatment, a description of the work, equipment and supplies required to bring the Property into Commercial Production, including the initial rated capacity of the mining facilities and the estimated capital costs thereof, a description of the mining methods to be employed and a financial appraisal of the proposed operations supported by an explanation of the data used therein

“ BCICAC ” has the meaning set forth in section 7.1;
“ Business Day ” means a day that is not a Saturday, Sunday or any other day which is a statutory holiday or a bank holiday in Vancouver, British Columbia, Canada;
“ Carried Interest ” has the meaning set forth in Section 9.1; “ Commercial Production ” means the operation of the Property or any portion thereof as a producing mine and the production of Products therefrom, for a minimum period of 30 consecutive days at an average rate of not less than 70% of the initial rated capacity of the mining facilities, as set out in a Bankable Feasibility Study, and for greater certainty

D-4

does not include milling for the purpose of testing, milling by a pilot plant, or milling during an initial tune-up period of the mining facilities;

“ Confidential Information ” has the meaning set forth in section 10.2;
“ Consideration Royalty ” has the meaning set forth in section 2.8;
“ Control ” or “ Controlled ” means, when used as a verb:
(i) with respect to an entity, the ability, directly or indirectly through one or more intermediaries, to direct or cause the direction of the management and policies of the entity through the legal or beneficial ownership of voting securities or the right to appoint managers, directors or corporate management or by contract, operating agreement, voting trust or otherwise;
(ii) with respect to a natural person, the actual or legal ability to control the actions of another, through family relationship, agency, contract or otherwise; and;
(iii) when used as a noun, an interest that gives the holder the ability to exercise any of the powers described in subsections (i) and (ii) of this definition;
“ Demanding Party ” has the meaning set forth in section 7.1;
“ Dispute Notice ” has the meaning set forth in section 7.1;
“ Expert’s Report ” has the meaning set forth in section 3.10;
“ Gross Proceeds ” means proceeds received or deemed to be received by the Owner or its Affiliates from a Sale; “ Loss ” means loss of, theft of or damage to Products, whether or not occurring on or off the Property and whether the Products are in the possession of the Owner or its Affiliates or otherwise;
“ Losses ” means all damages, claims, losses (other than consequential damages or loss of profits), liabilities, fines, penalties and expenses;
“ Material Adverse Effect ” means an effect that is material and adverse to the business, affairs, capital, operations, properties, assets, liabilities (contingent or otherwise) or condition (financial or otherwise) of the Person in question;
“ Materials ” has the meaning set forth in section 2.5;
“ Month ” means a calendar month;

D-5

“ Monthly Average Spot Price ” means the average Spot Price for the applicable Product in United States dollars (or, should that quotation cease, another similar quotation acceptable to the Parties or, if they cannot agree, determined by arbitration hereunder), calculated by dividing the sum of all such prices with respect to the applicable Product reported for the Month by the number of days for which such prices were reported;

“ Net Smelter Returns ” means the Gross Proceeds from a Sale less Allowable Deductions; “Offer” has the meaning set forth in section 2.3;

“ Offtaker ” means the counterparty to an Offtake Agreement;

“ Offtake Agreement ” means any refining, smelting, brokering, marketing and/or processing agreement entered into by the Owner or its Affiliates with respect to Products;

“ Owner ” has the meaning set forth in the preambles to this Agreement;

“ Party ” or “ Parties ” means one or more of the parties to this Agreement;

“ Person ” means and includes any individual, corporation, limited liability company, partnership, firm, joint venture, syndicate, association, trust, governmental agency or board or commission or authority and any other form of entity or organization; “ Products ” means any and all economic marketable material, in whatever form or state, produced from the Property and without limitation, any products resulting from the further milling, processing or other beneficiation, including without limitation, ore concentrates, doré, powders or dusts, diamonds, evaporites, industrial minerals or Refined Metal;

“ Proposed Metal Stream ” has the meaning set forth in section 2.3;

“ Property ” has the meaning set forth in the preambles to this Agreement;

“ Purchase Price ” has the meaning set forth in section 2.1;

“ Refined Metal ” means gold, silver, lead, copper, zinc, platinum group or other marketable Products refined to standards meeting or exceeding commercial standards for the sale of such refined metals;

“ Released Property ” has the meaning set forth in section 2.7;

“ Relinquishment Event ” has the meaning set forth in section 2.7;

“ Responding Party ” has the meaning set forth in section 7.1;
“ Royalty ” means 2.0% of Net Smelter Returns;

“ Royalty Holder Indemnified Parties ” has the meaning set forth in section 5.1;

D-6

“ Royalty Holder’s Share of the Third Party Royalty ” has the meaning set forth in section 2.8;

“ Sale ” means a sale or transfer of title of Products by or on behalf of the Owner or any of its Affiliates to a Person, whether or not an Affiliate of the Owner and is deemed to include a deemed transfer of title to Products transported off the Property that the Owner elects to have credited to or held for its account by an Offtaker and is also deemed to include any Loss prior to any transfer or deemed transfer of title to Products;

==> picture [432 x 151] intentionally omitted <==

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

“ Selling Party ” has the meaning set forth in section 2.3;
“ Spot Price ” means (i) in the case of Refined Metal that is gold, the price of gold in U.S.
dollars on the London Metal Exchange, being the London P.M. gold fix; (ii) in the case
of Refined Metal that is silver, the price of silver in U.S. dollars quoted on the London
Metal Exchange; and (iii) in the case of other Refined Metals, the price per unit in U.S.
dollars for the relevant Refined Metal as quoted in “Metals Week”. If for any reason the
London Metal Exchange is no longer in operation or the spot price of any Refined Metal
is not quoted by the London Metal Exchange or in Metals Week, as applicable, the “Spot
Price” of such Refined Metal shall be determined by reference to the price of such
Refined Metal on another commercial exchange mutually acceptable to the Parties;
----- End of picture text -----

“ Third Party Agreement ” has the meaning set forth in section 2.8;

==> picture [434 x 163] intentionally omitted <==

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

“ Third-Party Offer ” has the meaning set forth in section 2.3;
“ Trading Activities ” has the meaning set forth in section 3.8; and
“ Transfer ” when used as a verb, means to sell, transfer, assign, mortgage, encumber,
charge, pledge, grant a right, title or interest in or to, grant or allow to exist any
encumbrance in respect of, or otherwise encumber or otherwise dispose of or commit to
dispose of, directly or indirectly, including through mergers, arrangements,
amalgamations, consolidations, asset sales or spin-out transactions. When used as a noun,
“Transfer” means a sale, grant, assignment, pledge or disposal or the commitment to do
any of the foregoing, directly or indirectly, including through mergers, arrangements,
amalgamations, consolidations, asset sale or spin-out transaction.
----- End of picture text -----

1.3 This Agreement shall be construed, interpreted and enforced in accordance with, and the respective obligations of the Parties shall be governed by, the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

1.4 If any one or more of the provisions contained in this Agreement is held to be invalid, illegal or unenforceable in any respect under the laws of any jurisdiction, the validity, legality and enforceability of such provision will not in any way be affected or impaired thereby under the laws of any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein will not in any way be affected or impaired thereby.

D-7

1.5 If any time period set forth in this Agreement ends on a day of the week which is not a Business Day, then notwithstanding any other provision of this Agreement, such period will be extended until the end of the next following day which is a Business Day.

1.6 The headings to the articles and sections of this Agreement are inserted for convenience only and will not affect the construction hereof.

1.7 In this Agreement:

(a) the singular includes the plural and vice versa;

(b) the masculine includes the feminine and vice versa;

(c) references to “Article,” “section” and “subsection” are to articles, sections and subsections of this Agreement, respectively;

(d) all provisions requiring a Party to do or refrain from doing something will be interpreted as the covenant of that Party with respect to that matter notwithstanding the absence of the words “covenants” or “agrees” or “promises”;

(e) all provisions requiring a Party to do something will be interpreted as including the covenant of that Party to cause that thing to be done when the Party cannot directly perform the covenant but can indirectly cause that covenant to be performed, whether by an Affiliate under its control or otherwise; and

(f) the words “hereto,” “herein,” “hereby,” “hereunder,” “hereof” and similar expressions when used in this Agreement refer to the whole of this Agreement and not to any particular article, part, section, exhibit or portion thereof.

ARTICLE 2

ROYALTY DESCRIPTION, RIGHTS OF FIRST REFUSAL, RELINQUISHMENT AND FUTURE ROYALTIES

2.1 In consideration of the payment by the Royalty Holder to the Owner of the sum of CAD$10.00 (the “ Purchase Price ”) and other good and valuable consideration, the receipt and sufficiency whereof being hereby acknowledged, the Owner does hereby grant to the Royalty Holder, and agrees to pay to the Royalty Holder, the Royalty all on the terms and conditions specified in this Agreement.

2.2 If there is a Sale by the Owner or an Affiliate other than to a smelter or refinery, the Royalty shall be 2.0% of the gross value of recoverable metals or other materials contained in such Products, without deductions except for penalties or offsets in respect of ore dependent factors, if any, imposed by the buyer in relation to the specific Products delivered. The amount of recoverable metals or other materials contained in Products removed from the Property shall be calculated and determined based upon assays, metallurgical tests and such other analyses as are customary in the industry which are conducted in a manner satisfactory to the Owner and the Royalty Holder, acting reasonably. If the Parties are unable to agree on the manner of conducting such assays,

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tests and analyses for a period of 30 days, either of the Parties may refer the question to arbitration hereunder and the decision of the arbitrator shall be final and binding upon the Parties. For the purposes of this section, the gross value of such metals or other materials shall be determined by multiplying the amount of such metals or other materials by the Monthly Average Spot Price.

2.3 If the Owner or any of its Affiliates (the “ Selling Party ”) shall receive a bona fide written offer from an arm’s length third Person that the Selling Party is prepared to accept (the “ Third-Party Offer ”) to purchase a metal royalty including, but not limited to, any gold royalty, gold stream, entering into any gold loan arrangement, on production from the Property or to purchase any participating interest in metal production from the Property (the “ Proposed Metal Stream ”), which offer shall state the price and all other pertinent terms and conditions upon which the said third-party wishes to complete the Proposed Metal Stream transaction, the Selling Party shall deliver a copy of the ThirdParty Offer to the Royalty Holder together with the Selling Party’s own offer to sell to the Royalty Holder all, but not less than all, of the Proposed Metal Stream on the same terms and conditions (the “ Offer ”). The Royalty Holder shall have 30 days from the date the Offer is received by the Royalty Holder, to notify the Selling Party whether it elects to acquire the Proposed Metal Stream at the price and on the terms and conditions set forth in the Offer. If the Royalty Holder does elect to accept the Offer, the transaction with respect to the Proposed Metal Stream shall be consummated promptly after notice of such election is delivered by the Royalty Holder. If the Royalty Holder fails to so elect within the period provided for in this section, the Selling Party shall have 60 days following the expiration of such period to consummate the transaction with respect to the Proposed Metal Stream with a third Person at a price and on terms no less favourable than those offered in the Offer and in accordance with this section. If the Selling Party fails to consummate the transaction with respect to the Proposed Metal Stream with a third Person within the period set forth in this section, the right of first refusal herein contained shall be deemed to be revived. Any subsequent proposal to complete a Proposed Metal Stream shall be conducted in accordance with the procedures set forth in this section.

For clarity, the procedures set forth in this section will not apply to traditional interest bearing loans, preferred or convertible equity, or a traditional hedge or off-take agreement that is a required component of a loan financing. This section is intended to capture financing structures, entered into by the Owner or its Affiliates, that a royalty company would typically enter into, including with respect to royalties, streams or stream-like financings based on production from the Property.

2.4 The Parties agree that, subject to the provisions of section 2.7 and to the extent permitted by applicable law, the Royalty constitutes an interest in the Property and will be a covenant running with the Property, will be enforceable as an in rem interest in land which shall run with the Property and will be binding upon and enure to the benefit of the Parties and their respective successors and assigns. It is the intention of the Parties that to the extent permissible at law, the Royalty on the Property shall be registerable or otherwise recordable in all public places where interests in land in respect of the Property are recordable and the Owner shall execute and deliver such further documents as may be

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necessary for the timely and effective recording or registration of a caution, notice or caveat in respect of this Agreement, in such public places.

2.5 All tailings, residues, waste rock, spoiled leach materials, and other materials (collectively the “ Materials ”) resulting from the Owner’s operations and activities on the Property shall be the sole property of the Owner, but shall remain subject to the obligation to pay the Royalty should the same be processed or reprocessed, as the case may be, in the future and result in Products. The Owner shall have the right to dispose of Materials from the Property, whether on or off the Property, and to commingle the same with Materials from other properties. In the event Materials are processed or reprocessed, as the case may be, the Royalty applicable thereto shall be determined on a pro rata basis as determined by using such reasonable and customary engineering and technical practices as are then available.

2.6 All determinations with respect to: (a) whether ore from the Property will be beneficiated, processed or milled by the Owner or sold in a raw state; (b) the methods of beneficiating, processing or milling any such ore; (c) the constituents to be recovered therefrom; and (d) the purchasers to whom any ore, minerals or mineral substances derived from the Property may be sold, shall be made by the Owner in its sole and absolute discretion.

2.7 If the Owner or an Affiliate of the Owner wishes to abandon, relinquish or terminate or not renew (the “ Relinquishment Event ”) all or any portion of the Property (the “ Released Property ”), then the Owner shall provide the Royalty Holder with a minimum of 30 days prior written notice of such intended Relinquishment Event. Upon receipt of the said notice, the Royalty Holder shall have a period of 10 days within which to advise the Owner in writing that it desires to acquire the Released Property for consideration equal to CAD$10.00. If the Royalty Holder shall forward such written notice to the Owner within the said 10 day period, the Owner shall thereafter do all such acts and things or shall cause all such acts and things to be done, at the Royalty Holder’s sole cost and expense, to assign or convey, as appropriate, the Released Property to the Royalty Holder and to have the Released Property recorded or registered into the name of the Royalty Holder. The Owner covenants with the Royalty Holder that the Released Property shall be in good standing for not less than 12 months on the effective date of the transfer. If the Royalty Holder does not forward the said written notice to the Owner within the said 10 day period, then the Owner or the Affiliate of the Owner shall have the right to complete the Relinquishment Event with respect to the applicable Released Property.

If a Relinquishment Event is completed and within five years thereafter, the Owner or any Affiliate of the Owner subsequently reacquires a direct or indirect beneficial interest in the Released Property, then such Released Property will once again be subject to the obligation to pay the Royalty with respect thereto. 2.8 If, at any time after the date hereof, the Owner or an Affiliate of the Owner shall enter into discussions with a third party regarding a potential agreement with respect to the Property (a “ Third-Party Agreement ”) and such Third-Party Agreement includes or is deemed to include any type of royalty, including, but not limited to net smelter returns

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royalties, gross revenue royalties, net profit interests, and any other percentage or revenue or income percentage payable to the Owner as part of the consideration (the “ Consideration Royalty ”), then;

(a) the Owner shall have the obligation to advise the Royalty Holder in writing a minimum of 48 hours prior to signing a Third-Party Agreement that includes a Consideration Royalty;

(b) the Royalty Holder shall be entitled to receive 50% of the Consideration Royalty (the “ Royalty Holder’s Share of the Consideration Royalty ”) such that each of the Owner and the Royalty Holder shall hold an equal interest therein and be entitled to receive equal payments from such Consideration Royalty;

(c) the Royalty Holder’s Share of the Consideration Royalty shall be deemed to have been acquired by the Owner or its Affiliate for and on behalf of the Royalty Holder, in its capacity as trustee and not as beneficial owner;

(d) the Owner shall cause the third party to enter into a separate royalty agreement with the Royalty Holder, with respect to the Royalty Holder’s Share of the Consideration Royalty, on the same terms and conditions as apply to the remainder of the Consideration Royalty; and

(e) the Royalty Holder shall have the full right to sell, assign and transfer its rights under this Section to any Person.

2.9 Upon reasonable notice to the Owner, and upon the making of reasonable arrangements, the Royalty Holder shall have the right to receive all or part of the Royalty for any Product in kind.

ARTICLE 3 PAYMENTS, TRADING ACTIVITIES AND BOOKS AND RECORDS

3.1 The obligation to pay the Royalty will accrue when there has been a Sale, provided that any Royalty due in respect of a Loss will accrue when the insurance proceeds are paid.

3.2 Where a Sale (including an insurance settlement in respect of a Loss) is made on a provisional basis, the amount of the Royalty payable will be based upon the amount of metal or other Products (or the amount of the insurance settlement received in respect of a Loss) credited by such provisional settlement, but will be adjusted to account for the amount of metal or other Products (or the amount of the insurance settlement received in respect of a Loss) established by final settlement with the treatment facility or with the purchaser or insurer, as the case may be. If production has ceased, settlement will be made between the Parties by cash payment.

3.3 Royalty payments will be due and payable quarterly on the last day of the Month following the end of the calendar quarter in which the same accrued. The Owner shall pay interest on any delinquent Royalty payment at a rate per annum of 10%, compounded annually, commencing on the date on which such delinquent payment was properly due

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and continuing until the date on which the Royalty Holder receives payment in full of such delinquent payment and all accrued interest thereon.

3.4 Royalty payments will be accompanied by a statement showing in reasonable detail on a Product by Product basis for the relevant calendar quarter:

(a) the quantities, grades, tonnes mined, mined grade, head grade of milled Products and metallurgical recoveries of Products (on a Product by Product basis) produced;

(b) the quantities and grades of Products (on a Product by Product basis) produced and for which there was a Sale in the quarter;

(c) the Gross Proceeds of Sale received in the quarter (on a Product by Product basis), setting out the applicable Offtakers, and the number of ounces, tonnes or pounds, as applicable, of each of the Products sold in each Month of the quarter as well as the Monthly Average Spot Price for each of each such Product for each Month of the quarter;

(d) the Allowable Deductions in the quarter;

(e) any adjustments to provisional settlements; and

(f) other pertinent information in sufficient detail to explain the calculation of the Royalty payment.

3.5 Subject to section 3.2, all Royalty payments will be considered final and in full satisfaction of all obligations of the Owner with respect thereto, unless the Royalty Holder gives the Owner written notice describing and setting forth a specific objection to the determination thereof within 12 months after the receipt by the Royalty Holder of the quarterly Royalty statement. In addition to the provisions of section 3.9 and 3.10, if the Royalty Holder objects to a particular quarterly statement as herein provided, then:

(a) the Royalty Holder will have the right, upon reasonable notice and at a reasonable time, and for a reasonable period of duration, to have the Owner’s accounts and records relating to the calculation of the Royalty in question audited by a chartered professional accountant selected by the Royalty Holder;

(b) if such audit determines that there has been a deficiency or an excess in the payment made to the Royalty Holder, such deficiency or excess will be resolved by adjusting the next quarterly Royalty payment due hereunder. If production has ceased, settlement will be made between the Parties by cash payment; and

(c) the Royalty Holder will pay all costs of such audit unless a deficiency of three percent or more of the amount due to the Royalty Holder is determined to exist. The Owner will pay the costs of such audit if a deficiency of two percent or more of the amount due is determined to exist.

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Failure on the part of the Royalty Holder to make a claim on the Owner for adjustment in such one year period will establish the correctness of the payment and preclude the filing of exception thereto or the making of claims for adjustment thereon.

3.6 All payments in respect of the Royalty will be made in Canadian dollars.

3.7 Payments made under or pursuant to this Agreement will be made without demand, notice, set-off or reduction, by wire transfer in good, immediately available funds, to such account or accounts as the Royalty Holder may designate pursuant to wire instructions provided by the Royalty Holder to the Owner not less than three Business Days prior to the dates upon which such payments are to be made. The date the wire transfer process is initiated shall be the date of such payment, provided that the Royalty Holder receives such payment, and the Owner shall have no duty to otherwise apportion any payment to the Royalty Holder or its successors or assigns.

3.8 The Owner will have the right to market and sell Refined Metal in any manner it may elect, and will have the right to engage in forward sales, futures trading or commodity options trading and other price hedging, price protection, and speculative arrangements (the “ Trading Activities ”) which may involve the possible physical delivery of Products. In determining the net proceeds from the Sale of any Products subject to the Royalty, the Owner will not be entitled to deduct from Gross Proceeds any losses suffered by the Owner, a shareholder of the Owner or an Affiliate of the Owner in Trading Activities. If the Owner engages in Trading Activities, the Royalty will be determined on the basis of the value of the Products produced and without regard to the price or proceeds actually received by the Owner for or in connection with the Sale, or the manner in which a Sale to a third party is made by the Owner, such value to be based on the Monthly Average Spot Price for the Month during which Products are credited to the account of the Owner or any Affiliate with a smelter or refiner, or, if the Owner engages in Trading Activities in respect of Products other than Refined Metal, the Gross Proceeds will be based on the value of such Products at the time such Products are actually delivered to third parties. The Parties agree that the Royalty Holder is not a participant in the Trading Activities of the Owner, and therefore the Royalty will not be diminished or improved by losses or gains of the Owner or any of its Affiliates in any such Trading Activities.

3.9 The Owner shall keep true, complete and accurate books and records of all of its operations and activities with respect to the Property, including the mining of Products therefrom and the mining, stockpiling, treatment, processing, refining and transportation of Products, prepared in accordance with good mining industry practice, consistently applied. Subject to section 10.2, the Royalty Holder and/or its authorized representatives shall be entitled, upon delivery of three Business Days advance written notice, during the normal business hours of the Owner, in a manner that does not unreasonably interfere with the Owner’s business, to perform audits or other reviews and examinations of the Owner’s books and records relevant to the calculation and payment of the Royalty pursuant to this Agreement to confirm compliance with the terms of this Agreement, including without limitation, calculations of Net Smelter Returns. Without limiting the generality of the foregoing, the Royalty Holder shall have the right to audit all invoices and other records relating to the transportation of Products from the Property to any mill,

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refinery or other processor at which Products from the Property may be milled, smelted, concentrated, refined or otherwise treated or processed and relating to the transportation of Products in the form of concentrates, doré, slag or other waste products from any mill at which Products from the Property may be milled, to a processor. The Royalty Holder shall diligently complete any audit or other examination permitted hereunder. All expenses of any audit or other examination permitted hereunder shall be paid by the Royalty Holder, unless the results of such audit or other examination permitted hereunder disclose a deficiency in respect of any Royalty payments paid to the Royalty Holder hereunder in respect of the period being audited or examined in an amount greater than three percent of the amount of the Royalty properly payable with respect to such period, in which event all expenses of such audit or other examination shall be paid by the Owner.

In performing such audit the Royalty Holder and/or its agents shall have reasonable access to all sampling, assay, weighing, and production records, including all mining, stockpile and milling records of the Owner relating to the Property and any Products derived from the Property (and the Royalty Holder shall be allowed to make notes or a photocopy thereof, subject to the provisions of section 10.2), all of which such records shall be kept and retained by the Owner in accordance with good mining industry practice for a period of six years.

3.10 The Owner shall deliver to the Royalty Holder an Annual Report on or before 120 days after the last day of each fiscal year of the Owner. With respect to any Annual Report, the Royalty Holder shall have the right to dispute any information in the definition of Annual Report in accordance with the provisions of this section. If the Royalty Holder disputes any of that information in an Annual Report:

(a) the Royalty Holder shall notify the Owner in writing within 90 days from the date of delivery of the applicable Annual Report that it disputes the accuracy of that Annual Report (or any part thereof) (the “ Annual Report Dispute Notice ”);

(b) the Royalty Holder on the one hand and the Owner on the other hand shall have 90 days from the date the Annual Report Dispute Notice is delivered by the Royalty Holder to resolve the dispute. If the Royalty Holder and the Owner have not resolved the dispute within the said 90 day period, a mutually agreed independent third-party expert will be appointed to prepare a report with respect to the dispute in question (the “ Expert’s Report ”). If the Royalty Holder and the Owner have not agreed upon such expert within a further 10 days after the said 90 day period, then the dispute as to the expert shall be resolved by the dispute mechanism procedures set forth in Article 7;

(c) if the Expert’s Report concludes that the amount of the Royalty which was to have been paid to the Royalty Holder was deficient by three percent or less from the Royalty set out in the Annual Report, then the cost of the Expert’s Report shall be borne by the Royalty Holder;

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(d) if the Expert’s Report concludes that the amount of the Royalty which was to have been paid to the Royalty Holder was deficient by more than three percent from the Royalty set out in the Annual Report, then the cost of the Expert’s Report shall be borne by the Owner; and

(e) if the Royalty Holder or the Owner disputes the Expert’s Report and such dispute is not resolved between the Parties within ten days after the date of delivery of the Expert’s Report, then such dispute shall be resolved by the dispute mechanism procedures set forth in Article 7.

If the Owner does not deliver an Annual Report as required pursuant to this Article, the Royalty Holder shall have the right to perform or to cause its representatives or agents to perform, at the cost and expense of the Owner, an audit of the books and records of the Owner relevant to the Royalty in conjunction with the provisions of section 3.9. The Owner shall grant the Royalty Holder and its agents access to all such books and records on a timely basis during normal business hours. In order to exercise this right, the Royalty Holder must provide not less than three Business Days’ written notice to the Owner of its intention to conduct the said audit. If within seven days of receipt of such notice, the Owner delivers the applicable Annual Report, then the Royalty Holder shall have no right to perform the said audit. If the Owner delivers the Annual Report before the delivery of the report prepared in connection with the said audit, the applicable Annual Report shall be taken as final and conclusive, subject to the rights of the Royalty Holder as set forth in Article 7. Otherwise, absent any manifest or gross error in the Royalty Holder’s audit report, the said audit report shall be final and conclusive, subject to the provisions of Article 7.

3.11 Subject at all times to the workplace rules and supervision of the Owner, and in compliance with applicable laws, the Royalty Holder shall, at all reasonable times and intervals and upon reasonable notice, and at its sole risk and expense, have:

(a) a right of access by its representatives to the Property and to any mill used by the Owner to process Products derived from the Property (provided that in the event such mill is not owned or controlled by the Owner, such right of access shall only be the same as any such right of access of the Owner);

(b) the right: (i) to monitor the stockpiling and milling of ore or Products derived from the Property and to take samples from the Property or from any mill or processor for the purposes of assay verifications; and (ii) to weigh or to cause the Owner to weigh all trucks transporting Products from the Property to any mill processing Products from the Property prior to dumping of such ore and immediately following such dumping; and

(c) the right of access to the Property and to all information and data necessary to enable the Royalty Holder to prepare a NI 43-101-compliant report with respect to the Royalty.

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The Royalty Holder shall defend, indemnify and hold the Owner harmless from and against any Losses for damage to property or injury to or death of Persons arising from any such inspection, except to the extent the same are caused by the negligence or willful misconduct of the Owner.

3.12 The Owner does hereby covenant and agree that it shall do all such acts and things and it shall not omit to do any acts or things as shall be necessary in order to obtain all necessary approvals as shall be required in order to be able to execute, deliver and perform its obligations under this Agreement.

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS

4.1 The Owner hereby represents and warrants to and in favour of the Royalty Holder and acknowledges and agrees that the Royalty Holder is entering into this Agreement on the basis of such representations and warranties, namely, that the Owner has the corporate power, capacity and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement by the Owner has been duly authorized by all required corporate action of the Owner; this Agreement represents a valid and binding obligation of the Owner duly enforceable against the Owner in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally; and the Property is free and clear of all liens, charges, security interests, claims, mortgages and other encumbrances.
4.2 The Royalty Holder represents and warrants to and in favour of the Owner and acknowledges and agrees that the Owner is entering into this Agreement on the basis of such representations and warranties, namely, that it has the power, capacity and authority to execute, deliver and perform this Agreement and the execution, delivery and performance of this Agreement by it has been duly authorized by all required action and this Agreement represents a valid and binding obligation of the Royalty Holder duly enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or similar laws or by equitable principles generally.

ARTICLE 5 INDEMNITIES

5.1 The Owner does hereby agree to defend, indemnify, reimburse and hold harmless the Royalty Holder, its officers, directors, employees, agents, affiliates and its successors and assigns (collectively, the “ Royalty Holder Indemnified Parties ”), and each of them, from and against any and all Losses that the Royalty Holder Indemnified Parties may sustain, suffer or incur as a result of:
(a) a breach of this Agreement by the Owner;
(b) operations conducted on or in respect of the Property by or on behalf of the Owner or any of its Affiliates that result from or relate to the mining, handling, transportation, smelting or refining of the Products, including without limitation

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Losses, in any way arising from or connected with any non-compliance with environmental laws or any contaminants or hazardous substances on, in or under the Property or the soil, sediment, water or groundwater forming part thereof, whether in the past, present or future, or any contaminants or hazardous substances on any other lands or areas having originated or migrated from the Property or the soil, sediment, water or groundwater forming part thereof; and

(c) any and all legal fees and disbursements that the Royalty Holder may be required to pay from time to time for or in connection with a dispute among the Royalty Holder and the Owner as to whether certain costs, charges, deductions and expenses are “Allowable Deductions” for the purposes of this Agreement (but only if, either by settlement by mutual agreement between the Royalty Holder and the Owner, or by a dispute resolution mechanism, including without limitation, court proceeding or arbitration, it shall finally be determined or decided that the Owner overstated the Allowable Deductions in any material respect).

ARTICLE 6 TRANSFER RIGHTS

6.1 The Owner may Transfer, in whole or in part: (i) the Property; or (ii) its rights and obligations under this Agreement; (it being understood that a Transfer may only be subject to a Transfer together with the Owner’s rights and obligations, as the case may be, under this Agreement), so long as the following conditions are satisfied:
(a) the Owner provides the Royalty Holder with at least 30 days prior written notice of the intent to Transfer of the Owner;

(b) any purchaser, merged company, transferee or assignee, as a condition to completion of the Transfer, agrees in writing in favour of the Royalty Holder, to be bound by the terms of this Agreement, including without limitation, this section, pursuant to an instrument in writing that is satisfactory to the Royalty Holder, acting reasonably, and the Royalty Holder does not suffer a Material Adverse Effect in relation to the transactions set forth in this Agreement; and

(c) any transferee of the Owner that is a mortgagee, chargeholder or encumbrancer obtains an agreement in writing in favour of the Royalty Holder from any subsequent purchaser or transferee of such mortgagee, chargeholder or encumbrancer that such subsequent mortgagee, chargeholder or encumbrancer will be bound by the terms of this Agreement (with respect to the latter, if applicable), and the Royalty Holder does not suffer a Material Adverse Effect in relation to the transactions set forth in this Agreement.

For clarity: (i) any such Transfer by the Owner shall not relieve the Owner from any of its liabilities or obligations hereunder if the transferee or assignee is an Affiliate of the Owner; and (ii) each Affiliate of the Owner that has a direct or indirect interest in the Property (a “ Related Guarantor ”) shall be obligated to first execute and deliver to the Royalty Holder an instrument (in form and substance acceptable to the Royalty Holder,

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acting reasonably) pursuant to which the Related Guarantor agrees to be bound by the terms hereof in its capacity as guarantor and by all of the liabilities and obligations of the transferor guarantor hereunder in the same manner and to the same extent as through the Related Guarantor was an original party hereto.

6.2 E[Assignment conditions], Mason and Young shall have the right to Transfer or encumber, in whole or in part, its rights and obligations under this Agreement to any other Person or Persons. The Royalty Holder, Mason and Young shall also have the right to charge, pledge or assign as security to a lender its rights under this Agreement. In the case of a Transfer of the Royalty or Carried Interest under this Agreement, the Royalty Holder, Mason or Young, as applicable, shall be released from the transferred obligations under this Agreement.

6.3 The Owner may, at its sole discretion, enter into a joint venture agreement with respect to the Property so long as prior to the execution of any joint venture agreement, both the Owner and the proposed joint venture partner agree in favour of the Royalty Holder to be bound by the terms of this Agreement, including without limitation, this section, pursuant to an instrument in writing that is satisfactory to the Royalty Holder, acting reasonably, and the Royalty Holder does not suffer a Material Adverse Effect in relation to the transactions set forth in the proposed joint venture agreement.
6.4 The Owner covenants to and in favour of the Royalty Holder that the terms of any project financing arranged with respect to the Property shall not allow for the lenders to prohibit or interfere with any Royalty payments due to the Royalty Holder hereunder or allow for cash sweeps or payments of excess cash flow to the lenders in priority to any Royalty payments due to the Royalty Holder hereunder. In connection with any such project financing the Owner shall obtain at the closing of such project financing a certificate executed by an authorized officer of each lending institution or any other third party to the project financing, acknowledging the validity and existence of this Agreement and the Royalty obligations under this Agreement and agreeing that it will not object to or attempt to prohibit payment of any of the payments of the Royalty hereunder.

ARTICLE 7 DISPUTE RESOLUTION

7.1 In the event of a dispute in relation to this Agreement, including without limitation, the existence, validity, performance, breach or termination hereof or any matter arising hereunder, including whether any matter is subject to arbitration, the Parties agree to negotiate diligently and in good faith in an attempt to resolve such dispute. Failing resolution satisfactory to either Party, within ten days of the time frame specified herein or if no time frame is specified within ten days of the delivery of notice by either Party of the said dispute, which shall be after the dispute remains open for a period of 90 days, either Party may request that the dispute be resolved by binding arbitration, conducted in English, in Vancouver, British Columbia, pursuant to the domestic commercial arbitration rules of the British Columbia International Commercial Arbitration Centre (the “ BCICAC ”). The appointing authority shall be the BCICAC and the case shall be

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administered by the BCICAC in accordance with its Domestic Commercial Arbitration Rules of Procedure, subject to the following:

(a) to demand arbitration either Party (the “ Demanding Party ”) shall give written notice (the “ Dispute Notice ”) to the other Party (the “ Responding Party ”), which Dispute Notice shall toll the running of any applicable limitations of actions by law or under this Agreement. The Dispute Notice shall specify the nature of the allegation and the issues in dispute, the amount or value involved (if applicable) and the remedy requested. Within 15 Business Days of receipt of the Dispute Notice, the Responding Party shall answer the demand in writing, responding to the allegations and issues that are disputed;
(b) the Demanding Party and the Responding Party shall mutually agree upon one single qualified arbitrator within seven Business Days of the Responding Party’s answer, failing which either the Demanding Party or the Responding Party may request the BCICAC to appoint one qualified arbitrator within five Business Days of the Responding Party’s answer. The arbitrator shall be a disinterested person qualified by experience to hear and determine the issues to be arbitrated;
(c) no later than 15 Business Days after hearing the representations and evidence of the Parties, the arbitrator shall make its determination in writing in English and shall deliver one copy to each of the Parties. The written decision of the arbitrator shall be final and binding upon the Parties in respect of all matters relating to the arbitration, the procedure, the conduct of the Parties during the proceedings and the final determination of the issues in the arbitration. There shall be no appeal from the determination of the arbitrator to any court. The decision rendered by the arbitrator may be entered into any court for enforcement purposes;
(d) the arbitrator may determine all questions of law and jurisdiction (including questions as to whether or not a dispute is arbitratable) and all matters of procedure relating to the arbitration;
(e) the arbitrator shall have the right to grant legal and equitable relief and to award costs (including reasonable legal fees and the costs of arbitration) and interest. The costs of any arbitration shall be borne by the Parties in the manner specified by the arbitrator in its determination, if applicable. The arbitrator may make an interim order, including injunctive relief and other provisional, protective or conservatory measures, as well as orders seeking assistance from a court in taking or compelling evidence or preserving and producing documents regarding the subject matter of the dispute;
(f) all papers, notices or process pertaining to an arbitration hereunder may be served on a Party as provided in this Agreement; and
(g) the Parties agree to treat as Confidential Information, in accordance with the provisions of section 10.2, the following: the existence of the arbitral proceedings; written notices, pleadings and correspondence in relation to the

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arbitration; reports, summaries, witness statements and other documents prepared in respect of the arbitration; documents exchanged for the purposes of the arbitration; and the contents of any award or ruling made in respect of the arbitration. Notwithstanding the foregoing part of this section, a Party may disclose such Confidential Information in judicial proceedings to enforce, nullify, modify or correct an award or ruling and as permitted under section 10.2.

ARTICLE 8 OPERATION OF THE PROPERTY

8.1 The Owner will have complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted on or for the benefit of the Property and may suspend operations and production on the Property at any time it considers prudent or appropriate to do so. The Owner will owe the Royalty Holder no duty to explore, develop or mine the Property, or to do so at any rate or in any manner other than that which the Owner may determine in its sole and unfettered discretion.
8.2 Commingling of Products from the Property with other ores, doré, concentrates, metals, minerals or mineral by-products produced elsewhere is not permitted without the consent of the Royalty Holder, such consent not to be unreasonably withheld, delayed or conditioned.

ARTICLE 9 CARRIED INTEREST

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9.1 T[Contract definitions and details]ees that the Royalty Holder is entitled to a 10%
undivided interest in the Property (the “ Carried Interest ”), until such time as the Owner
completes or causes to be completed a Bankable Feasibility Study in respect of a Property
and the Owner has delivered a copy of such Bankable Feasibility Study to the Royalty
Holder and provided at least 30 days’ written notice to the Royalty Holder, at which time
the Royalty Holder may by written notice to the Owner unanimously elect to:
(a) participate in the further development of the Property by paying its 10% share of
future costs for the Property in accordance with the terms of a joint venture
agreement to be negotiated by the parties acting reasonably (in which case, the
Carried Interest in respect of the Property is converted into, and is referred to
herein as, a “ Participating Interest ”); or
(b) convert their Carried Interest in the Property into an additional 2.0% Royalty (in
aggregate) payable from the proceeds of Commercial Production from the
Property (for an aggregate Royalty of 4.0% in the Property), and for greater
certainty, it is intended by the parties that the additional Royalty will also run with
the applicable Property and that the Purchaser will be entitled to register the
additional Royalty against title to the Property;
provided that if the Royalty Holder fails to give such notice of election to The Owner,
then the Royalty Holder shall be deemed to have elected to convert the Carried Interest
into an additional 2.0% Royalty in accordance with subsection 9.1(b) above.
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9.2 The Royalty Holder will not have to contribute any monies towards the costs of

maintaining, exploring or developing the Property prior to making the election pursuant to Section 9.1, which shall be borne by the Owner. If the Royalty Holder elects to convert the Carried Interest into a Participating Interest pursuant to Section 9.1(a), the Royalty Holder shall be responsible for its proportionate share of all costs incurred, commencing on the effective date of such conversion.

ARTICLE 10 MISCELLANEOUS

10.1 This Agreement and the rights and obligations of the Parties hereunder are strictly limited to the Property. Each Party will have the free and unrestricted right to enter into, conduct and benefit from any and all business ventures of any kind whatsoever, whether or not competitive with the activities undertaken pursuant hereto, without disclosing such activities to the other Party or inviting or allowing the other Party to participate therein including activities involving mineral claims or mineral leases adjoining the Property.
10.2 All information, data, reports, records, analyses, economic and technical studies and test results relating to the Property and the activities of the Owner or any other party thereon and the terms and conditions of this Agreement, all of which will hereinafter be referred to as “Confidential Information,” will be treated by the Royalty Holder as confidential and will not be disclosed to any person not a party to this Agreement, except in the following circumstances:
(a) the Royalty Holder may disclose Confidential Information to its auditors, legal counsel, institutional lenders, financiers, strategic partners, brokers, underwriters and investment bankers, provided that such non-party users are advised of the confidential nature of the Confidential Information, undertake to maintain the confidentiality thereof and are strictly limited in their use of the Confidential Information to those purposes necessary for such non-party users to perform the services for which they were retained by the Royalty Holder;
(b) the Royalty Holder may disclose Confidential Information to prospective purchasers of the Royalty Holder’s right to receive the Royalty or other rights under this Agreement, provided that each such prospective purchaser first agrees in writing to hold such information in confidence in accordance with this section and to use it exclusively for the purpose of evaluating its interest in purchasing such Royalty or other rights;
(c) the Royalty Holder may disclose Confidential Information where that disclosure is necessary to comply with its disclosure obligations and requirements under any securities law, rules or regulations or stock exchange listing agreements, policies or requirements or in relation to proposed credit arrangements, and the Owner agrees to provide to the Royalty Holder all such information as the Royalty Holder, acting reasonably, determines is necessary or desirable to fulfill the Royalty Holder’s disclosure obligations and requirements under applicable securities laws; or

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(d) with the approval of the Owner.

Any Confidential Information that becomes part of the public domain by no act or omission in breach of this section will cease to be confidential information for the purposes of this section.

10.3 This Agreement is not intended to, and will not be deemed to, create any partnership relation between the Parties including without limitation, a joint venture, mining partnership or commercial partnership. The obligations and liabilities of the Parties will be several and not joint, and none of the Parties will have or purport to have any authority to act for or to assume any obligations or responsibility on behalf of the other Party. Nothing herein contained will be deemed to constitute a Party, the partner, agent, joint venturer or legal representative of the other Party.
10.4 No waiver of or with respect to any term or condition of this Agreement shall be effective unless it is in writing and signed by the waiving Party, and then such waiver shall be effective only in the specific instance and for the purpose for which given. No course of dealing between the Parties, nor any failure to exercise, nor any delay in exercising, on the part of any one Party hereunder, any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any specific waiver of any right, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.
10.5 Time shall be of the essence in the performance of any and all of the obligations of the Parties hereunder, including without limitation, the payment of monies.
10.6 Each Party will, at the request of another Party and at the requesting Party’s expense, execute all such documents and take all such actions as may be reasonably required to effect the purposes and intent of this Agreement.
10.7 In the event a court of competent jurisdiction determines that any provision of this Agreement violates the statutory or common law Rule Against Perpetuities, then such provision shall automatically be revised and reformed as necessary to comply with the Rule Against Perpetuities and this Agreement shall not be terminated solely as a result of a violation of the Rule Against Perpetuities.
10.8 This Agreement, including the Schedule hereto, constitutes the entire agreement of the Parties with respect to the subject matter hereof, all previous agreements and promises in respect thereto being hereby expressly rescinded and replaced hereby. No modification or alteration of this Agreement will be effective unless in writing executed subsequent to the date hereof by the Parties. No prior written or contemporaneous oral promises, representations or agreements are binding upon the Parties. There are no implied covenants contained herein.
10.9 Any notice, demand, consent or other communication (“ Notice ”) given or made under the Agreement:
(a) must be in writing and signed by a person duly authorised by the sender;

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(b) must be delivered to the intended recipient by hand, by overnight courier or by email to the address or email address below or the address or email address last notified by the intended recipient to the sender:

The New Saskatchewan Syndicate 1[Address]910-925 West Geor Vancouver, British Columbia, V6C 3L2

Attention: M[Names]atthewhy Y oung Email: t[Email address][email protected] [Email address]au s.net

with a copy to the Vendors’ counsel at:

Lawson Lundell LLP 1600 Cathedral Place, 925 West Georgia Street Vancouver, British Columbia, V6C 3L22X8

Attention: M[Name]H. Scott Email: g[Email address]nlundell.com

if to the Purchaser at:

Atha Energy Corp. 1250 – 1066 Hastings Street W. Vancouver, British Columbia, V6E 3X1

Attention: Mike Castanho, Interim Chief Executive Officer Email: [email protected]

with a copy to Purchaser’s solicitors at:

Pushor Mitchell LLP 301 - 1665 Ellis Street Kelowna, British Columbia, V1Y 2B3

Attention: Keith C. Inman Email: [email protected]

but if the result is that a Notice would be deemed to be given or made on a day which is not a Business Day in the place to which the Notice is sent or is later than 4:00 pm (local time at the place of delivery), it will be deemed to have been duly given or made at the commencement of business on the next Business Day in that place.

D-23

10.10 This Agreement may be executed in multiple counterparts, each of which will constitute an original, but all of which together will constitute one and the same instrument.
10.11 Unless instructed in writing by the Royalty Holder to the contrary, all payments to the Royalty Holder shall be made to Mason and Young, each as to 50%.
10.12 This Agreement will enure to the benefit of and be binding on the Parties and their respective successors and permitted assigns.

SIGNATURE BLOCKS APPEAR ON NEXT PAGE

D-24

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

SIGNED, SEALED and DELIVERED by ) TIMOTHY A. YOUNG ) in the presence of: ) ) ) Witness ) Timothy A. Young SIGNED, SEALED and DELIVERED by ) MATTHEW J. MASON ) in the presence of: ) ) ) Witness ) Matthew J. Mason

ATHA ENERGY CORP.

Per: _________ Name: Mike Castanho Title: Interim Executive Officer

APPENDIX “A” TO SCHEDULE “D”

(To be completed at the time of execution of the Royalty and Participation Agreement)

SCHEDULE E

PERMITTED ENCUMBRANCES

General Permitted Encumbrances

Any Encumbrances registered or filed with a Governmental Agency.
Encumbrances for taxes, royalties of any Governmental Agency, assessments and similar charges that are not yet due or are being contested in good faith.
Undetermined or inchoate liens, charges and privileges (including mechanics’, construction, carriers’, workers’, repairers’, storers’ or similar liens) which, individually or in the aggregate, are not material, arising or incurred in the ordinary course of business.
Minor title defects or irregularities or servitudes, easements, restrictions, encroachments, covenants, rights of way and other similar rights or restrictions in real property or mineral property, or any interest therein, whether registered or unregistered, which individually or in the aggregate would not prevent the continued use and exploration of the NSS Properties as presently conducted.
The provisions of applicable Laws, including by-laws, regulations, airport zoning regulations, ordinances and similar instruments relating to development and zoning.
Statutory liens, adverse claims or Encumbrances of any nature whatsoever claimed or held by any Governmental Agency that have not at the time been filed or registered against the title to the NSS Properties or served pursuant to applicable Law.
Statutory liens incurred or deposits made in the ordinary course of the business in connection with worker’s compensation, unemployment insurance and similar legislation, but only to the extent that each such statutory lien or deposit relates to amounts not yet due.
Statutory exceptions to title and any reservations, exceptions, limitations, provisos and conditions pertaining to mineral property as provided by applicable Law.
Any minor encroachments by any structure located on the NSS Properties onto any adjoining property and any minor encroachments by any structure located on adjoining property onto the NSS Properties.
Rights associated with any actual or potential competing interest in, or uses for, all or any part of the NSS Properties granted by any Governmental Agency including the occurrence of traplines, environmentally sensitive areas, unique or at risk species, parks proposals, reserves established by Law or otherwise, governmental land use plans or policies, forestry tenures, claims leases or other concessions issued under applicable Law

40770.164423.GHS.22029296.1

E-2

over which any of the NSS Properties are overlapping, petroleum and natural gas tenures or other land tenures.

Any claims to rights, title or other interest in and to any land underlying the NSS Properties asserted by any local indigenous groups.

Specified Permitted Encumbrances

E[References to third party agreements.] NexGen Agreement, the Isoenergy Agreement and the Underlying Agreements.

AI assistant

Atha Energy Corp. — M&A Activity 2022

48086_rns_2022-10-25_9b3f469d-de0c-42c2-af93-e759671004ca.PDF

ATHABASCA BASIN PROPERTIES

BETWEEN

- AND –

TABLE OF CONTENTS

ATHABASCA BASIN PROPERTIES

SALE AND PURCHASE AGREEMENT

BETWEEN:

RECITALS:

ARTICLE 1. DEFINITIONS

ARTICLE 2. SALE AND PURCHASE

ARTICLE 3.

REPRESENTATIONS AND WARRANTIES

ARTICLE 4. PURCHASER’S COVENANTS

ARTICLE 5. VENDORS’ COVENANTS

ARTICLE 6. SECURITIES LAW MATTERS

ARTICLE 7. CONDITIONS PRECEDENT

ARTICLE 8. CLOSINGS

ARTICLE 9. TERMINATION

ARTICLE 10. PUBLIC DISCLOSURE

ARTICLE 11. ARBITRATION

ARTICLE 12. NOTICES

ARTICLE 13.

INDEMNIFICATION, REMEDIES, SURVIVAL

ARTICLE 14. GENERAL TERMS AND CONDITIONS

ATHA ENERGY CORP.

SCHEDULE A

THE CARRIED INTERESTS

10% Carried Interest Claims

SCHEDULE B

Saskatchewan Syndicate 2 Alberta Mineral Exploration Permits

SCHEDULE C

COMMON SHARES OF THE PURCHASER AUTHORIZED FOR ISSUANCE

SCHEDULE D

ROYALTY AND PARTICIPATION AGREEMENT

THE NEW SASKATCHEWAN SYNDICATE , an

RECITALS:

ARTICLE 1 INTERPRETATION

ARTICLE 2

ROYALTY DESCRIPTION, RIGHTS OF FIRST REFUSAL, RELINQUISHMENT AND FUTURE ROYALTIES

ARTICLE 3 PAYMENTS, TRADING ACTIVITIES AND BOOKS AND RECORDS

ARTICLE 4

REPRESENTATIONS, WARRANTIES AND COVENANTS

ARTICLE 5 INDEMNITIES

ARTICLE 6 TRANSFER RIGHTS

ARTICLE 7 DISPUTE RESOLUTION

ARTICLE 8 OPERATION OF THE PROPERTY

ARTICLE 9 CARRIED INTEREST

ARTICLE 10 MISCELLANEOUS

SIGNATURE BLOCKS APPEAR ON NEXT PAGE

ATHA ENERGY CORP.

APPENDIX “A” TO SCHEDULE “D”

SCHEDULE E

PERMITTED ENCUMBRANCES

General Permitted Encumbrances

Specified Permitted Encumbrances

More from Atha Energy Corp.

Atha Energy Corp. M&A Activity 2022