Avventura Resources Ltd. — M&A Activity 2024

Oct 12, 2024

Redacted Copy

SHARE EXCHANGE AGREEMENT

Among

HORWOOD EXPLORATION CORP.

and

AVVENTURA RESOURCES INC.

and

THE UNDERSIGNED SHAREHOLDERS OF AVVENTURA RESOURCES INC.

Made as of October 1, 2024

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SHARE EXCHANGE AGREEMENT

THIS AGREEMENT is made as of the 1st day of October, 2024,

AMONG:

HORWOOD EXPLORATION CORP. , a corporation existing under the federal laws of Canada

(" Horwood ")

AND:

AVVENTURA RESOURCES INC. , a corporation existing under the laws of the Province of British Columbia

(" Avventura )

AND:

THE UNDERSIGNED SHAREHOLDERS OF AVVENTURA , whose names and addresses are set forth in Schedule "A" hereto

(individually, a " Shareholder " and collectively, the " Shareholders ")

WHEREAS:

• A. Avventura is a private company engaged in the business of mineral exploration and development, including the Kabik Lake Project (as defined herein);

• B. The Shareholders are the registered and beneficial owners of all the issued and outstanding Avventura Shares (as defined herein), as set forth in Schedule "A";

• C. Horwood is an unlisted reporting issuer in the provinces of British Columbia, Alberta and Ontario and is engaged in the business of mineral exploration and development, including in respect of the Horwood Property (as defined herein);

• D. The Shareholders wish to sell to Horwood all of the issued and outstanding Avventura Shares, and Horwood wishes to purchase such Avventura Shares, in consideration and exchange for Horwood Shares (as defined herein), upon the terms and conditions herein set forth; and

• E. Upon completion of the Share Exchange (as defined herein), Horwood will complete its initial public offering and the listing of the Horwood Shares on the CSE (as defined herein).

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

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DEFINITIONS, INTERPRETATION AND SCHEDULES

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Definitions

In this Agreement, the following terms shall have the meanings ascribed to them below, unless the context indicates otherwise:

• (a) " 1933 Act " means the United States Securities Act of 1933 ;

• (b) " affiliate " has the meaning ascribed thereto in Section 1 of the BCBCA;

• (c) " Agreement " means this share exchange agreement and all the exhibits, schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

• (d) " Applicable Securities Laws " means the Securities Act (British Columbia) and the 1933 Act and the regulations, rules, administrative policy statements, instruments, blanket orders, notices, directions and rulings issued or adopted by the British Columbia Securities Commission, the Alberta Securities Commission, the Ontario Securities Commission and the United States Securities and Exchange Commission, all as amended or replaced from time to time;

• (e) " Avventura " means Avventura Resources Inc., a corporation existing under the Laws of the Province of British Columbia;

• (f) " Avventura Accounting Date " means December 31, 2023;

• (g) " Avventura Board " means the board of directors of Avventura;

• (h) " Avventura Documents " has the meaning ascribed thereto in Section 4.2(a);

• (i) " Avventura Financial Statements " means the unaudited balance sheet for Avventura for the period from March 9, 2022 to December 31, 2023;

• (j) " Avventura Shares " means the authorized common shares without par value in the capital of Avventura, as presently constituted;

• (k) " Avventura Warrants " means the common share purchase warrants of Avventura which have the terms provided in the certificates representing such warrants;

• (l) " BCBCA " means the Business Corporations Act (British Columbia);

• (m) " Business Day " means a day, other than a Saturday or Sunday, on which the principal commercial banks located in the City of Vancouver, British Columbia are open for business;

• (n) " Closing " means the completion of the Share Exchange;

• (o) " Closing Date " means five (5) days after satisfaction of the closing conditions within this Agreement or such other date as may be mutually agreed upon by the

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Parties in writing;

• (p) " Closing Time " means 10:00 a.m. (Vancouver time) on the Closing Date or such other time on such date as Avventura and Horwood may agree as the time at which Closing shall take place;

• (q) " Completion Deadline " means the latest date by which the transactions contemplated by this Agreement are to be completed, which date shall be October 15, 2024 or such later date as Avventura and Horwood may mutually agree;

• (r) " Contract " means any note, mortgage, indenture, non-governmental permit or license, franchise, lease or other contract, agreement, commitment or arrangement binding upon Avventura or Horwood, as the case may be;

• (s) " CSE " means the Canadian Securities Exchange, or such other stock exchange upon which the Horwood Shares shall be listed for trading;

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

• (u) " Environmental Approvals " means all permits, certificates, licences, authorizations, consents, instructions, registrations, directions or approvals issued or required by any Governmental Entity pursuant to any Environmental Laws;

• (v) " Environmental Laws " means all applicable Laws relating to the protection of the environment and employee and public health and safety, and includes Environmental Approvals;

• (w) " Escrow Agent " means TSX Trust Company of Vancouver, British Columbia, Canada, which shall hold the Escrowed Securities in escrow in accordance with the terms of the Escrow Agreement;

• (x) " Escrow Agreement " means the escrow agreement in the form prescribed by CSE Policy 2 - Qualification for Listing to be entered into among the Escrow Agent, Horwood and the Shareholders, who after Closing and at the time of the application by Horwood for the initial listing of the Horwood Shares on the CSE, shall be Related Persons of Horwood, pursuant to which the Escrow Agent shall hold the Escrowed Securities in escrow following the Closing Date and release such Escrowed Securities in accordance with the release schedule set forth therein;

• (y) " Escrowed Securities " means the Horwood Shares issued by Horwood to certain Shareholders, all of which shall be transferred to the Escrow Agent and held in escrow in accordance with the terms of the Escrow Agreement;

• (z) " Governmental Entity " means any applicable: (i) multinational, federal, provincial, state, regional, municipal, local or other government, governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (ii) subdivision, agent, commission, board

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• or authority of any of the foregoing; (iii) quasi governmental or private body, - including any tribunal, commission, regulatory agency or self regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (iv) stock exchange, including the CSE;

• (aa) " Horwood " means Horwood Exploration Corp., a corporation existing under the Laws of Canada;

• (bb) " Horwood Accounting Date " means December 31, 2022;

• (cc) " Horwood Board " means the board of directors of Horwood;

• (dd) " Horwood Documents " has the meaning ascribed thereto in Section 5.2(a);

• (ee) " Horwood Financial Statements " means the audited balance sheet for Horwood for the year ended December 31, 2023, together with related statements of income, cash flows, and changes in shareholders' equity for such fiscal years and stub periods, together with the auditor's reports thereon, and the unaudited balance sheet for Horwood for the six month period ended June 30, 2024, together with related statements of income, cash flows, and changes in shareholders' equity for such interim period;

• (ff) " Horwood Property " means the Horwood project located in the Porcupine Mining Division of Ontario, as more particularly set forth in Schedule "B";

• (gg) " Horwood Public Record " means the public documents filed by Horwood since August 30, 2022 and available on SEDAR+ under Horwood's SEDAR+ profile;

• (hh) " Horwood Shareholder Approval " means the approval of the Horwood Shareholders by way of (i) a 66 2/3% majority of votes cast at a meeting of the Horwood Shareholders or (ii) unanimous written consent of Horwood Shareholders, with respect to this Agreement, the Share Exchange and the transactions contemplated herein;

• (ii) " Horwood Shareholders " means, at any time, the holders of Horwood Shares;

• (jj) " Horwood Shares " means the authorized common shares without par value in the capital of Horwood, as presently constituted;

• (kk) " Horwood Stock Option Plan " means the stock option plan approved by the directors of Horwood on February 13, 2023;

• (ll) " IFRS " means International Financial Reporting Standards, as adopted by the International Accounting Standards Board, applied in a manner consistent with prior periods;

• (mm) " Intellectual Property " means all proprietary rights provided in law to all patents, trademarks, copyrights, industrial designs, software, firmware, trade secrets, know how, show how, concepts, information and other intellectual and industrial property;

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• (nn) " Kabik Lake Property " means the Kabik Lake project located in the Patricia Mining Division of Ontario, as more particularly set forth in Schedule "C";

• (oo) " Laws " means all laws, statutes, codes, ordinances, decrees, rules, regulations, bylaws, statutory rules, principles of law, published policies and guidelines, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, orders, decisions, rulings or awards, general principles of common and civil law, and terms and conditions of any grant of approval, permission, authority or license of any -

• Governmental Entity, statutory body or self regulatory authority, and the term "applicable" with respect to such Laws and in the context that refers to one or more persons, means that such Laws apply to such person or persons or its or their business, undertaking, property or securities and emanate from a Governmental Entity (or any other person) having jurisdiction over the aforesaid person or persons or its or their business, undertaking, property or securities;

• (pp) " Letter Agreement " means the letter agreement dated August 13, 2024 between Horwood and Avventura;

• (qq) " Loss " means any and all loss, liability, damage, cost or expense actually suffered or incurred by a Party, including, the costs and expenses of all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, assessments, judgments, Orders, rulings, dues, penalties, fines, amounts paid in settlement or compromise, including court costs and reasonable legal fees and expenses, but excluding any indirect, consequential or punitive damages suffered by any Party, including damages for lost profits or lost business opportunities;

• (rr) " Material Adverse Change " means any one or more changes, effects, events, occurrences or states of facts that, either individually or in the aggregate, have, or would reasonably be expected to have, a Material Adverse Effect on the applicable Party and its subsidiaries on a consolidated basis;

• (ss) " Material Adverse Effect " means any change, effect, event, occurrence or state of facts that, individually or in the aggregate, with other such changes, effects, events, occurrences or states of facts, is or would reasonably be expected to be material and adverse to the business, properties, operations, results of operations or financial condition of the applicable Party and its subsidiaries on a consolidated basis, except any change, effect, event, occurrence or state of facts resulting from or relating to:

• (i) the announcement of the execution of this Agreement or the transactions contemplated hereby or the performance of any obligation hereunder or communication by the applicable Party of its plans or intentions with respect to the other Party and any of its subsidiaries;

• (ii) changes in the United States and Canadian economies in general or the United States or Canadian capital or currency markets in general;

• (iii) the threat, commencement, occurrence or continuation of any war, armed hostilities, acts of environmental groups, civil strife, or acts of terrorism;

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• (iv) any change in applicable Laws or in the interpretation thereof by any Governmental Entity;

• (v) any natural disaster;

• (vi) any change in general market conditions in the mineral exploration industry, including mineral prices or fluctuations in demand; or

• (vii) any change relating to foreign currency exchange rates,

provided that, in the case of any changes referred to in clauses (ii) to (vii) above, inclusive, such changes do not have a materially disproportionate effect on the applicable Party relative to comparable companies;

• (tt) " Material Contracts " means all Contracts or other obligations or rights (and all amendments, modifications and supplements thereto and all side letters to which Avventura or Horwood, as the case may be, is a party and which affect the obligations of any party thereunder) to or by which any of or their respective properties or assets are bound that are material to their respective business, properties or assets, taken as a whole, including to the extent any of the following are material to the business, properties or assets of Avventura or Horwood, as the case may be, taken as a whole, all:

• (i) employment, severance, personal services, consulting, non competition or indemnification contracts, including any Contract to which Avventura or Horwood, as the case may be, is a party involving employees;

• (ii) Contracts granting a right of first refusal or first negotiation;

• (iii) partnership or joint venture agreements;

• (iv) Contracts for the acquisition, sale or lease of material properties or assets of Avventura or Horwood, as the case may be (by purchase or sale of assets or stock or otherwise);

• (v) Contracts with any Governmental Entity;

• (vi) loan or credit agreements mortgages, indentures or other Contracts or instruments evidencing indebtedness for borrowed money by Avventura or Horwood, as the case may be, or any such agreement or Contract pursuant to which indebtedness for borrowed money may be incurred;

• (vii) Contracts that purport to limit, curtail or restrict the ability of Avventura or Horwood, as the case may be, to compete or acquire property (including, but not limited to, any real property or mineral tenures) in any geographic area or line of business;

• (viii) commitments and agreements to enter into any of the foregoing; and

• (ix) all Contracts that provide for annual payments to or from Avventura or

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Horwood, as the case may be, in excess of $5,000 per annum;

• (uu) " NI 45-106 " means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

• (vv) " Order " means any order, decision, determination, judgment, injunction, decree, award or writ of any court, arbitrator or Governmental Entity, or other Person who is authorized to make legally binding determinations;

• (ww) " Party " shall mean, as the context requires, Avventura, Horwood or the Shareholders and " Parties " shall mean all of them;

• (xx) " person " means any individual, firm, partnership, joint venture, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Entity, syndicate or other entity, whether or not having legal status;

• (yy) " Qualifying Jurisdictions " has the meaning ascribed thereto in Section 5.5;

• (zz) " Regulation D " means Regulation D promulgated under the 1933 Act;

• (aaa) " Regulation S " means Regulation S promulgated under the 1933 Act;

• (bbb) " Related Person " has the meaning ascribed thereto in CSE Policy 1 - Interpretation and General Provisions ;

• (ccc) " Representatives " means, in respect of either Avventura or Horwood, as the case may be, such party's officers, directors, employees, advisors (including legal and financial advisors), representatives and agents;

• (ddd) " Restructuring " shall have the meaning ascribed therein in Section 6.3(e)(ii);

• (eee) " Securities Authorities " means any provincial, state, territorial or federal securities commission or other securities regulatory authority in Canada or the United States;

• (fff) " Share Exchange " means the share exchange between Horwood and the Shareholders pursuant to the terms and conditions set forth in this Agreement, subject to any amendment thereto in accordance herewith;

• (ggg) " Shareholders " means the undersigned shareholders of Avventura, as listed in Schedule "A";

• (hhh) " subsidiary " has the meaning ascribed thereto in Section 2(2) of the BCBCA;

• (iii) " Tax Act " means the Income Tax Act (Canada);

• (jjj) " Taxes " includes international, federal, state, provincial and local income taxes, capital gains taxes, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duties), business licenses or other fees, sales, uses and any other taxes relating to the assets

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of the designated Party or the business of the designated Party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments;

• (kkk) " Tax Returns " means all returns, schedules, elections, declarations, reports, information returns, notices, forms, statements and other documents made, prepared or filed with any taxing authority or required to be made, prepared or filed with any taxing authority relating to Taxes;

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

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

• (nnn) " U.S. Person " means a "U.S. person" as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Agreement, a U.S. Person includes, subject to the exclusions set forth in Regulation S, (i) any natural person resident in the United States; (ii) any partnership or corporation organized or incorporated under the Laws of the United States; (iii) any estate or trust of which any executor, administrator or trustee is a U.S. Person; (iv) any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if an individual) resident in the United States; and (v) any partnership or corporation organized or incorporated under the Laws of any non U.S. jurisdiction which is formed by a U.S. Person principally for the purpose of investing in securities not registered under the 1933 Act, unless it is organized or incorporated, and owned, by "accredited investors" (as defined in Rule 501(a) of Regulation D) who are not natural persons, estates or trusts; and

• (ooo) " Warrant Exchange " has the meaning ascribed thereto in Section 2.6 of this Agreement.

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Interpretation not Affected by Headings

The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. The terms "this Agreement", "hereof", "hereunder" and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles and Sections are to Articles and Sections of this Agreement.

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Extended Meanings

In this Agreement words importing the singular number only shall include the plural and vice versa, words importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing persons shall include individuals, partnerships, associations, trusts, unincorporated organizations and corporations.

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Rules of Construction

In this Agreement:

• (a) The word "or" is not exclusive and the word "including" is not limiting (whether or not non-limited language, such as "without limitation" or "but not limited to" or words of similar import is used with reference to that term).

• (b) The phrase in "the ordinary course of business" which respect to Avventura or Horwood, respectively, shall mean and refer to those activities that are normally conducted by corporations engaged in a similar business.

• (c) The rule of construction that, in the event of ambiguity, the contract shall be interpreted against the Party responsible for the drafting or preparation of the Agreement, shall not apply.

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Knowledge

In this Agreement, where the phrases "to the knowledge of Avventura" or "to the knowledge of Horwood" are used in respect of Avventura or Horwood, such phrase shall mean, in respect of each representation and warranty or other statement which is qualified by such phrase, that such representation and warranty or other statement is being made based upon:

• (a) in the case of Avventura, the actual knowledge of the Chief Executive Officer and Chief Financial Officer of Avventura after appropriate inquiries and investigations; and

• (b) in the case of Horwood, the actual knowledge of the Chief Executive Officer and Chief Financial Officer of Horwood after appropriate inquiries and investigations.

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Statutory References

In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute is to that statute as now enacted or as the same may from time to time be amended, re-enacted or replaced and includes any rule and regulations made thereunder.

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Date for any Action

If the last or appointed day for the taking of any action required or the expiration of any rights granted herein shall not be a Business Day, then such action may be taken or such right shall be deemed to expire on the next succeeding day that is a Business Day.

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Currency

All references to "$" or "dollars" herein are to the lawful money of Canada, unless expressly stated otherwise.

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Schedules

The following schedules are attached to, and are deemed to be incorporated into and form part, of this Agreement:

Schedule "A" – Avventura Securityholders Schedule "B" – Horwood Property Schedule "C" – Kabik Lake Property Schedule "D" – Qualifications to Avventura Representations and Warranties Schedule "E" – Qualifications to Horwood Representations and Warranties

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SHARE EXCHANGE

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Terms of Share Exchange

The Parties hereby covenant and agree to implement the Share Exchange in accordance with the terms and subject to the conditions of this Agreement, as follows:

• (a) at the Closing Time and subject to the terms and conditions set forth in this Agreement, the Shareholders agree to sell, assign and transfer, and Horwood agrees to purchase, the Avventura Shares free and clear of all Encumbrances, by way of an exchange of Horwood Shares, based on an exchange ratio of one (1) postRestructuring Horwood Share being allotted and issued to the Shareholders at a deemed price of $0.05 per post-Restructuring Horwood Share for every one (1) Avventura Share purchased by Horwood; and

• (b) as a result of the foregoing, Avventura shall be a wholly owned subsidiary of Horwood.

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Application of the Tax Act

The Parties hereby acknowledge and agree that the transactions contemplated herein are not intended to give rise to any income tax liability whatsoever, and it is their intention that the Share Exchange contemplated hereby shall be effected pursuant to the provisions of Section 85.1 of the Tax Act, unless that provision is inapplicable in respect of any particular Shareholder, in which case the non-application of Section 85.1 to a particular Shareholder is not intended to alter the application of this provision to any other Shareholder.

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Reliance on Prospectus and Registration Exemptions

The Shareholders acknowledge and agree that the securities of Horwood being issued pursuant to this Agreement are being issued pursuant to an exemption from the prospectus and registration requirements of the Applicable Securities Laws. As a result, the Shareholders shall not be entitled to certain protections, rights and remedies available under the Applicable Securities Laws, including statutory rights of rescission or damages, and the Shareholders shall not receive

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information that would otherwise be required to be provided to the Shareholders pursuant to the Applicable Securities Laws.

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Resale Restrictions

The Parties acknowledge and agree that it is the intention of the Parties that the Horwood Shares to be issued to the Shareholders hereunder shall be issued pursuant to the "take-over bid and issuer bid" exemption set forth in Section 2.16 of NI 45-106, such that, excepting any applicable escrow hold periods under CSE rules or policies, there shall be no resale restrictions in Canada under Applicable Securities Laws. Notwithstanding the foregoing, the Shareholders acknowledge and agree that, to the extent that the Horwood Shares shall be subject to resale restrictions under Applicable Securities Laws, then the terms of such resale restrictions shall be endorsed on the certificates representing such Horwood Shares as a printed legend, and the Horwood Shares may not be sold, transferred or otherwise disposed of except in accordance with exemption from, or in a transaction not subject to, the prospectus and registration requirements of the Applicable Securities Laws and in each case only in accordance with all Applicable Securities Laws. The Shareholders agree to comply with such resale restrictions.

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Share Exchange Procedure

At Closing:

• (a) each Shareholder shall exchange the Avventura Shares held by it by delivering (against delivery of the Horwood Shares to be issued to such Shareholder pursuant to Section 2.1(a)) the certificate or certificates evidencing such shares to Horwood duly executed and endorsed in blank (or accompanied by a duly executed instrument of transfer endorsed in blank), in each case in proper form for transfer, and, if applicable, with all stock transfer and any other required documentary stamps affixed thereto and with appropriate instructions to allow the transfer agent to issue certificates for the Horwood Shares to the holder thereof, together with a duly executed U.S. Accredited Investor Certificate, in form satisfactory to Avventura and Horwood, acting reasonably, if the Shareholder is a U.S. Person; and

• (b) Horwood shall issue and deliver Horwood Shares to the Shareholders who are entitled to receive Horwood Shares pursuant to the Share Exchange, in the amount set forth opposite each such Shareholder's name in Schedule "A"; provided that any Horwood Shares to be issued to any Shareholders, who after Closing and at the time of the application by Horwood for the initial listing of its common shares on the CSE, shall be Related Persons of Horwood, shall be deposited by Horwood into escrow with the Escrow Agent to hold in accordance with the terms of the Escrow Agreement.

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Warrant Exchange

Each Shareholder acknowledges and agrees that upon Closing, each whole Avventura Warrant outstanding immediately prior to Closing shall entitle the holder thereof to receive, upon exercise on or after the Closing Date, one half (1/2) of one (1) common share of Horwood at an exercise price of $0.10 per share (the " Warrant Exchange "). Certificates representing Avventura Warrants which are outstanding on the Closing Date shall be cancelled and exchanged for new

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certificates representing warrants of Horwood.

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Closing

The Closing shall take place at the Closing Time at the offices of Lotz & Company, 320 Granville Street, Suite 880, Vancouver, British Columbia or such other place as agreed to by Avventura and Horwood. Notwithstanding the location of the Closing, each of Avventura and Horwood agrees that the Closing may be completed by the exchange of undertakings between the respective legal counsel for Avventura and Horwood, provided such undertakings are satisfactory to each Party's respective legal counsel.

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Shareholders Resident in the United States

The Parties acknowledge that Horwood Shares issued to the Shareholders resident in or subject to the Laws of the United States in connection with the Share Exchange shall be "restricted securities" within the meaning of Rule 144 of the 1933 Act and each certificate representing the Horwood Shares issued to holders resident in or subject to the Laws of the United States shall bear a legend in substantially the form that follows:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR THE LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF THE CORPORATION THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE CORPORATION, (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS, OR (C) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS AFTER THE SELLER FURNISHES TO THE CORPORATION AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE CORPORATION TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA."

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Shareholders' Representative

• (a) Each of the Shareholders hereby constitutes and appoints Avventura as its representative (the " Shareholders' Representative ") and its true and lawful attorney in fact, with full power of substitution and full power and authority in its name on its behalf:

• (i) to act on such Shareholder's behalf in the absolute discretion of the Shareholders' Representative with respect to all matters relating to this Agreement, the Share Exchange and the Warrant Exchange, including the execution and delivery of any amendment, supplement, or modification of this Agreement, any waiver of any claim or right arising out of this Agreement, any amendment or re-pricing of securities contemplated hereunder, and any CSE listing documents, escrow or pooling agreements; and

• (ii) in general, to do all things and to perform all acts, including executing and delivering all agreements, certificates, receipts, instructions, and other

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instruments contemplated by or deemed advisable to effectuate the provisions in this Section 2.9.

• (b) The appointment and grant of power and authority in Section 2.9(a) is coupled with an interest and is in consideration of the mutual covenants made in this Agreement and is irrevocable and shall not be terminated by any act of any Shareholder or by operation of law, whether by the death or incapacity of any Shareholder or by occurrence of any other event, and shall be binding upon his, her or its heirs, executors, administrators, legal personal representatives, successors and assigns, as applicable. Each Shareholder hereby consents to the taking of any and all actions and the making of any decisions required and permitted to be taken or made by the Shareholders' Representative pursuant to this Section 2.9. Each Shareholder agrees that the Shareholders' Representative shall have no obligation or liability to any person for any action taken or omitted by the Shareholders' Representative in good faith, and each Shareholder shall indemnify and hold harmless the Shareholders' Representative from, and shall pay to the Shareholders' Representative the amount of, or reimburse the Shareholders' Representative for, any Loss that the Shareholders' Representative may suffer, sustain, or become subject to as a result of any such action or omission by the Shareholders' Representative under this Agreement.

• (c) Horwood and Avventura shall be entitled to rely upon any documents or other paper delivered by the Shareholders' Representative as being authorized by the Shareholders, and Horwood and Avventura shall not be liable to any Shareholder for any action taken or omitted to be taken by Horwood and Avventura based on such reliance.

• (d) Until all obligations under this Agreement shall have been discharged, the Shareholders who, immediately prior to the Closing are entitled in the aggregate to receive more than 50% of the Horwood Shares, may, from time to time upon notice to Horwood and Avventura, appoint a new Shareholders' Representative upon the resignation of the Shareholders' Representative. If, after the resignation of the Shareholders' Representative, a successor Shareholders' Representative shall not have been appointed by the Shareholders within 15 Business Days after a notice to Horwood and Avventura, Horwood and Avventura may appoint a Shareholders' Representative from among the Shareholders to fill any vacancy so created by notice of such appointment to the Shareholders.

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REPRESENTATIONS AND WARRANTIES OF SHAREHOLDERS

Each of the Shareholders hereby represents and warrants to Avventura and Horwood, but only as to such Shareholder's separate beneficial interest in the Avventura Shares set forth opposite the Shareholder's name in Schedule "A" (in this Article 3, the " Shareholder's Avventura Shares "), and acknowledges that each of Avventura and Horwood is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Avventura and Horwood, as follows:

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Authority

The Shareholder has good and sufficient power, authority and right to enter into and deliver this Agreement and to complete the transactions to be completed by the Shareholder as contemplated herein and to perform all of the obligations of the Shareholder under this Agreement. The Shareholder has taken all necessary actions, steps and other proceedings to approve or authorize, the entering into, and execution and delivery and performance of this Agreement and the sale and transfer to Horwood of the Shareholder's Avventura Shares.

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Due Execution and Delivery

This Agreement has been duly executed and delivered by the Shareholder and, if a corporate entity, has been validly authorized by all necessary corporate action, and constitutes a legal, valid and binding obligation of the Shareholder enforceable against the Shareholder in accordance with its terms, subject to limitations with respect to enforcement imposed by law in connection with bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally and to the extent that equitable remedies such as specific performance and injunction are only available in the discretion of the court from which they are sought.

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No Default

The execution and delivery of this Agreement by the Shareholder and the consummation of the transactions contemplated hereby do not constitute a breach or a default under any agreement to which the Shareholder is a party or by which the Shareholder is bound.

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No Suits

There is no suit, action, litigation, arbitration or governmental proceeding, including appeals and applications for review, in progress or threatened against or related to the Shareholder's Avventura Shares, which to the knowledge of the Shareholder, would affect the Shareholder's ability to sell the Shareholder's Avventura Shares, as provided for in this Agreement.

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Marketable Title

The Shareholder has good, marketable, beneficial and/or recorded title, as applicable, to the Shareholder's Avventura Shares, free of all Encumbrances. The Shareholder's Avventura Shares are not and shall not be subject to any shareholder, pooling, escrow or similar agreement. No person has any agreement or option or a right capable of becoming an agreement for the purchase of the Shareholder's Avventura Shares.

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No Option

There is no contract, option or any other right of another binding upon or which at any time in the future may become binding upon the Shareholder to sell, transfer, assign, pledge, mortgage or in any other way dispose of or encumber any of the Shareholder's Avventura Shares, other than pursuant to the provisions of this Agreement.

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No Consents

No consents of, filings with, or approval of any Governmental Entity (or any other person) is

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required by the Shareholder for the sale and transfer of the Shareholder's Avventura Shares to Horwood, other than those presently held or obtained by the Shareholder which are in full force and effect.

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Residency

The Shareholder is resident in the jurisdiction indicated in Schedule "A" and except as set forth in Schedule "A", the Shareholder is not a non-resident person within the meaning of Section 116 of the Tax Act.

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U.S. Persons

Each of the Shareholders, and any person for whom it is acting hereunder, is:

• (a) not a U.S. Person or a person in the United States and is not acquiring the Horwood Shares for the account or benefit of a U.S. Person or a person in the United States or for resale in the United States; or

• (b) a U.S. Person or a person in the United States and, in which case, it is a U.S. Accredited Investor and has properly completed, executed and delivered to Horwood a U.S. Accredited Investor Certificate, in form satisfactory to Avventura and Horwood, acting reasonably, and the Shareholder confirms the truth and accuracy of all statements in said certificate as of the date of this Agreement and Closing; and

in both instances, the Shareholder acknowledges that the Horwood Shares to be issued to the Shareholders in connection with the Share Exchange have not been registered under the 1933 Act or any state securities laws and that the Horwood Shares may not be offered, sold, pledged or otherwise transferred in the United States or to a U.S. Person unless registered under the 1933 Act and the securities laws of all applicable states of the United States or an exemption from such registration requirements is available, and that Horwood has no obligation or present intention of filing a registration statement under the 1933 Act or applicable state securities laws in respect of the Horwood Shares.

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Broker's Commissions

The Shareholder has not incurred any obligation or liability, contingent or otherwise for broker's or finder's fees in respect of the transaction herein provided for which Horwood shall have any obligation and liability.

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Acquisition as Principal

The Shareholder is acquiring the Horwood Shares as principal for its own account, not for the benefit of any other person, and is acquiring the Horwood Shares for investment only and not with a view to the resale or distribution of all or any of the Horwood Shares.

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Accuracy and Completeness

No representation or warranty by the Shareholder in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Horwood pursuant hereto

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contains any untrue statement of a material fact or omits to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

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REPRESENTATIONS AND WARRANTIES OF AVVENTURA

Avventura hereby represents and warrants to Horwood, and acknowledges that Horwood is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Horwood, as follows:

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Organization and Good Standing

Avventura has been incorporated and validly exists under the Laws of its governing jurisdiction and is in good standing under applicable corporate Laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Avventura is registered, licensed or otherwise qualified 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 on Avventura.

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Authority, Execution and Delivery

• (a) Avventura has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the " Avventura Documents ") to be executed by Avventura and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

• (b) The execution and delivery of the Avventura Documents by Avventura and the consummation of the transactions contemplated hereby have been duly authorized by the Avventura Board. No other corporate or shareholder proceedings on the part of Avventura are necessary to authorize the execution and delivery of such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Avventura Documents when executed and delivered by Avventura as contemplated by this Agreement shall be, duly executed and delivered by Avventura and this Agreement is, and the other Avventura Documents when executed and delivered by Avventura as contemplated hereby shall be, valid and binding obligations of Avventura enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity.

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Non-Contravention

The execution and delivery by Avventura of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and shall not:

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• (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under any term, condition or provision of any loan or credit agreement, Contract, or other agreement, instrument, permit or license to which Avventura is bound or is subject to or of which Avventura is the beneficiary;

• (b) violate any provision of the articles or notice of articles of Avventura;

• (c) violate any Laws or Order applicable to Avventura or the Kabik Lake Property or other assets of Avventura;

• (d) cause any indebtedness owing by Avventura to come due before its stated maturity or cause any available credit to cease to be available;

• (e) result in the imposition of any Encumbrance upon any of the property or assets of Avventura or give any person the right to acquire any of Avventura's assets, or restrict, hinder, impair or limit the ability of Avventura to conduct the business of Avventura as and where it is now being conducted;

• (f) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, "golden parachute", change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Avventura or increase any benefits otherwise payable under any pension or benefits plan of Avventura or result in the acceleration of the time of payment or vesting of any such benefits; or

• (g) result in the revocation, suspension, cancellation, variation or non‐renewal of any mining claims, concessions, licenses, leases or other instruments, conferring mineral rights in respect of the Kabik Lake Property,

in each case, which would, individually or in the aggregate, have a Material Adverse Effect on Avventura.

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Share Capital and Capitalization

The authorized share capital of Avventura consists of an unlimited number of Avventura Shares. As of the date of this Agreement, there are 13,575,001 Avventura Shares issued and outstanding. All of the issued and outstanding Avventura Shares have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the Laws of its jurisdiction of organization and Avventura's articles and notice of articles. Except as set forth in Schedule "D" and not including any Avventura Shares issuable pursuant to the acquisition of the Kabik Lake Property, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Avventura to issue any additional Avventura Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Avventura any Avventura Shares. There are no agreements purporting to restrict the transfer of the Avventura Shares and no voting agreements, shareholders' agreements, voting trusts, or other arrangements restricting or affecting the voting of the Avventura Shares.

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Holders of Avventura Shares

Schedule "A" contains a true and complete list of the holders of all issued and outstanding Avventura Shares, including each holder's name, address and number of Avventura Shares held.

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Subsidiaries

Avventura does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.

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Compliance

• (a) To the knowledge of Avventura, Avventura is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any Laws applicable to the business or operations of Avventura.

• (b) To the knowledge of Avventura, Avventura is not subject to any Order entered in any lawsuit or proceeding applicable to its business and operations.

• (c) Avventura has duly filed all reports and returns required to be filed by it with Governmental Entities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of Avventura, threatened, and none of them shall be adversely affected by the consummation of the Share Exchange.

• (d) Avventura has operated in material compliance with all Law and Orders applicable to its business. Avventura has not received any notice of any violation thereof, nor is Avventura aware of any valid basis therefore.

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Consents

No consent, approval, Order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by Avventura in connection with the execution and delivery of this Agreement or the consummation by Avventura of the transactions contemplated hereby other than:

• (a) filings with and approvals by the Securities Authorities; and

• (b) any other consents, approvals, Orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Avventura.

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Material Contracts

Schedule "D" sets out each Material Contract to which Avventura is a party, with the exception of this Agreement and the agreements contemplated hereby. Each Material Contract is enforceable

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in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity).

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No Defaults

Avventura is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Avventura under any bond, deed of trust, concession, easement, Contract or other instrument that is material to the conduct of the business of Avventura to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on Avventura. No party to any Contract to which Avventura is a party has given written notice to Avventura of or made a claim against Avventura with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Avventura.

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Financial Matters

• (a) The Avventura Financial Statements were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of Avventura at the Avventura Accounting Date and the results of operations of Avventura for the period covered.

• (b) Except as disclosed in the Avventura Financial Statements and for legal and accounting costs incurred in connection with the Share Exchange, as of the date hereof Avventura does not have any liability or obligation (including, without limitation, liabilities (whether accrued, absolute, contingent or otherwise) or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off‐balance sheet transactions not reflected in the Avventura Financial Statements, except liabilities and obligations incurred in the ordinary course of business (including the business of operating, developing, constructing and exploring the Kabik Lake Property) since the Avventura Accounting Date, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Avventura.

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Books and Records

• (a) The corporate records and minute books of Avventura have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Avventura.

• (b) The financial books and records and accounts of Avventura, in all material respects:

• (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

• (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Avventura; and

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• (iii) accurately and fairly reflect the basis for the Avventura Financial Statements.

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Absence of Changes

Since the Avventura Accounting Date, and except as set forth in Schedule "D" and elsewhere in this Agreement or as contemplated herein:

• (a) Avventura has conducted its business only in the ordinary course of business consistent with past practice;

• (b) Avventura has not incurred or suffered a Material Adverse Change;

• (c) there has not been any acquisition or sale by Avventura of any material property or assets;

• (d) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Avventura of any debt for borrowed money, any creation or assumption by Avventura of any Encumbrance, any making by Avventura of any loan, advance or capital contribution to or investment in any other person or any entering into, amendment of, relinquishment, termination or non‐renewal by Avventura, of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Avventura;

• (e) Avventura has not declared or paid any dividends or made any other distribution in respect of any of the Avventura Shares;

• (f) Avventura has not effected or passed any resolution to approve a split, consolidation or reclassification of any of the outstanding Avventura Shares;

• (g) other than in the ordinary course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by Avventura to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

• (h) Avventura has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Avventura Financial Statements; and

• (i) Avventura has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit‐sharing, stock purchase, stock option or other benefit plan or shareholder rights plan, and

Avventura has not agreed, whether in writing or orally, to do any of the foregoing.

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Employees and Consultants

• (a) Avventura has no employees or consultants, except as set forth in Schedule "D".

• (b) Avventura is not (i) a party to any collective bargaining agreement; (ii) to the knowledge of Avventura, subject to any application for certification or threatened or apparent union‐organizing campaigns for employees not covered under a collective bargaining agreement; or (iii) subject to any current, or to the knowledge of Avventura, pending or threatened strike or lockout.

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Litigation

• (a) There is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Avventura threatened against or relating to Avventura or affecting the Kabik Lake Property or Avventura's other assets before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Avventura, and Avventura is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success.

• (b) There is no bankruptcy, liquidation, winding‐up or other similar proceeding pending or in progress, or, to the knowledge of Avventura, threatened against or relating to Avventura before any Governmental Entity. Neither Avventura nor the Kabik Lake Property and Avventura's other assets are subject to any outstanding Order that involves or may involve, or restricts or may restrict the right or ability of Avventura to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on Avventura.

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Real Property

Except with respect to the matters relating to the Kabik Lake Property, which are addressed in Section 4.17, Avventura does not own any real property. Each of the leases, subleases, claims or other real property interests (in this Section 4.16, collectively, the " Leases ") to which Avventura is a party or is bound, as set forth in Schedule "D", is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Avventura pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Avventura has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

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Title to Properties and Operational Matters

• (a) The agreement by which Avventura holds an interest in the Kabik Lake Property is in good standing according to its terms and, to the knowledge of Avventura, the Kabik Lake Property is in good standing under applicable Laws and all filings and

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work commitments required by Avventura to maintain the Kabik Lake Property in good standing have been properly recorded and filed in a timely manner with the appropriate Governmental Entity and there are no material Encumbrances or any other material interests in or on the Kabik Lake Property, except as set forth in Schedule "D".

• (b) To the knowledge of Avventura, there are no material adverse claims against or challenges to the title or ownership of the Kabik Lake Property.

• (c) Avventura has conducted and is conducting its business in material compliance with all applicable Laws, including all Governmental Entity authorizations and instructions, whether in writing or oral, relating to the Kabik Lake Property.

• (d) Avventura has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the exploitation permits, mining claims, concessions, licenses, leases or other instruments conferring mineral rights in respect of its properties and assets that would, individually or in the aggregate, result in a Material Adverse Effect on Avventura. Without limiting the generality of the foregoing, Avventura has obtained all material licences and permits necessary for the operation of the business of Avventura as presently conducted, and has not taken any action which would impair the ability of Avventura to obtain necessary licences or permits in the future for the continued operation of such business, in accordance with applicable Laws and requirements of all Governmental Entities.

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Royalty Payments and Other Interests

Except in relation to the Kabik Lake Property, there are no landowner's royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which Avventura is bound on or in relation to its properties and assets.

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Assets

Avventura has good and marketable title to its assets free and clear of any Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded.

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Environmental

To the knowledge of Avventura:

• (a) Avventura is in compliance in all material respects with Environmental Laws;

• (b) Avventura operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants in material compliance with Environmental Laws;

• (c) there is no material claim or judicial or administrative proceeding which may affect Avventura or the Kabik Lake Property or any of the assets of Avventura relating to or alleging any violation of Environmental Laws; and

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• (d) Avventura holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Avventura, and neither Avventura nor any of its assets is the subject of any investigation, evaluation, audit or review not in the ordinary course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and Avventura is not subject to any known environmental liabilities.

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Tax Matters

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Avventura:

• (a) Avventura has duly and timely made or prepared all Tax Returns to the extent required to be made or prepared by it, has duly and timely filed all Tax Returns to the extent required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

• (b) Avventura has:

• (i) duly and timely paid all Taxes due and payable by it;

• (ii) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

• (iii) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

• (c) the charges, accruals and reserves for Taxes reflected on the Avventura Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of Avventura, adequate under IFRS to cover Taxes with respect to Avventura accruing through the date hereof;

• (d) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or, to the knowledge of Avventura, threatened against Avventura that propose to assess Taxes in addition to those reported in the Tax Returns; and

• (e) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Avventura.

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Compliance with Laws

Except with respect to matters relating to the environment or Environmental Laws, which are addressed in Section 4.20, Avventura has complied with and is not in violation of any applicable Laws other than such non-compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Avventura.

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No Option on Assets

No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Avventura of the Kabik Lake Property or other material assets of Avventura.

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Certain Contracts

Avventura is not a party to or bound by any non‐competition agreement or, any other agreement, obligation or Order that purports to:

• (a) limit the manner or the localities in which all or any material portion of the business of Avventura is conducted;

• (b) limit any business practice of Avventura in any material respect; or

• (c) restrict any acquisition or disposition of any property by Avventura in any material respect.

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Certain Transactions

Avventura is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

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Broker's Commissions

Avventura has not entered into any agreement that would entitle any person to any valid claim against them for a broker's commission, finder's fee or any like payment in respect of the Share Exchange or any other matter contemplated by this Agreement.

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Shares

The Avventura Shares to be transferred to Horwood pursuant to the Share Exchange are issued as fully paid and non‐assessable.

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U.S. Securities Law Matters

Neither Avventura nor any person acting on its behalf has made or shall make any directed selling efforts (as that term is defined in Regulation S) in the United States with respect to the Horwood Shares or has engaged or shall engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising in connection with the offer or exchange of the Horwood Shares in the

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United States.

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No Shareholdings in Horwood

Avventura does not, legally or beneficially, own, directly or indirectly, any securities of Horwood and does not have any right, agreement or obligation to purchase any securities of Horwood or any securities or obligations of any kind convertible into or exchangeable for any securities of Horwood, except as otherwise set forth in this Agreement.

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Restrictions on Business Activities

There is no agreement, judgment or Order binding upon Avventura or that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing any business practice of Avventura, any acquisition of property by Avventura, or the conduct of business by Avventura as currently conducted.

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Expropriation

No property or asset of Avventura has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced and, to the knowledge of Avventura, there is no intent or proposal to give any such notice or commence any such proceeding.

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Right to Use Personal Information

All personal information in the possession of Avventura has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which Avventura is deemed by operation of law in those jurisdictions, to conduct its business. Avventura has disclosed to Horwood all Contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other Contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by Avventura in the operation of its business as conducted by Avventura before Closing. There are no claims pending or, to the knowledge of Avventura, threatened, with respect to Avventura's collection, use or disclosure of personal information.

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Completeness of Disclosure

No representation or warranty by Avventura in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Horwood pursuant hereto contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

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REPRESENTATIONS AND WARRANTIES OF HORWOOD

Horwood hereby represents and warrants to Avventura and the Shareholders and acknowledges that Avventura and the Shareholders are relying upon such representations and warranties in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Avventura or the Shareholders, as follows:

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Organization and Good Standing

Horwood has been incorporated and validly exists under the Laws of its governing jurisdiction and is in good standing under applicable corporate Laws and has full corporate and legal power and authority to own its property and assets and to conduct its business as currently owned and conducted. Horwood is registered, licensed or otherwise qualified 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 on Horwood.

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Authority, Execution and Delivery

• (a) Horwood has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the " Horwood Documents ") to be executed by Horwood and to perform its obligations hereunder and to consummate the transactions contemplated hereby.

• (b) The execution and delivery of the Horwood Documents by Horwood and the consummation of the transactions contemplated hereby have been duly authorized by the Horwood Board. No other corporate or shareholder proceedings on the part of Horwood are necessary to authorize the execution and delivery of such documents or to consummate the transactions contemplated hereby. This Agreement has been, and the other Horwood Documents when executed and delivered by Horwood as contemplated by this Agreement shall be, duly executed and delivered by Horwood and this Agreement is, and the other Horwood Documents when executed and delivered by Horwood as contemplated hereby shall be, valid and binding obligations of Horwood enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity.

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Non-Contravention

Except as set forth in Schedule "E", the execution and delivery by Horwood of this Agreement and the performance by it of its obligations hereunder and the completion of the transactions contemplated hereby, do not and shall not:

• (a) conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under any term, condition or provision of any loan or credit agreement, Contract, or other agreement, instrument, permit or license to which Horwood is bound or is subject to or of which Horwood is the beneficiary;

• (b) violate any provision of the articles of incorporation or bylaws of Horwood;

• (c) violate any applicable Laws;

• (d) violate any Laws or Order applicable to Horwood or the Horwood Property or any

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of the other assets of Horwood;

• (e) cause any indebtedness owing by Horwood to come due before its stated maturity or cause any available credit to cease to be available;

• (f) result in the imposition of any Encumbrance upon any of the property or assets of Horwood or give any person the right to acquire any of Horwood's assets, or restrict, hinder, impair or limit the ability of Horwood to conduct the business of Horwood as and where it is now being conducted;

• (g) result in or accelerate the time for payment or vesting of, or increase the amount of any severance, unemployment compensation, "golden parachute", change of control provision, bonus, termination payments, retention bonus or otherwise, becoming due to any director or officer of Horwood or increase any benefits otherwise payable under any pension or benefits plan of Horwood or result in the acceleration of the time of payment or vesting of any such benefits; or

• (h) result in the revocation, suspension, cancellation, variation or non‐renewal of any mining claims, concessions, licenses, leases or other instruments, conferring mineral rights in respect of the Horwood Property.

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Share Capital and Capitalization

The authorized share capital of Horwood consists of an unlimited number of Horwood Shares. As of the date of this Agreement, there are 18,571,368 Horwood Shares issued and outstanding, subject to the completion of the Restructuring. All of the issued and outstanding Horwood Shares have been duly authorized, are validly issued, were not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and were issued in full compliance with the Laws of its jurisdiction of organization and Horwood's articles of incorporation and bylaws. Except as set forth in Schedule "E" and not including any Horwood Shares issuable pursuant to the acquisition of the Horwood Property, there are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Horwood to issue any additional Horwood Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Horwood any Horwood Shares. There are no agreements purporting to restrict the transfer of the Horwood Shares and no voting agreements, shareholders' agreements, voting trusts, or other arrangements restricting or affecting the voting of the Horwood Shares.

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Reporting Issuer Status

Horwood is (i) a reporting issuer (within the meaning of Applicable Securities Laws) in the Provinces of British Columbia, Alberta and Ontario (collectively, the " Qualifying Jurisdictions "); and (ii) is not in default of any of the requirements of the Applicable Securities Laws of the Qualifying Jurisdictions.

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Subsidiaries

Horwood does not have any subsidiaries or agreements of any nature to acquire any subsidiary or to acquire or lease any other business operations.

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Compliance

• (a) To the knowledge of Horwood, Horwood is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any Laws applicable to the business or operations of Horwood.

• (b) To the knowledge of Horwood, Horwood is not subject to any Order entered in any lawsuit or proceeding applicable to its business and operations.

• (c) Horwood has duly filed all reports and returns required to be filed by it with Governmental Entities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement. All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the knowledge of Horwood, threatened, and none of them shall be adversely affected by the consummation of the Share Exchange.

• (d) Horwood has operated in material compliance with all Laws and Orders applicable to its business. Horwood has not received any notice of any violation thereof, nor is Horwood aware of any valid basis therefore.

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Consents

No consent, approval, Order or authorization of, or declaration or filing with, any Governmental Entity or other person is required to be obtained by Horwood in connection with the execution and delivery of this Agreement or the consummation by Horwood of the transactions contemplated hereby other than:

• (a) the Horwood Shareholder Approval;

• (b) filings with and approvals by the Securities Authorities; and

• (c) any other consents, approvals, Orders, authorizations, declarations or filings which, if not obtained, would not, individually or in the aggregate, have a Material Adverse Effect on Horwood.

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Board Approvals

The Horwood Board has unanimously:

• (a) determined that the Share Exchange is in the best interests of Horwood;

• (b) determined to recommend that the Horwood Shareholders vote in favour of the Share Exchange; and

• (c) authorized the entering into of this Agreement, and the performance of Horwood's obligations hereunder.

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Material Contracts

Schedule "E" lists each Material Contract to which Horwood is a party, with the exception of this Agreement and the agreements contemplated hereby. Each Material Contract is enforceable in accordance with its terms (except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other applicable Laws relating to or affecting creditors' rights generally, and to general principles of equity).

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No Defaults

Horwood is not in default under, and, there exists no event, condition or occurrence which, after notice or lapse of time or both, would constitute a default by Horwood under any bond, deed of trust, concession, easement, Contract or other instrument that is material to the conduct of the business of Horwood to which it is a party or by which it is bound or subject to that would, individually or in the aggregate, have a Material Adverse Effect on Horwood. No party to any Contract to which Horwood is a party has given written notice to Horwood of or made a claim against Horwood with respect to any breach or default thereunder, in any such case in which such breach or default constitutes a Material Adverse Effect on Horwood.

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Financial Matters

• (a) The Horwood Financial Statements were prepared in accordance with IFRS consistently applied, and fairly present in all material respects the financial condition of Horwood at the Horwood Accounting Date and the results of operations of Horwood for the period covered.

• (b) Except as disclosed in the Horwood Financial Statements and for legal and accounting costs incurred in connection with the Share Exchange, as of the date hereof Horwood does not have any liability or obligation (including, without limitation, liabilities (whether accrued, absolute, contingent or otherwise) or obligations to fund any operations or work or exploration program, to give any guarantees or for Taxes), whether accrued, absolute, contingent or otherwise, or any related party transactions or off‐balance sheet transactions not reflected in the Horwood Financial Statements, except liabilities and obligations incurred in the ordinary course of business (including the business of operating, developing, constructing and exploring the Horwood Property) since the Horwood Accounting Date, which liabilities or obligations would not reasonably be expected to have a Material Adverse Effect on Horwood.

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Public Record

Horwood has filed with the Securities Authorities and all applicable self‐regulatory authorities a true and complete copy of all forms, reports, schedules, statements, certifications, material change reports and other documents required to be filed by it, including the Horwood Public Record. The Horwood Public Record, at the time filed or, if amended, as of the date of such amendment:

• (a) did not contain any misrepresentation (as defined in the Securities Act (British Columbia)) and did not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; and

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• (b) complied in all material respects with the requirements of Applicable Securities Laws and the rules, policies and instruments of all Securities Authorities or stock exchange or other self‐regulatory authority having jurisdiction over Horwood.

Horwood has not filed any confidential material change or other report or other document with any Securities Authorities or stock exchange or other self‐regulatory authority which at the date hereof remains confidential.

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Books and Records

• (a) The corporate records and minute books of Horwood have been maintained in accordance with all applicable Laws and are complete and accurate in all material respects, except where such incompleteness or inaccuracy would not have a Material Adverse Effect on Horwood.

• (b) The financial books and records and accounts of Horwood, in all material respects:

• (i) have been maintained in accordance with good business practices on a basis consistent with prior years and past practice;

• (ii) are stated in reasonable detail and accurately and fairly reflect the transactions and acquisitions and dispositions of assets of Horwood; and

• (iii) accurately and fairly reflect the basis for the Horwood Financial Statements.

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Absence of Changes

Except as disclosed in the Horwood Public Record or as contemplated herein, since the Horwood Accounting Date:

• (a) Horwood has conducted its business only in the ordinary course of business consistent with past practice;

• (b) Horwood has not incurred or suffered a Material Adverse Change;

• (c) there has not been any acquisition or sale by Horwood of any material property or assets;

• (d) other than in the ordinary course of business consistent with past practice, there has not been any incurrence, assumption or guarantee by Horwood of any debt for borrowed money, any creation or assumption by Horwood of any Encumbrance, any making by Horwood of any loan, advance or capital contribution to or investment in any other person or any entering into, amendment of, relinquishment, termination or non‐renewal by Horwood, of any contract, agreement, licence, lease transaction, commitment or other right or obligation that would, individually or in the aggregate, have a Material Adverse Effect on Horwood;

• (e) Horwood has not declared or paid any dividends or made any other distribution in respect of any of the Horwood Shares;

• (f) other than the Restructuring, Horwood has not effected or passed any resolution to

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approve a split, consolidation or reclassification of any of the outstanding Horwood Shares;

• (g) other than in the ordinary course of business consistent with past practice, there has not been any material increase in or modification of the compensation payable by Horwood to any of its directors, officers, employees or consultants or any grant to any such director, officer, employee or consultant of any increase in severance or termination pay or any increase or modification of any bonus, pension, insurance or benefit arrangement made to, for or with any of such directors, officers, employees or consultants;

• (h) Horwood has not effected any material change in its accounting methods, principles or practices, other than as disclosed in the Horwood Financial Statements; and

• (i) other than the Horwood Stock Option Plan, Horwood has not adopted any, or amended any, collective bargaining agreement, bonus, pension, profit‐sharing, stock purchase, stock option or other benefit plan or shareholder rights plan, and

Horwood has not agreed, whether in writing or orally, to do any of the foregoing.

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Employees and Consultants

• (a) Horwood has no employees or consultants, except as set forth in Schedule "E".

• (b) Horwood is not (i) a party to any collective bargaining agreement; (ii) to the knowledge of Horwood, subject to any application for certification or threatened or apparent union‐organizing campaigns for employees not covered under a collective bargaining agreement; or (iii) subject to any current, or to the knowledge of Horwood, pending or threatened strike or lockout.

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Litigation

• (a) There is no claim, action, proceeding or investigation pending or in progress or, to the knowledge of Horwood threatened against or relating to Horwood or affecting the Horwood Property or any of the other assets of Horwood before any Governmental Entity which individually or in the aggregate has, or could reasonably be expected to have, a Material Adverse Effect on Horwood, and Horwood is not aware of any existing ground on which any such claim, action, proceeding or investigation might be commenced with any reasonable likelihood of success.

• (b) There is no bankruptcy, liquidation, winding‐up or other similar proceeding pending or in progress, or, to the knowledge of Horwood, threatened against or relating to Horwood before any Governmental Entity. Neither Horwood nor the Horwood Property or any of its other assets are subject to any outstanding Order that involves or may involve, or restricts or may restrict the right or ability of Horwood to conduct its business in all material respects as it has been carried on prior to the date hereof, or that would materially impede the consummation of the transactions contemplated by this Agreement, except to the extent any such matter would not, individually or in the aggregate, have a Material Adverse Effect on

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Horwood.

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Real Property

Except with respect to the matters relating to the Horwood Property, which are addressed in Section 5.19, Horwood does not own any real property. Each of the leases, subleases, claims or other real property interests (in this Section 5.18, collectively, the " Leases ") to which Horwood is a party or is bound, as set forth in Schedule "E", is legal, valid, binding, enforceable and in full force and effect in all material respects. All rental and other payments required to be paid by Horwood pursuant to any such Leases have been duly paid and no event has occurred which, upon the passing of time, the giving of notice, or both, would constitute a breach or default by any party under any of the Leases. The Leases shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing Date. Horwood has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the Leases or the leasehold property pursuant thereto.

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Title to Horwood Property and Operational Matters

• (a) All agreements by which Horwood holds an interest in the Horwood Property are in good standing according to their respective terms and, to the knowledge of Horwood, the Horwood Property is in good standing under applicable Laws and all filings and work commitments required by Horwood to maintain the Horwood Property in good standing have been properly recorded and filed in a timely manner with the appropriate Governmental Entity and there are no material Encumbrances or any other material interests in or on the Horwood Property, except as set forth in Schedule "E".

• (b) To the knowledge of Horwood, there are no material adverse claims against or challenges to the title or ownership of the Horwood Property.

• (c) Horwood has conducted and is conducting its business in material compliance with all applicable Laws, including all Governmental Entity authorizations and instructions, whether in writing or oral, relating to the Horwood Property.

• (d) Horwood has not received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the exploitation permits, mining claims, concessions, licenses, leases or other instruments conferring mineral rights in respect of its properties and assets that would, individually or in the aggregate, result in a Material Adverse Effect on Horwood. Without limiting the generality of the foregoing, Horwood has obtained all material licences and permits necessary for the operation of the business of Horwood as presently conducted, and has not taken any action which would impair the ability of Horwood to obtain necessary licences or permits in the future for the continued operation of such business, in accordance with applicable Laws and requirements of all Governmental Entities.

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Royalty Payments and Other Interests

Except in relation to the Horwood Property, there are no landowner's royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which Horwood is bound on or in relation to its properties and assets.

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Assets

Horwood has good and marketable title to its assets free and clear of any Encumbrances, adverse claims and demands of any nature or kind whatsoever recorded or unrecorded.

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Environmental

To the knowledge of Horwood:

• (a) Horwood is in compliance in all material respects with Environmental Laws;

• (b) Horwood operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants in material compliance with Environmental Laws;

• (c) there is no material claim or judicial or administrative proceeding which may affect Horwood or the Horwood Property or other assets of Horwood relating to or alleging any violation of Environmental Laws; and

• (d) Horwood holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on Horwood, and neither Horwood nor any of its assets is the subject of any investigation, evaluation, audit or review not in the ordinary course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and Horwood is not subject to any known environmental liabilities.

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Intellectual Property

• (a) Horwood is the exclusive owner of, or possesses adequate enforceable rights to use, its Intellectual Property, free and clear of any Encumbrances which would, individually or in the aggregate, have a Material Adverse Effect on Horwood and Horwood has no knowledge of any claim or adverse ownership in respect thereof.

• (b) Horwood is not aware of a claim of any infringement or breach by Horwood of any industrial or Intellectual Property rights of any other person, nor has Horwood received any notice, nor is Horwood otherwise aware, that the use of the Intellectual Property of Horwood infringes upon or breaches any industrial or Intellectual Property rights of any other person, and Horwood has no knowledge of any infringement or violation of any of the rights of Horwood in the Intellectual Property and is not aware of any state of facts that cast doubt on the validity or enforceability of any such Intellectual Property.

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Insurance

Horwood maintains policies of insurance in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof.

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Tax Matters

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Horwood:

• (a) Horwood has duly and timely made or prepared all Tax Returns required to be made or prepared by it, has duly and timely filed all Tax Returns required to be filed by it with the appropriate Governmental Entity and has, in all material respects, completely and correctly reported all income and all other amounts or information required to be reported thereon;

• (b) Horwood has:

• (i) duly and timely paid all Taxes due and payable by it;

• (ii) duly and timely withheld all Taxes and other amounts required by applicable Laws to be withheld by it and has duly and timely remitted to the appropriate Governmental Entity such Taxes and other amounts required by applicable Laws to be remitted by it; and

• (iii) duly and timely collected all amounts on account of sales or transfer taxes, including goods and services, harmonized sales and provincial or territorial sales taxes, required by applicable Laws to be collected by it and has duly and timely remitted to the appropriate Governmental Entity any such amounts required by applicable Laws to be remitted by it;

• (c) the charges, accruals and reserves for Taxes reflected on the Horwood Financial Statements (whether or not due and whether or not shown on any Tax Return but excluding any provision for deferred income taxes) are, in the opinion of Horwood, adequate under IFRS to cover Taxes with respect to Horwood accruing through the date hereof;

• (d) there are no proceedings, investigations, audits, assessments, reassessments or claims now pending or, to the knowledge of Horwood, threatened against Horwood that propose to assess Taxes in addition to those reported in the Tax Returns; and

• (e) no waiver of any statutory limitation period with respect to Taxes has been given or requested with respect to Horwood.

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Compliance with Laws

• Horwood has complied with and is not in violation of any applicable Laws other than such non compliance or violations that would not, individually or in the aggregate, have a Material Adverse Effect on Horwood.

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No Cease Trade

Horwood is not subject to any cease trade or other Order of any applicable stock exchange or Securities Authority and, to the knowledge of Horwood, no investigation or other proceedings involving Horwood that may operate to prevent or restrict trading of any securities of Horwood

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are currently in progress or pending before any applicable stock exchange or Securities Authority.

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No Option on Assets

No person has any agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Horwood of the Horwood Property or any of the material assets of Horwood.

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Certain Contracts

Horwood is not a party to or bound by any non‐competition agreement or, any other agreement, obligation or Order that purports to:

• (a) limit the manner or the localities in which all or any material portion of the business of Horwood is conducted;

• (b) limit any business practice of Horwood in any material respect; or

• (c) restrict any acquisition or disposition of any property by Horwood in any material respect.

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Certain Transactions

Horwood is not a guarantor or indemnitor of any indebtedness of any third party, including any person, firm or corporation.

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Broker's Commissions

Horwood has not entered into any agreement that would entitle any person to any valid claim against them for a broker's commission, finder's fee or any like payment in respect of the Share Exchange or any other matter contemplated by this Agreement.

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Shares

The Horwood Shares to be issued pursuant to the Share Exchange shall, upon issue, (i) be issued as fully paid and non‐assessable; and (ii) be freely trading shares, subject to any applicable escrow provisions, resale restrictions and/or restricted periods under the rules and policies of the CSE or Applicable Securities Laws and except for the Horwood Shares issued to Shareholders resident in or subject to the Laws of the United States as contemplated in Section 2.8.

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U.S. Securities Law Matters

• (a) The Horwood Shares to be issued to persons in the United States pursuant to the Share Exchange shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506 of Regulation D.

• (b) Horwood is a "foreign issuer" within the meaning of Regulation S and reasonably believes that there is no substantial U.S. market interest (as that term is defined in Regulation S) in the Horwood Shares.

• (c) Horwood is not now, and is not registered, or required to be registered, as an

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"investment company" (as defined in the United States Investment Company Act of 1940 ).

• (d) Except with respect to offers and sales to accredited investors who are in the United States in reliance upon the exemption from the registration requirements of the 1933 Act provided by Rule 506 of Regulation D, neither Horwood nor any of its affiliates, nor any person acting on its or their behalf, has made or shall make:

• (i) any offer to sell, or any solicitation of an offer to buy, any Horwood Shares to any person in the United States; or

• (ii) any sale of Horwood Shares unless, at the time the buy order was or shall have been originated, the purchaser is outside the United States or Horwood, its affiliates, and any person acting on their behalf reasonably believe that the purchaser is outside the United States.

• (e) None of Horwood, any of its affiliates or any person acting on its or their behalf has made or shall make any directed selling efforts (as that term is defined in Regulation S) in the United States with respect to the Horwood Shares or has engaged or shall engage in any form of general solicitation or general advertising (as those terms are used in Regulation D), including advertisements, articles, notices or other communications published in any newspaper, magazine, or similar media or broadcast over radio or television, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising in connection with the offer or exchange of the Horwood Shares in the United States.

• (f) Except with respect to the offer of the Horwood Shares contemplated herein, Horwood has not, for a period of six months prior to the date hereof, sold, offered for sale or solicited any offer to buy any of its securities in the United States.

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No Shareholdings in Avventura

Horwood does not, legally or beneficially, own, directly or indirectly, any securities of Avventura and does not have any right, agreement or obligation to purchase any securities of Avventura or any securities or obligations of any kind convertible into or exchangeable for any securities of Avventura, except as otherwise set forth in this Agreement.

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Restrictions on Business Activities

There is no agreement or Order binding upon Horwood or that has or could be reasonably expected to have the effect of prohibiting, restricting or materially impairing any business practice of Horwood, any acquisition of property by Horwood, or the conduct of business by Horwood as currently conducted.

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Expropriation

No property or asset of Horwood has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced and, to the knowledge of Horwood, there is no intent or proposal to give any such notice or commence any such proceeding.

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Right to Use Personal Information

All personal information in the possession of Horwood has been collected, used and disclosed in compliance with all applicable privacy Laws in those jurisdictions in which Horwood is deemed by operation of law in those jurisdictions, to conduct its business. Horwood has disclosed to Avventura all contracts and facts concerning the collection, use, retention, destruction and disclosure of personal information, and there are no other contracts, or facts which, on completion of the transactions contemplated by this Agreement, would restrict or interfere with the use of any personal information by Horwood in the operation of its business as conducted by Horwood before Closing. There are no claims pending or, to the knowledge of Horwood, threatened, with respect to Horwood's collection, use or disclosure of personal information.

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Money Laundering

The operations of Horwood are, and have been, conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes in all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (in this Section 5.38, collectively, " Money Laundering Laws ") and no action, suit or proceeding by or before any court, Governmental Entity or non-governmental authority involving Horwood with respect to the Money Laundering Laws is, to the knowledge of Horwood, pending or threatened.

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Completeness of Disclosure

No representation or warranty by Horwood in this Agreement nor any certificate, schedule, statement, document or instrument furnished or to be furnished to Horwood pursuant hereto contains or shall contain any untrue statement of a material fact or omits or shall omit to state a material fact required to be stated herein or therein or necessary to make any statement herein or therein not materially misleading.

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COVENANTS

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Covenants of the Shareholders

Each of the Shareholders hereby covenants and agrees with Avventura and Horwood as follows:

• (a) Certain Actions. Each Shareholder shall use its commercially reasonable efforts to (i) not take any action, (ii) not refrain from taking any commercially reasonable action, and (iii) permit any action to be taken or not taken that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by the Shareholders in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on the Avventura Shares held by such Shareholder.

• (b) Representations. Each Shareholder shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of the Shareholders contained herein shall be true and correct on and as of the Closing

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Date as if made on and as of such date.

• (c) Closing Documents. Each Shareholder shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, instruments and certificates, resolutions, opinions and other closing documents as may be required by Horwood, all in form and content satisfactory to Horwood, acting reasonably.

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Covenants of Avventura

Avventura hereby covenants and agrees with Horwood as follows:

• (a) Disclosure Document. Avventura shall fully collaborate with Horwood in the drafting of any disclosure document, prospectus or listing statement required to be submitted to the CSE and applicable Securities Authorities, and shall provide all information and execute all certificates required to be included in such disclosure document.

• (b) Copy of Documents. Avventura shall furnish promptly to Horwood a copy of any dealings or communications with any Governmental Entity or Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

• (c) Certain Actions Prohibited. Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement or as otherwise permitted pursuant to this Agreement, Avventura shall not, without the prior written consent of Horwood, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Closing Date:

• (i) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of Avventura;

• (ii) incur or commit to incur any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated in connection with the transactions contemplated in this Agreement;

• (iii) declare or pay any dividends or distribute any of its property or assets to Shareholders with respect to the Avventura Shares;

• (iv) enter into any Material Contracts, other than in the ordinary and regular course of business, except in connection with the Share Exchange or as otherwise contemplated herein;

• (v) alter or amend its articles or notice of articles, other than as may be required in connection with the transactions contemplated herein;

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• (vi) engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

• (vii) other than pursuant to the terms of property acquisitions or in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets, except where to do so would not have a Material Adverse Effect on Avventura;

• (viii) redeem, purchase or offer to purchase any Avventura Shares or other securities; or

• (ix) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

• (d) Certain Actions. Avventura shall:

• (i) use its commercially reasonable efforts to (A) not take any action, (B) not refrain from taking any commercially reasonable action, and (C) permit any action to be taken or not taken, that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by Avventura in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on Avventura; and

• (ii) promptly notify Horwood of:

  • (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Avventura;

  • (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

  • (C) any breach by Avventura of any covenant or agreement contained in this Agreement; and

  • (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Avventura contained in this Agreement, if made on or as of the date of such event or the Closing Date, to be untrue or inaccurate in any material respect.

• (e) Satisfaction of Conditions. Avventura shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all conditions precedent to its obligations to the

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extent that the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

• (i) obtain all other consents, approvals and authorizations as are required to be obtained by Avventura under any applicable Laws or from any Governmental Entity that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Avventura;

• (ii) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate and appear in any proceedings of any Party before any Governmental Entity;

• (iii) oppose, lift or rescind any injunction or restraining order or other Order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Avventura Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Avventura advises Horwood in writing that it has received such advice and provides written details thereof to Horwood;

• (iv) fulfill all conditions and satisfy all provisions of this Agreement and the Share Exchange required to be fulfilled or satisfied by Avventura; and

• (v) co‐operate with Horwood in connection with the performance by it of its obligations hereunder, provided however that the foregoing shall not be construed to obligate Avventura to pay or cause to be paid any monies to cause such performance to occur.

• (f) Keep Fully Informed. Subject to applicable Laws, Avventura shall use commercially reasonable efforts to conduct itself so as to keep Horwood fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

• (g) Representations. Avventura shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Avventura contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

• (h) Closing Documents. Avventura shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, instruments, certificates, resolutions, opinions and other closing documents as may be required by Horwood,

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all in form satisfactory to Horwood, acting reasonably.

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Covenants of Horwood

Horwood hereby covenants and agrees with Avventura and the Shareholders as follows:

• (a) Horwood Shareholder Approval. Horwood shall use its commercially reasonable efforts to obtain, in a timely manner prior to the Closing Date, the Horwood Shareholder Approval, if required by applicable Laws.

• (b) Copy of Documents. Horwood shall furnish promptly to Avventura a copy of any filing under any applicable Laws and any dealings or communications with any Governmental Entity, Securities Authority or stock exchange in connection with, or in any way affecting, the transactions contemplated by this Agreement.

• (c) Certain Actions Prohibited. Other than in contemplation of or as required to give effect to the transactions contemplated by this Agreement or as otherwise permitted pursuant to this Agreement, Horwood shall not, without the prior written consent of Avventura, which consent shall not be unreasonably withheld or delayed, directly or indirectly do or permit to occur any of the following prior to the Closing Date:

• (i) issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on or agree to issue, sell, grant, pledge, lease, dispose of, or encumber or create any Encumbrance on any shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of Horwood, other than the issuance of Horwood Shares upon the exercise of warrants and stock options issued prior to the date of this Agreement;

• (ii) incur or commit to incur any debt, except in the ordinary and regular course of business, or to finance its working capital requirements, or as otherwise contemplated herein in connection with the transactions contemplated by this Agreement;

• (iii) declare or pay any dividends or distribute any of its properties or assets to shareholders with respect to the Horwood Shares;

• (iv) enter into Material Contracts, other than in the ordinary and regular course of business, except in connection with the Share Exchange or as otherwise contemplated herein;

• (v) alter or amend its articles of incorporation or bylaws, other than as may be required in connection with the transactions contemplated herein;

• (vi) engage in any business enterprise or other activity different from that carried on or contemplated as of the date hereof;

• (vii) other than pursuant to the terms of property acquisitions or in the ordinary and regular course of business, sell, pledge, lease, dispose of, grant any

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interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets except where to do so would not have a Material Adverse Effect on Horwood;

• (viii) redeem, purchase or offer to purchase any of the Horwood Shares or other securities; or

• (ix) acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than in the ordinary and regular course of business.

• (d) Certain Actions. Horwood shall:

• (i) use its commercially reasonable efforts to (A) not take any action, (B) not refrain from taking any commercially reasonable action, and (C) permit any action to be taken or not taken that is inconsistent with the provisions of this Agreement or that would reasonably be expected to materially impede the completion of the transactions contemplated hereby or would render, or that could reasonably be expected to render, any representation or warranty made by Horwood in this Agreement untrue or inaccurate in any material respect at any time on or before the Closing Date if then made or that would or could have a Material Adverse Effect on Horwood; and

• (ii) promptly notify Avventura of:

  • (A) any Material Adverse Change or Material Adverse Effect, or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Change or to have a Material Adverse Effect, in respect of the business or in the conduct of the business of Horwood;

  • (B) any material Governmental Entity or third person complaints, investigations or hearings (or communications indicating that the same may be contemplated);

  • (C) any breach by Horwood of any covenant or agreement contained in this Agreement; and

  • (D) any event occurring subsequent to the date hereof that would render any representation or warranty of Horwood contained in this Agreement, if made on or as of the date of such event or the Closing Date, to be untrue or inaccurate in any material respect.

• (e) Satisfaction of Conditions. Horwood shall use all commercially reasonable efforts to satisfy, or cause to be satisfied, all of the conditions precedent to its obligations to the extent the same is within its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under all applicable Laws to complete the transactions contemplated by this Agreement, including using its commercially reasonable efforts to:

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• (i) obtain the Horwood Shareholder Approval;

• (ii) effect a restructuring of its outstanding securities such that at Closing Horwood will have no more than 12,511,368 Horwood Shares and 2,000,000 Horwood Warrants outstanding, each Horwood Warrant exercisable at $0.10 per Horwood Share for a period of three (3) years from the date of issuance (the " Restructuring ");

• (iii) complete the Name Change (as defined herein);

• (iv) obtain all other consents, approvals and authorizations as are required to be obtained by Horwood under any applicable Laws or from any Governmental Entity or under the rules or policies of the CSE, if applicable, that would, if not obtained, materially impede the completion of the transactions contemplated by this Agreement or have a Material Adverse Effect on Horwood;

• (v) effect all necessary registrations, filings and submissions of information requested by Governmental Entities required to be effected by it in connection with the transactions contemplated by this Agreement and participate, and appear in any proceedings of, any Party hereto before any Governmental Entity;

• (vi) oppose, lift or rescind any injunction or restraining order or other Order or action challenging or affecting this Agreement, the transactions contemplated hereby or seeking to enjoin or delay, or otherwise adversely affecting the ability of the Parties to consummate, the transactions contemplated hereby, subject to the Horwood Board determining in good faith after receiving advice from outside legal counsel (which may include written opinions or advice) that taking such action would be inconsistent with the fiduciary duties of such directors under applicable Laws, and provided that, immediately upon receipt of such advice, Horwood advises Avventura in writing that it has received such advice and provides written details thereof to Avventura;

• (vii) fulfill all conditions and satisfy all provisions of this Agreement and the Share Exchange required to be fulfilled or satisfied by Horwood; and

• (viii) co‐operate with Avventura in connection with the performance by Avventura of its obligations hereunder; provided however that the foregoing shall not be construed to obligate Horwood to pay or cause to be paid any monies to cause such performance to occur, other than as contemplated in this Agreement.

• (f) Keep Fully Informed. Subject to applicable Laws, Horwood shall use its commercially reasonable efforts to conduct itself so as to keep Avventura fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business.

• (g) Co‐operation. Horwood shall fully collaborate with Avventura in the drafting of

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any disclosure document, prospectus or listing statement required to be submitted to the CSE and applicable Securities Authorities, and shall provide all information and execute all certificates required to be included in such disclosure document. Without limiting the generality of the foregoing, Horwood shall provide to Avventura, in a timely and expeditious manner, all information as may be reasonably requested by Avventura or as required by applicable Laws and CSE rules and policies (in this Section 6.3(g), the " Regulatory Requirements ") with respect to Horwood and its business, assets, management and shareholders for inclusion in any disclosure documents in conjunction with this Agreement and the transactions contemplated herein, and in any amendment or supplement thereto that complies in all material respects with the Regulatory Requirements and containing all material facts relating to it required to be disclosed in such form and not containing any misrepresentation (as defined in the Securities Act (British Columbia)) with respect thereto.

• (h) Representations. Horwood shall use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of Horwood contained herein shall be true and correct on and as of the Closing Date as if made on and as of such date.

• (i) Closing Documents. Horwood shall execute and deliver, or cause to be executed and delivered, at Closing such customary agreements, instruments, certificates, opinions, resolutions and other closing documents as may be required by Avventura, all in form satisfactory to Avventura, acting reasonably.

• (j) Reporting Issuer. Until the earlier of:

• (i) the Closing Time; and

• (ii) the termination of this Agreement in accordance with Section 8.2,

Horwood shall use its commercially reasonable efforts to ensure that it remains a reporting issuer in good standing in the Reporting Jurisdictions.

• (k) Name Change. At or prior to Closing, Horwood shall change its name to "Avventura Resources Ltd." or such other name as is approved by Avventura and is acceptable to the CSE (the " Name Change ").

• (l) Horwood Board. At or prior to Closing, the Horwood Board shall approve resolutions to:

• (i) accept the resignations from the directors and officers of Horwood that shall no longer be serving in such capacity following Closing;

• (ii) change the composition of the Horwood Board such that it shall be comprised of the individuals listed below; and

• (iii) appoint the officers listed below:

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Name Anthony Balic Mark Lotz John Hiner John Pallot Eric Allard	Title
	President and Chief Executive Officer Director, Chief Financial Officer and Corporate Secretary Director Director (Chairman) Director

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Mutual Covenants

• (a) Access and Information. Between the date of this Agreement and the Closing Date, Avventura and Horwood shall, and shall cause each of their respective Representatives to:

• (i) afford the other and its Representatives full and free access to its personnel, properties, assets, Contracts, books and records, and other documents and data;

• (ii) furnish the other and its Representatives with copies of all such Contracts, books and records, and other existing documents and data as required by this Agreement and as the other may otherwise reasonably request; and

• (iii) furnish the other and its Representatives with such additional financial, operating, and other data and information as the other may reasonably request.

All of such access, investigation and communication by each of Horwood and Avventura and each of their respective Representatives shall be conducted during normal business hours and in a manner designed not to interfere unduly with the normal business operations of the other. Each of Horwood and Avventura shall instruct its auditors to co-operate with the other party and its Representatives in connection with such investigations.

• (b) Confidential Information. Each of Avventura and Horwood (in this Section 6.4(b), each a " Receiving Party ") agrees that any information as to a Party's financial condition, business, properties, title, assets and affairs (including any Material Contracts) received from the other Party (in this Section 6.4(b), each a " Disclosing Party ") as part of its due diligence investigations in connection with the transactions contemplated in this Agreement, including information which, at the time of receipt had not become generally available to the public, was not available to the Receiving Party or its Representatives on a non‐confidential basis before the date of the execution of this Agreement or does not become available to the Receiving Party or its Representatives on a non‐confidential basis from a person who is not, to the knowledge of the Receiving Party or its Representatives, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the Receiving Party or its Representatives (" confidential information ") shall be kept confidential by the

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Receiving Party for a period of two (2) years from the date hereof. Prior to releasing any confidential information, the Disclosing Party may require the Receiving Party to enter into a mutually acceptable confidentiality agreement. No confidential information may be released to third parties without the consent of the Disclosing Party, except that the Parties agree that they shall not unreasonably withhold such consent to the extent that such confidential information is compelled to be released by legal process or must be released to regulatory bodies and/or included in public documents. The provisions of this Section 6.4(b) shall survive the termination of this Agreement.

• (c) Public Statements. Until the Closing occurs, each of Avventura and Horwood shall consult with the other Party prior to issuing any press release or other public statement relating to this Agreement or the transactions contemplated in this Agreement. In addition, until the Closing occurs, each of Avventura and Horwood shall obtain prior approval from the other Party before issuing any press release or public statement using the names of any of its officers, directors, employees, consultants or shareholders.

• (d) Exclusive Dealing.

• (i) Each of Horwood, Avventura and the Shareholders covenants and agrees with the other Parties that, until the termination of this Agreement in accordance with Section 8.2, it shall not, without prior written consent of the other Parties, directly or indirectly:

  • (A) initiate, solicit, cause, facilitate or participate in any (confidential or otherwise) offer or expression of interest to sell any of its securities or assets to a third party;

  • (B) except with regard to the Share Exchange, pursue any issuance of securities, other amalgamation, merger, arrangement, business combination, reorganization, or sale of assets or make any other material change to its business, capital or affairs, or participate in any discussions or negotiations regarding, or provide information concerning the foregoing; or

  • (C) conduct any activity otherwise materially detrimental to the Share Exchange.

Notwithstanding the foregoing, nothing herein shall restrict the Parties from taking such actions as may be required in order to discharge their obligations pursuant to applicable corporate laws.

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CLOSING CONDITIONS

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Mutual Conditions in Favour of Avventura, the Shareholders and Horwood

The respective obligations of Avventura, the Shareholders and Horwood to complete the transactions contemplated herein are subject to the fulfillment of the following conditions at or

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before the Closing Time or such other time as is specified below:

• (a) the Horwood Shareholder Approval shall have been obtained in accordance with applicable Laws;

• (b) each of the Avventura Board and the Horwood Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Avventura and Horwood to permit the consummation of the Share Exchange and all other matters contemplated in this Agreement;

• (c) the Horwood Shares to be issued to persons in the United States pursuant to the Share Exchange shall be exempt from registration requirements under the 1933 Act pursuant to Rule 506 of Regulation D;

• (d) the distribution of the Horwood Shares pursuant to the Share Exchange shall be exempt from prospectus and registration requirements under Applicable Securities Laws in Canada and, except with respect to persons deemed to be "control persons" of Horwood under the Securities Act (British Columbia), such Horwood Shares shall be freely trading shares, subject to escrow provisions and/or resale restrictions under the rules and policies of the CSE and except for the Horwood Shares issued to Shareholders resident in or subject to the Laws of the United States as contemplated in Section 2.8;

• (e) the Escrow Agent and the Shareholders who shall be Related Persons of Horwood upon Closing shall have executed the Escrow Agreement, in accordance with applicable regulatory requirements; and

• (f) no suit, action, or proceeding shall be pending or threatened which (i) makes illegal or otherwise directly or indirectly restrains, enjoins or prohibits the Share Exchange or any other transactions contemplated herein; or (ii) results in a judgment or assessment of material damages directly or indirectly relating to the transactions contemplated herein.

The foregoing conditions are for the mutual benefit of Avventura, the Shareholders and Horwood and may be waived by mutual consent of Avventura (on its own behalf and behalf of the Shareholders) and Horwood in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Avventura and Horwood. If any of such conditions shall not be complied with or waived as aforesaid on or before the Completion Deadline or, if earlier, the date required for the performance thereof, then, subject to Section 7.4, either of Avventura (on its own behalf and behalf of the Shareholders) or Horwood may terminate this Agreement by written notice to the other Party in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by such terminating Party.

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Conditions in Favour of Avventura and the Shareholders

The obligation of Avventura and the Shareholders to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Closing Time or such other time as is specified below:

• (a) the representations and warranties made by Horwood in this Agreement that are

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• qualified by the expression "Material Adverse Change" or "Material Adverse Effect" shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Horwood in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either individually or in the aggregate, in the reasonable judgment of Avventura, have a Material Adverse Effect on Horwood, and Horwood shall have provided to Avventura a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Closing Date. No representation or warranty made by Horwood hereunder shall be deemed not to be true and correct if the facts or circumstances which make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

• (b) from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Change in respect of Horwood;

• (c) Horwood shall have complied in all material respects with its covenants herein and Horwood shall have provided to Avventura a certificate of two officers thereof, certifying that, as of the Closing Date, it has so complied with its covenants herein;

• (d) the Horwood Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Horwood and Avventura to permit the consummation of the Share Exchange and the transactions to be completed by Horwood pursuant to the terms of this Agreement;

• (e) Avventura shall be reasonably satisfied with its legal and financial due diligence review of Horwood, including with respect to the Horwood Financial Statements and the Horwood Public Record;

• (f) the Horwood Board shall have procured duly executed resignations and releases in favour of Horwood effective at the Closing Time from each director and executive officer of Horwood who shall no longer be serving in such capacity or capacities following completion of the Share Exchange;

• (g) immediately prior to Closing and on a post-Restructuring basis, Horwood's capital structure shall consist of no more than 12,511,368 Horwood Shares, 2,000,000 Horwood Warrants, and no other securities exercisable or exchangeable for, or convertible into, or other rights to acquire, Horwood Shares;

• (h) Horwood shall have retained Matalia Investments Ltd. (in this Section 7.2(h), " Matalia ") to provide management and administrative services to Horwood (including reimbursement of minimum monthly expenses for rent, supplies, general services, accounting and regulatory services estimated at $4,000 plus tax), pursuant to a management services contract between Matalia and Horwood; and

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• (i) at Closing, Horwood shall have no more than $15,000 in outstanding liabilities, other than in respect of the Horwood Property.

The foregoing conditions are for the benefit of Avventura and the Shareholders and may be waived, in whole or in part, by Avventura (on its own behalf and behalf of the Shareholders) in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Avventura. If any of such conditions shall not be complied with or waived by Avventura (on its own behalf and behalf of the Shareholders) on or before the Closing Date or, if earlier, the date required for the performance thereof, then, subject to Section 7.4, Avventura (on its own behalf and behalf of the Shareholders) may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Avventura or the Shareholders .

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Conditions in Favour of Horwood

The obligation of Horwood to complete the transactions contemplated herein is subject to the fulfillment of the following additional conditions at or before the Closing Time or such other time as is specified below:

• (a) the representations and warranties made by Avventura in this Agreement that are qualified by the expression "Material Adverse Change" or "Material Adverse Effect" shall be true and correct as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), and all other representations and warranties made by Avventura and Shareholders in this Agreement that are not so qualified shall be true and correct in all material respects as of the Closing Date as if made on and as of such date (except to the extent that such representations and warranties speak as of an earlier date, in which event such representations and warranties shall be true and correct as of such earlier date), in either case, except where any failures or breaches of representations and warranties would not either, individually or in the aggregate, in the reasonable judgment of Horwood, have a Material Adverse Effect on Avventura, and Avventura shall have provided to Horwood a certificate of two officers thereof certifying such accuracy or lack of Material Adverse Effect on the Closing Date. No representation or warranty made by Avventura hereunder shall be deemed not to be true and correct if the facts or circumstances that make such representation or warranty untrue or incorrect are disclosed or referred to, or provided for, or stated to be exceptions under this Agreement;

• (b) from the date of this Agreement to the Closing Date, there shall not have occurred a Material Adverse Change in respect of Avventura;

• (c) Avventura shall have complied in all material respects with its covenants herein and Avventura shall have provided to Horwood a certificate of two officers thereof certifying that, as of the Closing Date, Avventura has so complied with its covenants herein;

• (d) the Avventura Board shall have adopted all necessary resolutions and all other necessary corporate action shall have been taken by Avventura and Horwood to permit the consummation of the Share Exchange and the transactions to be

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completed by Avventura pursuant to the terms of this Agreement;

• (e) Horwood shall be reasonably satisfied with its legal and technical due diligence review of Avventura; and

• (f) immediately prior to Closing, Avventura's capital structure shall consist of no more than 13,575,001 Avventura Shares (not including any Avventura Shares issuable pursuant to the acquisition of the Kabik Lake Property), 11,650,000 Avventura Warrants and no other securities exercisable or exchangeable for, or convertible into, or other rights to acquire, Avventura Shares.

The foregoing conditions are for the benefit of Horwood and may be waived, in whole or in part, by Horwood in writing at any time. No such waiver shall be of any effect unless it is in writing signed by Horwood. If any of such conditions shall not be complied with or waived by Horwood on or before the Closing Date or, if earlier, the date required for the performance thereof, then, subject to Section 7.4, Horwood may terminate this Agreement by written notice to the other Parties in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Horwood.

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Notice and Cure Provisions

Each of Avventura and Horwood shall give prompt notice to the other Party of the occurrence, or failure to occur, at any time from the date hereof until the Closing Date, of any event or state of facts which occurrence or failure would, would be likely to or could:

• (a) cause any of the representations or warranties of such Party contained herein to be untrue or inaccurate in any respect on the date hereof or on the Closing Date;

• (b) result in the failure to comply with or satisfy any covenant or agreement to be complied with or satisfied by such Party on or before the Closing Date; or

• (c) result in the failure to satisfy any of the conditions precedent in favour of the other Party or Parties contained in Section 7.1, 7.2 and 7.3, as the case may be;

subject as herein provided, a Party may:

• (d) elect not to complete the transactions contemplated hereby by virtue of any of the conditions for its benefit contained in Section 7.1, 7.2 and 7.3 not being satisfied or waived; or

• (e) exercise any termination right arising therefrom; provided, however, that:

• (i) promptly and in any event prior to the Closing Date, the Party intending to rely thereon has delivered a written notice to the other Party or Parties specifying in reasonable detail the breaches of covenants or untruthfulness or inaccuracy of representations and warranties or other matters that the Party delivering such notice is asserting as the basis for the exercise of the termination right, as the case may be; and

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• (ii) if any such notice is delivered, and a Party proceeds diligently, at its own expense, to cure such matter, if such matter is susceptible to being cured, the Party that has delivered such notice may not terminate this Agreement until the lesser of ten (10) days from the date of delivery of such notice and the number of days remaining before the earlier of the Closing Date and the Completion Deadline.

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Merger of Conditions

The conditions set out in this Article 7 shall conclusively deemed to have been satisfied, waived or released upon Closing.

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AMENDMENT AND TERMINATION

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Amendment

This Agreement may, at any time and from time to time before or after the receipt of the Horwood Shareholder Approval be amended by mutual written agreement of Avventura and Horwood and without, subject to applicable Laws, further notice to or authorization on the part of the Shareholders and any such amendment may, without limitation:

• (a) change the time for the performance of any of the obligations or acts of any of the Parties;

• (b) waive any inaccuracies in or modify any representation or warranty contained herein or in any document delivered pursuant hereto;

• (c) waive compliance with or modify any of the covenants herein contained and waive or modify the performance of any of the obligations of any of the Parties; and

• (d) waive compliance with or modify any condition herein contained;

provided, however, that notwithstanding the foregoing, the exchange ratio set out in Section 2.1(a) shall not be amended without the approval of the affected Shareholders.

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Termination

This Agreement may be terminated at any time prior to the Closing Date by:

• (a) mutual agreement of Avventura and Horwood;

• (b) subject to Section 7.4:

• (i) by Avventura or Horwood if any of the conditions in Section 7.1 for the benefit of the terminating party is not satisfied or waived in accordance with such Section;

• (ii) by Avventura, if any condition in Section 7.2 is not satisfied or waived in accordance with such Section; or

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• (iii) by Horwood, if any condition in Section 7.3 is not satisfied or waived in accordance with such Section;

• (c) Avventura, if there has been a material breach by Horwood of any representation, warranty, covenant or agreement set forth in this Agreement that is not cured by Horwood, to the reasonable satisfaction of Avventura, within the lesser of ten (10) days from the date of delivery of such notice and the number of days remaining before the earlier of the Closing Date and the Completion Deadline after notice of such breach is given by Avventura (except that no cure period shall be provided for a breach by Horwood that by its nature cannot be cured);

• (d) Horwood, if there has been a material breach by any of Avventura or the Shareholders of any representation, warranty, covenant or agreement set forth in this Agreement that is not cured by the breaching Party, to the reasonable satisfaction of Horwood, within the lesser of ten (10) days from the date of delivery of such notice and the number of days remaining before the earlier of the Closing Date and the Completion Deadline after notice of such breach is given by Horwood (except that no cure period shall be provided for a breach by the Shareholders or Avventura that by its nature cannot be cured);

• (e) Avventura or Horwood, if the Share Exchange contemplated by this Agreement has not been consummated on or prior to the Completion Deadline, unless Avventura and Horwood agree to extend such date in writing; or

• (f) Avventura or Horwood, if any permanent injunction or other Order of a Governmental Entity prevents the consummation of the Share Exchange contemplated by this Agreement, which injunction or Order has become final and non-appealable.

==> picture [15 x 10] intentionally omitted <==

Effect of Termination

In the event of the termination of this Agreement as provided in Section 8.2, save for Sections 6.4(b), 6.4(c), 9.5, 9.12, 9.13 and 9.14 which shall remain in full force and effect, this Agreement shall be of no further force and effect; provided, however, that no termination of this Agreement shall relieve any Party of liability for any breaches of this Agreement that are based on a wrongful refusal or failure to perform any obligations.

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GENERAL

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Notices

All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed to have been duly given or made as of the date delivered or sent if delivered personally or by email transmission, or as of the following Business Day if sent by prepaid overnight courier, to the Parties at the following addresses (or at such other addresses as shall be specified by any Party by notice to the other given in accordance with these provisions):

(a) If to Horwood:

LC2275088-1

• 53 -

Horwood Exploration Corp. 9285 203B Street Langley, British Columbia, V1M 2L9

Attention: Eric Allard Email: [Redacted – confidentiality reasons]

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

Lebeuf Legal Inc. Rene-Levesque O., Suite 1730 Montreal, Quebec, H3B 1X9

Attention: Michel Lebeuf Email: ml@lebeuflegal.com

• (b) If to Avventura and the Shareholders:

Avventura Resources Inc. 320 Granville Street, Suite 880 Vancouver, British Columbia, V6C 1S9

Attention: Anthony Balic Email: [Redacted – confidentiality reasons]

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

Lotz & Company 320 Granville Street, Suite 880 Vancouver, British Columbia, V6C 1S9

Attention: Jonathan Lotz Email: jlotz@lotzandco.com

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Dispute Resolution

Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, validity, breach or termination shall be submitted for determination by arbitration through the Vancouver International Arbitration Centre, under its Domestic Arbitration Rules (in this Section 9.2, the " VANIAC Rules "), in accordance with the following:

• (a) Either of Horwood or Avventura may refer a matter in dispute hereunder for resolution pursuant to this Section 9.2. For a period of 30 days after such referral, the Chief Executive Officer or President, as the case may be, of Horwood and Avventura (on its own behalf or as the Shareholders' Representative) shall attempt to resolve the matter, failing which either of Horwood or Avventura may refer any such matter to arbitration by written notice to the other Party. Within 10 days after receipt of such notice, Horwood or Avventura shall use their best efforts to agree on the appointment of a single arbitrator. No person shall be appointed as an

LC2275088-1

• 54 -

arbitrator hereunder unless such person has at least 10 years' experience in the matter or matters that are the subject of the dispute and agrees in writing to act.

• (b) If Horwood and Avventura cannot agree on a single arbitrator as provided in Section 9.2(a), or if the person appointed is unwilling or unable to act, either Horwood or Avventura may submit the matter to arbitration before a single arbitrator in accordance with the VANIAC Rules. The number of arbitrators shall be one (1). The place of arbitration shall be Vancouver, British Columbia and the language to be used in the arbitral proceedings shall be English. The arbitrator shall fix a time and place for the purpose of hearing the evidence and representations of the Parties and he shall preside over the arbitration and determine all questions of procedure not provided for under the VANIAC Rules or this Section 9.2. After hearing any evidence and representations that the Parties may submit, the arbitrator shall make an award and reduce the same to writing and deliver one (1) copy thereof to each of the Parties. The decision of the arbitrator shall be made within 30 days after his appointment, subject to any reasonable delay due to unforeseen circumstances. The decision of the arbitrator may be entered into any court.

• (c) The expense of the arbitration, including travel costs and attorney's fees and costs of the prevailing Party, shall be paid as specified in the award.

• (d) The award of the single arbitrator shall be final and binding upon all of the Parties.

• (e) Notwithstanding any other provision hereof, during the conduct of dispute resolution procedures pursuant to this Section 9.2, the Parties shall continue to perform their respective obligations under this Agreement.

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Entire Agreement

This Agreement, the Schedules attached hereto and the other documents provided in connection with the Share Exchange contain the entire agreement between the Parties with respect to the subject matter hereof and supersede all prior arrangements and understandings, both written and oral, expressed or implied, with respect thereto, including the Letter Agreement. Any preceding correspondence or offers are expressly superseded and terminated by this Agreement. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the Parties other than as expressly set forth in this Agreement.

==> picture [15 x 10] intentionally omitted <==

Independent Legal Advice

With respect to the preparation of this Agreement and the rights and obligations herein, each of the Parties acknowledges and agrees that Lotz & Company has acted as counsel only to Avventura, that all other Parties to this Agreement acknowledge and confirm that they have been advised to seek, and have sought or have otherwise waived, independent legal advice with respect to this Agreement and the documents delivered pursuant thereto and that Lotz & Company is not protecting the rights and interests of any other Party to this Agreement.

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No Personal Liability

• (a) No director or officer of Avventura shall have any personal liability whatsoever (other than in the case of fraud, negligence or wilful misconduct) to Horwood or

LC2275088-1

• 55 -

the Shareholders under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf of Avventura.

• (b) No director or officer of Horwood shall have any personal liability whatsoever (other than in the case of fraud, negligence or wilful misconduct) to Avventura or the Shareholders under this Agreement or any other document delivered in connection with this Agreement or the Share Exchange by or on behalf of Horwood.

==> picture [15 x 10] intentionally omitted <==

Further Assurances

Each of the Parties from time to time shall execute and deliver all such further documents and instruments and do all acts and things as the other Parties may, either before or after the Closing Date, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

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Time of the Essence

Time shall be of the essence of this Agreement.

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Waiver

No waiver of any breach of any term or provision of this Agreement shall be effective or binding unless made in writing and signed by the Party purporting to give the same and, unless otherwise provided, shall be limited to the specific breach waived.

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Assignment

This Agreement may not be assigned by any Party without the written consent of the other Parties.

==> picture [21 x 10] intentionally omitted <==

Severability

Should any part of this Agreement be declared or held invalid for any reason, such invalidity shall not affect the validity of the remainder which shall 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.

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Enurement

This Agreement shall enure to the benefit of the Parties, their respective heirs, successors and permitted assigns.

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Third Party Beneficiaries

Each of the Parties intends that this Agreement shall not benefit or create any right or cause of action in favour of any person, other than the Parties and that no person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

LC2275088-1

• 56 -

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Expenses

Subject to Section 9.2, each Party shall pay its respective legal and accounting costs, fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs, fees and expenses whatsoever and howsoever incurred, and shall indemnify and save harmless the others from and against any claim for any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the Share Exchange; provided that Avventura will be responsible for any expenses incurred by Horwood and previously approved by Avventura in connection with engaging an agent for Horwood's initial public offering following completion of the Share Exchange.

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Governing Law

This Agreement shall be governed by, and be construed in accordance with, the Laws of the Province of British Columbia and the Laws of Canada applicable therein but the reference to such Laws shall not, by conflict of laws rules or otherwise, require the application of the Law of any jurisdiction other than the Province of British Columbia.

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Counterparts

This Agreement may be executed in counterparts and by electronic transmission, and each of such counterparts shall be deemed an original, and all of which together constitute one and the same instrument.

[Remainder of page intentionally left blank; signature page follows]

LC2275088-1

• 57 -

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

HORWOOD:

HORWOOD EXPLORATION CORP.

Per:

"Eric Allard"

Authorized Signatory Name: Eric Allard Title: Chief Executive Officer

AVVENTURA:

AVVENTURA RESOURCES INC.

Per:

"Anthony Balic"

Authorized Signatory Name: Anthony Balic Title: Chief Executive Officer

SHAREHOLDERS:

[Redacted – confidentiality reasons]

LC2275088-1

SCHEDULE "A"

Avventura Securityholders

1. Avventura Shares

[Redacted – confidentiality reasons]

1. Avventura Warrants

[Redacted – confidentiality reasons]

LC2275088-1

SCHEDULE "B"

Horwood Property

==> picture [468 x 334] intentionally omitted <==

Claim	Issue Date	Due Date	Holder	# Cells
700378	2022-01-07	2025-01-04	(100) Gravel Ridge Resources Ltd.	25
700379	2022-01-07	2025-01-04	(100) Gravel Ridge Resources Ltd.	23
715342	2022-03-22	2025-03-22	(100) Gravel Ridge Resources Ltd.	14
716846	2022-04-03	2025-04-03	(100) Gravel Ridge Resources Ltd.	11
717594	2022-04-08	2025-04-08	(100) Gravel Ridge Resources Ltd.	1
717595	2022-04-08	2025-04-08	(100) Gravel Ridge Resources Ltd.	2
717596	2022-04-08	2025-04-08	(100) Gravel Ridge Resources Ltd.	1
717597	2022-04-08	2025-04-08	(100) Gravel Ridge Resources Ltd.	1
717598	2022-04-08	2025-04-08	(100) Gravel Ridge Resources Ltd.	1
717883	2022-04-09	2025-04-09	(100) Gravel Ridge Resources Ltd.	2
717933	2022-04-09	2025-04-09	(100) Gravel Ridge Resources Ltd.	6
717942	2022-04-09	2025-04-09	(100) Gravel Ridge Resources Ltd.	1
717969	2022-04-09	2025-04-09	(100) Gravel Ridge Resources Ltd.	1

LC2275088-1

B - 2

Claim	Issue Date	Due Date	Holder	# Cells
717970	2022-04-09	2025-04-09	(100) Gravel Ridge Resources Ltd.	21
718151	2022-04-10	2025-04-10	(100) Gravel Ridge Resources Ltd.	17
718165	2022-04-10	2025-04-10	(100) Gravel Ridge Resources Ltd.	15
718166	2022-04-10	2025-04-10	(100) Gravel Ridge Resources Ltd.	9
718171	2022-04-10	2025-04-10	(100) Gravel Ridge Resources Ltd.	9
718531	2022-04-12	2025-04-12	(100) Gravel Ridge Resources Ltd.	5
718532	2022-04-12	2025-04-12	(100) Gravel Ridge Resources Ltd.	3
718533	2022-04-12	2025-04-12	(100) Gravel Ridge Resources Ltd.	2
718534	2022-04-12	2025-04-12	(100) Gravel Ridge Resources Ltd.	3
718538	2022-04-12	2025-04-12	(100) Gravel Ridge Resources Ltd.	1
718539	2022-04-12	2025-04-12	(100) Gravel Ridge Resources Ltd.	4
718553	2022-04-12	2025-04-09	(100) Gravel Ridge Resources Ltd.	23
718554	2022-04-12	2025-04-09	(100) Gravel Ridge Resources Ltd.	10
718764	2022-04-13	2025-04-13	(100) Gravel Ridge Resources Ltd.	3
718784	2022-04-13	2025-04-13	(100) Gravel Ridge Resources Ltd.	4
720162	2022-04-17	2025-04-17	(100) Gravel Ridge Resources Ltd.	4
720177	2022-04-17	2025-04-17	(100) Gravel Ridge Resources Ltd.	4
721435	2022-04-24	2025-04-24	(100) Gravel Ridge Resources Ltd.	2
721440	2022-04-24	2025-04-24	(100) Gravel Ridge Resources Ltd.	2
721441	2022-04-24	2025-04-24	(100) Gravel Ridge Resources Ltd.	14
721442	2022-04-24	2025-04-24	(100) Gravel Ridge Resources Ltd.	14
721452	2022-04-24	2025-04-24	(100) Gravel Ridge Resources Ltd.	1
721560	2022-04-25	2025-04-25	(100) Gravel Ridge Resources Ltd.	1
741009	2022-08-01	2024-08-01	(100) Gravel Ridge Resources Ltd.	3
746611	2022-09-16	2024-09-16	(100) Gravel Ridge Resources Ltd.	3
758077	2022-11-18	2024-11-18	(100) Gravel Ridge Resources Ltd.	5
765050	2022-12-02	2024-12-02	(100) Gravel Ridge Resources Ltd.	11
718167	2022-04-10	2025-04-10	(99) PERRY VERN ENGLISH, (1) Gravel Ridge Resources Ltd.	2
718172	2022-04-10	2025-04-10	(99) PERRY VERN ENGLISH, (1) Gravel Ridge Resources Ltd.	4
745026	2022-09-08	2024-09-08	(99) PERRY VERN ENGLISH, (1) Gravel Ridge Resources Ltd.	2
745027	2022-09-08	2024-09-08	(99) PERRY VERN ENGLISH, (1) Gravel Ridge Resources Ltd.	3
745029	2022-09-08	2024-09-08	(99) PERRY VERN ENGLISH, (1) Gravel Ridge Resources Ltd.	3

LC2275088-1

SCHEDULE "C"

Kabik Lake Property

==> picture [468 x 356] intentionally omitted <==

Claim	Issue Date	Due Date	Holder	# Cells
673169	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673168	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673167	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673166	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	4
673165	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673154	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673153	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673152	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673151	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673150	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673149	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673148	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1

LC2275088-1

C - 2

Claim	Issue Date	Due Date	Holder	# Cells
673147	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673146	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673145	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673144	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673143	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673142	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673141	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673140	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673139	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673138	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673137	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673136	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673135	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673134	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673133	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673132	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673131	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673130	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673129	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673128	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673127	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673126	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673125	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673124	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673123	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673122	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673121	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673120	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673119	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673118	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673117	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673116	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673115	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673114	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673113	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1

LC2275088-1

C - 3

Claim	Issue Date	Due Date	Holder	# Cells
673112	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673111	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673110	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673109	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673108	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673107	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673106	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1
673105	2021-08-27	2025-08-27	(100) Gravel Ridge Resources Ltd.	1

LC2275088-1

SCHEDULE "D"

Qualifications to Avventura Representations and Warranties

(a) Section 4.4 [Share Capital and Capitalization]

Non-Diluted Outstanding	Avventura Shares	13,575,001
Warrants @ $0.05 (Exp.: 36 months from commencing trading on a stock exchange)		11,650,000
Fully Diluted Outstanding(1)	Avventura Shares	25,225,001

Note:

(1) Does not include Avventura Shares issuable pursuant to Kabik Lake Property option agreement as these issuances are optional.

• (b) Section 4.9 [Material Contracts]

• (i) Kabik Lake Property option agreement dated March 17, 2022

• (ii) administrative services agreement dated July 19, 2023

• (c) Section 4.13 [Absence of Changes]

None.

(d) Section 4.14 [Employees and Consultants]

Name Title Anthony Balic Chief Executive Officer and President Mark Lotz Chief Financial Officer and Corporate Secretary Matalia Investments Ltd. Consultant	Employment/Contractor Status Independent Contractor Independent Contractor Independent Contractor

• (e) Section 4.16 [Real Property]

None.

(f) Section 4.17 [Title to Properties and Operational Matters]

No material encumbrances or other material interests.

LC2275088-1

SCHEDULE "E"

Qualifications to Horwood Representations and Warranties

(a) Section 5.3 [Non-Contravention]

None.

(b) Section 5.4 [Share Capital and Capitalization]

Non-Diluted Horwood Shares Outstanding	18,571,368
Warrants @ $0.10 (Exp.: December 2, 2024)	500,000
Warrants @ $0.10 (Exp.: December 9, 2024)	125,000
Warrants @ $0.05 (Exp. January 20, 2025)	2,187,500
Warrants @ $0.10 (Exp. January 20, 2025)	187,500
Warrants @ $0.05 (Exp. January 20, 2025)	3,050,000
Warrants @ $0.10 (Exp.: April 8, 2027)	1,000,000
Warrants@ $0.10 (Exp.: May 2, 2027)	1,000,000
Fully Diluted Horwood Shares Outstanding	26,621,368

• (c) Section 5.10 [Material Contracts]

• (i) Horwood Property option agreement dated May 4, 2022

• (ii) amending agreement to the Horwood Property option agreement date May 4, 2023

• (iii) agency agreement dated November 6, 2023

• (iv) escrow agreement dated October 30, 2023

• (v) stock option plan approved by the directors Horwood on February 13, 2023

• (d) Section 5.16 [Employees and Consultants]

None.

• (e) Section 5.18 [Real Property]

None.

• (f) Section 5.19 [Title to Horwood Property and Operational Matters]

No material encumbrances or other material interests.

LC2275088-1