AMALGAMATION AGREEMENT

THIS AGREEMENT is dated effective the 29th day of April, 2025.

AMONG: FARSTARCAP INVESTMENT CORP.
a corporation incorporated under the laws of the Province of British Columbia
("FRS")

AND: 1299840 B.C. LTD.
a corporation incorporated under the laws of the Province of British Columbia
("Subco")

AND: BP EXPLORATION CORP.
a corporation incorporated under the laws of the Province of British Columbia
("BPEx")

WHEREAS Subco is a wholly-owned subsidiary of FRS;

AND WHEREAS FRS and BPEx previously entered into a term sheet dated March 10, 2025 (the "Term Sheet") which contemplated FRS, a Capital Pool Company, acquiring all of the shares of BPEx in exchange for post-consolidated shares of FRS, which acquisition would constitute a "qualifying transaction" under TSX Venture Exchange policy 2.4;

AND WHEREAS the parties have agreed to enter into this Agreement to supercede the Term Sheet, whereby, subject to the terms and conditions of this Agreement, the parties will carry out a business combination by way of a three-cornered amalgamation pursuant to which BPEx and Subco will amalgamate under the Business Corporations Act (British Columbia) and FRS will acquire all of the issued and outstanding securities of BPEx in exchange for like securities of FRS.

NOW THEREFORE THIS AGREEMENT WITNESSES THAT in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

ARTICLE 1 - INTERPRETATION

1.1 Definitions

In this Agreement and in any amendments to this Agreement, the following terms shall have the meanings set forth below unless the context otherwise requires:

"Agreement" means this Amalgamation Agreement including the appendices hereto, as amended or supplemented from time to time.

"Amalco" means the corporation resulting from the Amalgamation.

"Amalco Share" means a common share in the capital of Amalco; and "Amalco Shares" means all of them collectively.

"Amalgamating Corporations" means Subco and BPEx.

"Amalgamation" means the "three-cornered" amalgamation pursuant to Section 269 of the BCBCA, pursuant to which Subco will amalgamate with BPEx, resulting in the formation of Amalco, which will be wholly owned by FRS.

"Amalgamation Application" means, collectively: (i) a completed Form 13 – Amalgamation Application (in the form attached as Appendix A hereto) that will be filed with the Registrar under subsection 275(1)(a) of the BCBCA to give effect to the Amalgamation, (ii) an affidavit of an officer or director of each of BPEx and Subco required under section 277(1) of the BCBCA; (iii) a copy of this Agreement or directors' resolutions approving the Amalgamation; and (iv) the applicable filing fee.

"Amalgamation Resolution" means the special resolution of the BPEx Shareholders approving the Amalgamation and this Agreement to be obtained either (i) at a BPEx Meeting, or (ii) by way of a resolution consented to in writing by all of the BPEx Shareholders, each in accordance with the BCBCA.

"Articles of Amalgamation" means the articles of amalgamation of Amalco substantially in the form set out in Appendix B hereto.

"Assets" means all rights, interests, properties, assets and materials whether real or personal and whether tangible or intangible, owned by BPEx and the BPEx Subsidiaries, including without limitation the BPEx Mineral Property Interests and the Books and Records.

"BCBCA" means the Business Corporations Act (British Columbia) as amended, including the regulations promulgated thereunder.

"Books and Records" means all title documents, files, ledgers, correspondence, contracts, lists, manuals, books of account, reports, texts, notes, studies, memoranda, invoices, accounting records, tax returns, receipts, plans, licenses, orders, permits, working papers, accounts, financial statements, financial working papers, minute books, share certificate books, share registers, computer discs, tapes, programs or other means of electronic storage, and all other records, documents or data of any nature or kind whatsoever belonging to BPEx relating to the Business and its Assets.

"BPEx" means BP Exploration Corp., a corporation incorporated under the laws of the Province of British Columbia.

"BPEx Contingent Share Issuance Obligation" means the obligation of BPEx to issue up to 3,500,000 BPEx Shares (or payment of cash equivalent) to certain Persons upon BPEx receiving an NI 43-101 resource estimate (inferred category or better) totalling at least 70,000,000 oz of silver or silver equivalent first being established at the Cosuño or Titiri project.

"BPEx Financial Statements" means the audited financial statements of BPEx for the fiscal years ended September 30, 2024, 2023 and 2022, together with any interim statements thereafter as may be required by the Exchange.

"BPEx Financing" means BPEx raising at least $1,000,000 and up to $2,500,000 through the sale, on a non-brokered private placement basis, of (i) BPEx Subscription Receipts at $0.15 per receipt, or (ii) or such other securities at such other prices and on such other terms as determined by FRS and BPEx at the time based upon market conditions.

"BPEx Finders' Warrants" means BPEx Share purchase warrants as may be granted by BPEx to various finders, in connection with the BPEx Financing, each such warrant entitling the holder thereof to acquire one BPEx Share at a set price for a set period of time; and a "BPEx Finders' Warrant" means any one of them.

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"BPEx Material Contracts" has the meaning given in Section 3.8(a).

"BPEx Meeting" means a meeting of the BPEx Shareholders which may be called and held by BPEx for the purpose of obtaining approval of the BPEx Shareholders to the Amalgamation Resolution.

"BPEx Mineral Property Interests" mean BPEx's interests in the Cosuno and Titiri projects located in Bolivia.

"BPEx Securities" means collectively the BPEx Shares, and any BPEx Warrants and BPEx Finders' Warrants.

"BPEx Shareholders" mean holders of BPEx Shares, from time to time.

"BPEx Shares" means the common shares in the capital of BPEx; and a "BPEx Share" means any one of them.

"BPEx Subscription Receipts" means the securities to be issued by BPEx under the BPEx Financing; each subscription receipt entitling the holder thereof to receive, for no additional consideration, one BPEx Share and one-half of one BPEx Warrant (exercisable at $0.20 for two years from the date of issue of the BPEx Warrant), upon certain conditions occurring.

"BPEx Subsidiaries" mean (i) Roxwell Silver Mines S.A, ("Roxwell"), a wholly owned Bolivian subsidiary, and (ii) Emisur Minera S.A. ("Emisur"), a private Bolivian company and holder of the Cosuno property, of which Roxwell owns 52% of the outstanding shares.

"BPEx Technical Report" means an independent technical report on BPEx's Cosuno property, in compliance with NI 43-101 and in form and substance reasonably satisfactory to FRS.

"BPEx Title Opinion" means a legal opinion from Dentons Guevara & Gutierrez, Bolivian legal counsel for Roxwell Silver Minera S.A., as to, inter alia, title to the Cosuno property.

"BPEx Warrant" means a BPEx Share purchase warrant entitling the holder thereof to acquire one BPEx Share at a set price for a set period of time; including those which may be issued upon conversion of BPEx Subscription Receipts, and "BPEx Warrants" means more than one of them.

"Business" means the business carried on by BPEx as of the date of this Agreement.

"Capital Pool Company" has the meaning given in Section 1.1 of TSX Venture Exchange Policy 2.4.

"Canadian Securities Laws" has the meaning given in Section 4.1(i).

"Closing" has the meaning given in Section 8.1.

"Computershare" means Computershare Investor Services Inc., the register and transfer agent for FRS.

"Confidential Information" has the meaning given in Section 9.8.

"Consideration Shares" means the post-Consolidation FRS Shares to be issued in exchange for the BPEx Shares; and a "Consideration Share" means any one of them.

"Consolidation" means the consolidation by FRS of its outstanding FRS Shares on the basis of three post-consolidated FRS Shares for every four outstanding common shares as of the Effective Date.

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"Constating Documents" means the corporate charter, articles of incorporation, articles of amendment, if any, (and any certificate thereof) or any similar constating document of a corporate entity.

"Disclosure Record" has the meaning given in Section 4.1(j).

"Dissent Rights" means the rights of dissent of BPEx Shareholders in respect of the Amalgamation Resolution under section 272 of the BCBCA.

"Dissenting Shareholders" means any BPEx Shareholder who exercised Dissent Rights.

"Effective Date" means the date when the Amalgamation Application has been accepted for filing by the Registrar.

"Encumbrances" includes, whether or not registered or recorded, any and all:

(a) mortgages, assignments of rent, liens, licences, leases, charges, security interests, hypothecs, and pledges whether fixed or floating against property (whether real, personal, tangible or intangible), or conditional sales contracts or title retention agreements or equipment trusts or financing leases relating thereto, or any subordination to any right or claim of others in respect thereof;

(b) claims, interests and estates against or in property (whether real, personal, tangible or intangible) including easements, rights-of-way, servitudes or other similar rights in property granted to or reserved or taken by any Person or any governmental body or authority;

(d) without limiting the generality of the foregoing, any other encumbrances of whatsoever nature and kind against any assets or property (whether real, personal, tangible or intangible).

"Escrow Agreement" means an escrow agreement to be entered into among FRS, the new principals of FRS and BPEx (as determined by the Exchange), and Computershare as escrow agent, pursuant to which certain Consideration Shares and other securities will be subject to escrow in accordance with applicable Canadian Securities Laws and Exchange policies and such additional restrictions as otherwise agreed by the new principals.

"Exchange" means the TSX Venture Exchange.

"FRS" means Farstarcap Investment Corp., a corporation incorporated under the laws of British Columbia.

"FRS Options" means any outstanding share purchase options in the capital of FRS, as granted pursuant to the FRS Stock Option Plan.

"FRS Replacement Warrants" means the FRS Share purchase warrants to be issued by FRS in exchange for the cancellation of any outstanding BPEx Warrants upon Closing in accordance with this Agreement; and a "FRS Replacement Warrant" means any one of them.

"FRS Securities" means collectively the FRS Shares, and any FRS Options and FRS Warrants.

"FRS Shares" means the common shares in the capital of FRS, either on a pre or post-Consolidation basis as the context requires; and a "FRS Share" means any one of them.

"FRS Stock Option Plan" means that plan as approved by the FRS shareholders at the FRS annual general meeting held November 28, 2024, which provides for the grant of incentive stock options.

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"FRS Warrants" mean any warrants outstanding in the capital of FRS, each warrant entitling the holder to acquire a FRS Share at a set price over a set period of time.

"Good Mining Practice" means, in relation to any decision or undertaking, the exercise of that degree of diligence, skill, care, prudence and oversight which is commonly observed or would be reasonably expected to be observed by skilled and experienced professionals engaged in the same type of undertaking under the same or similar circumstances.

"IFRS" means International Financial Reporting Standards.

"ITA" means the Income Tax Act (Canada), as amended, including the regulations promulgated thereunder.

"Laws" means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements having the force of law of any governmental body or authority having jurisdiction over the matter and/or person then being referred to.

"Material Adverse Effect" means, as used in connection with events, contingencies, claims or other matters expressly relating to this Agreement, a matter which might adversely affect the condition (financial or otherwise), operations, business or prospects of any party hereto, and which a reasonably prudent investor would consider important in deciding whether to proceed with the transactions hereunder on the terms provided herein.

"New Slate" means the new officers and directors of FRS, to be appointed on the Effective Date, as set out in Section 8.2(e).

"NI 43-101" means National Instrument 43-101, "Standards of Disclosure for Mineral Projects" published by the Canadian Securities Administrators, as amended from time to time.

"Person" means an individual, a corporation, a partnership, a trust, an unincorporated organization, or a government agency or instrument.

"Place of Closing" means 29th Floor, 733 Seymour Street, Vancouver, British Columbia.

"QT" means qualifying transaction, as defined in Exchange Policy 2.4, and in this instance means the acquisition by FRS of BPEx in accordance with this Agreement.

"Registrar" means the person appointed as the Registrar of Companies under section 400 of the BCBCA.

"SEDAR+" means the System for Electronic Document Analysis and Retrieval, as located at www.sedarplus.ca.

"Subco" means 1299840 B.C. Ltd., a corporation incorporated under the laws of the Province of British Columbia, and a wholly owned Subsidiary of FRS.

"Subco Shares" means the common shares in the capital of Subco; and a "Subco Share" means any one of them.

"Subsidiary" has the meaning ascribed thereto in the BCBCA.

"United States" means the United States of America, its territories and possessions, any State of the United States and the District of Columbia.

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

1.2 Appendices

(a) Appendix A – Form of Amalgamation Application
(b) Appendix B – Articles of Amalco

1.3 Interpretation

In this Agreement, except as otherwise expressly provided:

(a) 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 hereof;
(b) words importing the singular include the plural and vice versa and words importing one gender include all genders;
(c) a reference to a designated article or section or to an exhibit is a reference to the designated article or section, or exhibit to this Agreement;
(d) the words "herein", "hereof", "hereunder" and other similar words refer to this Agreement as a whole and not to any particular article, section or exhibit;
(e) where a representation or warranty is made in this Agreement on the basis of the knowledge or the awareness of the party, such knowledge or awareness consists only of the actual knowledge or awareness, as of the date of this Agreement (unless otherwise indicated), of the directors and senior executive officers of that party, but does not include the knowledge or awareness of any other individual or any constructive, implied or imputed third party knowledge;
(f) all references to dollars or to “$” are references to Canadian dollars unless otherwise indicated;
(g) any accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with IFRS;
(h) any reference to a statute includes all regulations made under that statute, and includes all amendments made to the statute and the regulations in force from time to time, and any statute or regulation that supplements or replaces that statute or regulation; and
(i) any term defined within the text of this Agreement has the meaning given to that term in the text of the Agreement.

ARTICLE 2 - AMALGAMATION

2.1 Amalgamation

Subject to the termination rights hereunder, upon the conditions precedent set out in this Agreement being satisfied or waived, BPEx and Subco shall jointly file the Amalgamation Application, which shall be substantially in the form attached hereto as Appendix A, together with such other documents as may be required under the BCBCA, with the Registrar in accordance with the BCBCA in order to effect the Amalgamation. To the extent appropriate, the Amalgamation Application may be filed with the Registrar on a date agreed upon by the Parties in advance of the Effective Date, subject to the right of any Party to withdraw the Amalgamation Application by filing with the Registrar a notice of withdrawal pursuant to section 280 of BCBCA.

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2.2 Effects of Amalgamation

On the Effective Date, subject to the BCBCA:

(a) the amalgamation of the Amalgamating Corporations and their continuance as Amalco, under the terms and conditions prescribed in this Agreement, shall be effective;

(b) the property, rights and interests of each of the Amalgamating Corporations shall continue to be the property, rights and interests of Amalco;

(d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Corporations shall be unaffected;

(e) any civil, criminal or administrative action or proceeding pending by or against either of the Amalgamating Corporations may be continued to be prosecuted by or against Amalco; and

(f) any conviction against, or ruling, order or judgment in favour of or against either of the Amalgamating Corporations may be enforced by or against Amalco.

2.3 Organization of Amalco

Unless and until otherwise determined in the manner required by Law, by Amalco or by its directors or the holder or holders of the Amalco Shares, the following provisions shall apply:

(a) Name. The name of Amalco shall be “BPEx Sub Corp.” or such other name as may be determined by its board of directors.

(b) Registered Office. The province in Canada where the registered office of Amalco shall be located is British Columbia; and its registered office shall be Suite 2900 – 733 Seymour Street, Vancouver, BC V6B 0S6.

(c) Business and Powers. There shall be no restrictions on the business that Amalco may carry on or on the powers it may exercise.

(d) Authorized Share Structure. Amalco shall be authorized to issue an unlimited number of common shares without nominal or par value.

(e) Initial Director and Officer. The initial director and officer of Amalco shall be:

Name and Address	Title
Tim Shearcroft
2900 – 733 Seymour Street, Vancouver, B.C.	Director and President

(f) Articles. The articles of Amalco, until repealed, amended or altered, shall be substantially in the form set forth in Appendix B.

(g) Fiscal Year End. The fiscal year end of Amalco will be the same as the fiscal year end of FRS.

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2.4 Treatment of Issued Securities of the Amalgamating Corporations

On the Effective Date, upon the transaction set out in Section 2.1 becoming effective,

(a) subject to section 2.6, each BPEx Shareholder will receive one Consideration Share in exchange for each of such holder’s BPEx Shares; and the BPEx Shares so exchanged will then be cancelled without reimbursement of the capital represented by such shares;

(b) for each Consideration Share issued, FRS will be entitled to receive one Amalco Share;

(c) each holder of BPEx Warrants, if applicable, will receive one FRS Replacement Warrant in exchange for each whole BPEx Warrant, on the same terms and conditions as the BPEx Warrants;

(d) each issued and outstanding Subco Share shall be cancelled and replaced by the issuance of one Amalco Share; and

(e) FRS shall become the registered holder of all Amalco Shares and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, and Amalco will become a wholly-owned subsidiary of FRS.

2.5 Certificates

On the Effective Date, certificates evidencing BPEx Shares, BPEx Warrants and Subco Shares shall cease to represent any claim upon or interest in BPEx or Subco, respectively, other than the right of the holder to receive the consideration provided for in this Agreement.

2.6 Dissenting Shareholders

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

2.7 Treatment of Restricted Securities under the U.S. Securities Act

The FRS Shares issued in connection with the Amalgamation to any former shareholder of BPEx who is a “US Person” as defined in Rule 902(k) of Regulation S of the United States Securities Act of 1933, as amended, will be “restricted securities” within the meaning of Rule 144 of the U.S. Securities Act. Each certificate representing the FRS Shares issued to such shareholder will bear a legend in substantially the form that follows:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”) OR UNDER ANY STATE SECURITIES LAWS AND ARE “RESTRICTED SECURITIES” AS THAT TERM

IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE HOLDER HEREOF, BY PURCHASING SUCH SECURITIES, AGREES FOR THE BENEFIT OF FARSTARCAP INVESTMENT CORP. (THE "ISSUER") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OF REGULATIONS UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE UNITED STATES STATE LAWS AND REGULATIONS AND APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES OR "BLUE SKY" LAWS; (D) IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS, OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE "GOOD DELIVERY" IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA.

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF BPEx

For purposes of this Article 3, all references to "BPEx" will include each of the BPEx Subsidiaries, as applicable. Except as otherwise indicated, BPEx represents and warrants to FRS and Subco as at the date of this Agreement and as at the Effective Date, and acknowledges that FRS and Subco are relying on these representations and warranties in entering into this Agreement and completing the transactions contemplated herein, as follows:

3.1 Corporate Status and Authority

(b) Execution and Binding Obligation: This Agreement has been validly executed and delivered by it and constitutes legal, valid and binding obligations enforceable against it in accordance with the terms thereof.

(c) Amendments to Constating Documents: It has not made any amendments to its Constating Documents other than as set out in its minute books and as disclosed to FRS.

(d) Corporate Records: Its corporate records and minute books accurately reflect all material proceedings of its directors and shareholders and include copies of all existing by-laws, shareholder agreements, shareholder and director registers, transfer registers and any other corporate registers required to be maintained by it, as applicable. All meetings of shareholders and directors were duly called and held and all resolutions, whether passed at meetings, or in writing, are valid and effective in all cases.

(e) Non-Reporting: At the date hereof, it is not a "reporting issuer" in any jurisdiction.

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(f) Full Disclosure: This Agreement does not:

(i) contain any untrue statement in respect of BPEx, the affairs, operations or condition of BPEx, its Assets or its Business, or
(ii) omit any statement of a material fact necessary in order to make the statements in respect of BPEx, the affairs, operations or condition of BPEx, its Assets or its Business contained herein or therein not misleading in any material respect.

(g) No Knowledge of Adverse Facts: There is no fact known to BPEx which materially and adversely affects the affairs, operations or condition of BPEx, its Assets and its Business which has not been disclosed to FRS or set forth in this Agreement or in any ancillary agreement.

3.2 Share Capital

(a) Share Capital: Its authorized and issued share capital consists of an unlimited number of BPEx Shares, of which 33,972,674 BPEx Shares are issued and outstanding as of the date thereof. All of the issued and outstanding shares in its capital have been validly issued and are outstanding as fully paid and non-assessable shares and have been offered, issued, sold and delivered in compliance with all applicable laws.
(b) BPEx Financing: BPEx will be undertaking the distribution of BPEx Subscription Receipts to raise funds for facilitating Exchange approval of the QT (the "BPEx Financing") in conjunction with Closing.
(c) Right to Acquire Shares: Other than the BPEx Contingent Share Issuance Obligation and any BPEx Warrants and BPEx Finders Warrants, immediately before the Amalgamation, as disclosed by BPEx to FRS in writing, there will be no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations to issue, sell or acquire any of its securities or securities or obligations of any kind convertible into or exchangeable for any of its securities. In addition, at the Effective Date, it will not have any outstanding share appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments whose value is based upon the share price, book value, income or any other attribute.

3.3 Assets

(a) Ownership: Except as would otherwise constitute a Material Adverse Effect, it has good and marketable title to all of its Assets, free and clear of all Encumbrances.
(b) Sufficiency of Assets: Its Business is the only business operation carried on by it and, except as would not have a Material Adverse Effect, its Assets include all rights and property reasonably necessary to the conduct of its Business after the Closing, substantially in the same manner as its Business was conducted prior to the Closing.
(c) No Options, etc.: No Person has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such, for the purchase, acquisition or gaining control from it of any material Assets other than in the ordinary course of business.
(d) Subsidiaries: It does not own, directly or indirectly, any securities or equity interests in any corporation, other than the BPEx Subsidiaries.

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(e) Good Standing: All agreements relating to its Assets are in good standing and no party is in default thereunder.

(f) No Judgments, etc.: There is no actual, threatened or, contemplated claim or challenge, including without limitation any claim or challenge being asserted by any Person or group, relating to the Assets or Business, nor to the best of its information, knowledge and belief is there any basis therefor, and there is not presently outstanding any judgment, decree, injunction, rule or order of any court, governmental authority or arbitrator respecting its Assets or Business.

(g) No Notices: It has not received any notice of, whether written or oral, or communication relating to, any actual or alleged breach of or actual or potential liability pursuant to any applicable laws, including without limitation any applicable environmental laws, and there are no outstanding or, to BPEx’s knowledge, threatened claims, work orders or actions required to be taken relating to environmental matters respecting the BPEx Mineral Property Interests or any operations carried out thereon.

(h) Title: The underlying ownership of and title to the Cosuno property is accurately described in the BPEx Title Opinion, and is free and clear of any and all Encumbrances except for those disclosed to FRS in writing.

(i) Validity: Each mineral right, claim or authorization underlying or comprising the BPEx Mineral Property Interests: (A) is valid and in good standing; (B) is in full force and effect and in good standing and no event, condition and/or occurrence exists that, after notice or lapse of time or both, would constitute a default thereunder; and (C) has been recorded in compliance with applicable Laws; and BPEx has not received, or is aware of any Person who has received, any written notice from any governmental authority of any default under, or of any revocation or intention to revoke, any of the mineral rights, claims or authorizations comprising the BPEx Mineral Property Interests.

(j) Good Mining Practise: BPEx has conducted and is conducting its Business in accordance with Good Mining Practices and in compliance in all material respects with Laws, and, in particular, all applicable licensing and environmental legislation, regulations or by-laws or other lawful requirements of any governmental authority applicable to BPEx, and none of such licences, registrations or qualifications contains any burdensome term, provision, condition or limitation which has or is likely to have a Material Adverse Effect on BPEx. All filings required in order to maintain its mineral rights in good standing have been properly and timely recorded or filed with the appropriate Governmental Authorities.

(k) Fees: All material fees, contributions, duties, canons, land or other assessments imposed, levied or charged upon or against the BPEx Mineral Property Interests have been filed and paid in full and are current.

(l) Technical Report: The scientific and technical information included in the BPEx Technical Report will be prepared in all material respects in accordance with NI 43-101.

3.4 Business Operations

(a) Bankruptcy: BPEx is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become insolvent as a result of the Amalgamation or any of the transactions contemplated herein. No actions have been taken or authorized by it or by any other Person to initiate proceedings for or in respect of its bankruptcy, insolvency, liquidation, dissolution or winding-up of BPEx.

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(b) Compliance with Laws: Except as otherwise expressly disclosed herein, in all material respects, to the best of its knowledge and belief, it is operating and using its Assets and conducting its Business, and has operated and used its Assets and conducted its Business, in material compliance with all applicable laws, by-laws, rules and regulations of each jurisdiction in which its Assets are located or in which it conducts or has conducted its Business, as the case may be.

(c) Adverse Effect: It has not experienced any occurrence or event which has had, or would reasonably be expected to have, a Material Adverse Effect.

(d) Conduct of Business in Ordinary Course: Since its date of incorporation, its Business has been carried on in the ordinary course. Without limiting the generality of the foregoing, it has not since such date:

(i) removed any auditor or director or terminated any officer or other senior employee;
(ii) written off as uncollectible any accounts receivable which individually or in the aggregate is material to it or in excess of $50,000;
(iii) suffered any material loss;
(iv) suffered any material shortage or any cessation or interruption of inventory shipments, supplies or ordinary services;
(v) cancelled or waived any material claims or rights;
(vi) compromised or settled any pending or threatened litigation, proceeding or other governmental action relating to its Assets or its Business;
(vii) authorized, agreed or otherwise committed, whether or not in writing, to do any of the foregoing; or
(viii) made or agreed to make any change in any method of accounting or auditing practice.

(e) Liabilities: BPEx does not have any debts or liabilities that would have a Material Adverse Effect on its business, operations, or condition (financial or otherwise), except:

(i) liabilities as will be reflected in or provided for in the BPEx Financials;
(ii) other liabilities disclosed in this Agreement; and
(iii) liabilities incurred in the normal course of business from the date hereof until the Effective Date.

(f) Guarantees/Indemnities: It has not guaranteed or indemnified, or agreed to guarantee or indemnify, or agreed to any other like commitment, in respect of any debt, liability or other obligation of any Person.

(g) Loans and Credit Facilities: Other than as disclosed herein, it has not entered into, or otherwise arranged for, any loans, operating lines of credit or other credit facilities, has no outstanding bonds, debentures, mortgages, notes or other similar indebtedness, and is not obligated to create or issue any bonds, debentures, mortgages, notes or other similar indebtedness.

3.5 Tax Matters

(a) Filings: It has duly filed or is in the process of preparing all tax returns required to be filed on or before the date of this Agreement.

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(b) Payment: To its knowledge, except as would not have a Material Adverse Effect on its business, operations or condition (financial or otherwise), it has correctly calculated all taxes and paid in full all such amounts (including but not limited to sales, capital, use and consumption taxes and taxes measured on income and all instalments of taxes) owing to all federal, provincial, state and municipal taxation authorities due and payable.

(c) Extensions: There are no agreements, waivers or other arrangements with any taxation authority providing for an extension of time with respect to the filing of any return, election or designation by, or any payment of any amount by or governmental charge with respect to it or the issuance of any assessment or reassessment.

(d) Adverse Proceedings: Except as would not have a Material Adverse Effect on the business, operations or condition (financial or otherwise) of BPEx, there are no actions, suits, proceedings, investigations or claims by any governmental authority pending or threatened against it relating to taxes, governmental charges or assessments.

(e) Deductions/Remittances: It has withheld and remitted all amounts and paid all employer contributions required to be withheld or paid by it under applicable laws (including without limitation income tax amounts, workers' compensation payments, employment insurance premiums, benefit plan premiums and pension plan contributions) and has paid those amounts (including any penalties or interest due thereon to the appropriate authority on a timely basis and in the form required under the appropriate legislation).

3.6 Employee Matters

(a) Options: There are no options or other rights, agreements, arrangements, commitments or obligations to issue any BPEx securities or securities or obligations of any kind to any of its employees, consultants or contractors, which are convertible into or exchangeable for any securities of BPEx.

(b) Benefit Plans: It does not now have, nor has ever had, any benefits plans or pension plan for any of its employees.

3.7 Litigation and Claims

(a) No Actions: There are no actions, suits, inquiries or proceedings outstanding or, to the knowledge of BPEx, are contemplated or threatened to which BPEx is a party or to which the property of BPEx is subject, that would result individually or in the aggregate in any Material Adverse Effect in the business operations, business, condition (financial or otherwise) of BPEx.

3.8 Contracts and Commitments

(a) BPEx Material Contracts: FRS has been provided with or granted access to complete and accurate copies of all material contracts, warranties, agreements, leases, licenses, commitments, instruments or other dealings of a binding nature (whether written or otherwise) (collectively called “BPEx Material Contracts”) to which BPEx is a party or has or may have obligations arising thereunder.

(b) No Default: Except as disclosed herein, to its knowledge upon due inquiry, it is not in breach of or default under any of the terms of the BPEx Material Contracts in any material respect and there is no breach of or default under any of the terms of such BPEx Material Contracts by any other party

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thereto, and each of the BPEx Material Contracts is in good standing in all material respects and in full force and effect without amendment thereto.

3.9 Effect of this Transaction

(a) No Adverse Implications: The execution and delivery of this Agreement and the completion and performance of the transactions hereunder by it will not result in:

(i) a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any right of termination, amendment, acceleration or cancellation of or under:

(A) its Constating Documents or any resolution of its directors or shareholders;
(B) any applicable law, regulation, order, judgment or decree;
(C) any agreement, arrangement or understanding to which it is a party or by which it or its Assets are bound or affected that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on BPEx; or

(ii) the imposition of any Encumbrance upon any of its Assets that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on BPEx.

(b) Approvals: There are no authorizations, approvals, consents, orders, orders in council, legislation, regulations, or any other action of any Person or governmental body or administrative agency that may be required by it in connection with the execution, delivery or performance of this Agreement or the transactions contemplated herein.

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF FRS

4.1 Representations and Warranties of FRS

Except as otherwise indicated, FRS represents and warrants to BPEx as at the date of this Agreement and as at the Effective Date, and acknowledges that BPEx is relying on these representations and warranties in entering into this Agreement and completing the transactions contemplated herein, as follows:

(a) Organization and Qualification: It is a corporation validly incorporated and existing in good standing under the laws of its jurisdiction of organization and has all requisite corporate power and authority to own or lease its properties and assets and to carry on its business as now conducted. It is qualified to do business and is in good standing in every jurisdiction in which a failure to so qualify would have a Material Adverse Effect. True and complete copies of its Constating Documents have been furnished to BPEx.
(b) Execution and Binding Obligation: This Agreement has been validly executed and delivered by it and constitute legal, valid and binding obligations enforceable against it in accordance with their terms.
(c) Share Capital: Its authorized and issued share capital consists of an unlimited number of FRS Shares, of which: (i) 6,710,001 FRS Shares, (ii) nil FRS Options, and (iv) nil FRS Warrants are outstanding as of the date thereof. All of the issued and outstanding shares in its capital have been validly issued and are outstanding as fully paid and non-assessable shares and have been offered, issued, sold and delivered in compliance with all applicable laws.

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(d) Right to Acquire Shares: There are no options, warrants, conversion privileges, calls or other rights, agreements, arrangements, commitments or obligations to issue, sell or acquire any of its securities, or securities or obligations of any kind convertible into or exchangeable for any of its securities. In addition, at the Effective Date, it will not have any outstanding share appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments whose value is based upon the share price, book value, income or any other attribute.

(e) Fully Paid Shares: Upon completion of the transactions contemplated hereby, the Consideration Shares will have been duly and validly issued as fully paid and non-assessable FRS Shares.

(f) Bankruptcy: FRS is not an insolvent person within the meaning of the Bankruptcy and Insolvency Act (Canada) and will not become insolvent as a result of the Amalgamation or any of the transactions contemplated herein. No actions have been taken or authorized by any Person to initiate proceedings for or in respect of the bankruptcy, insolvency, liquidation, dissolution or winding up of FRS.

(g) No Adverse Implications: The execution and delivery of this Agreement and the completion and performance of the transactions hereunder will not result in:

(i) a violation or breach of any provision of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of or under,

(A) the Constating Documents of FRS or any resolution of its directors or shareholders,

(B) any applicable law, regulation, order, judgment or decree (subject to obtaining the authorizations, consents and approvals that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on FRS),

(C) any agreement, arrangement or understanding to which FRS is a party or by which FRS or its assets are bound or affected that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on FRS, or

(ii) the imposition of any Encumbrance upon any of the assets of FRS that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect on FRS.

(h) Adverse Effect: Other than as has been publicly disclosed at the date hereof, there has been no change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of FRS that would reasonably be expected to have a Material Adverse Effect on FRS.

(i) Reporting Issuer Status: FRS is a reporting issuer in good standing under the securities laws of British Columbia and Alberta; and is in good standing with respect to the rules, regulations, prescribed forms, orders, rulings, and the policy statements and national instruments issued by the securities commissions or other applicable securities regulatory authorities in such jurisdictions (the "Canadian Securities Laws").

(j) Disclosure Record: The disclosure set out in all filings by FRS on SEDAR+ (the "Disclosure Record") is true, correct and complete and does not contain any misrepresentation (as such term is defined in the Securities Act (British Columbia)) as of the date of such statements, and the Issuer has not filed any confidential material change reports as of the date of this Agreement.

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(k) Financial Statements: The financial statements of FRS contained in the Disclosure Record have all been prepared in accordance with IFRS, and accurately reflect the financial position and all material liabilities (accrued, absolute, contingent or otherwise) of FRS as of the dates thereof.

(l) Compliance with Canadian Securities Laws:

(i) Consideration Shares: The Consideration Shares, when issued, will be issued in compliance with all requirements of the Canadian Securities Laws as applicable. The Consideration Shares will not be subject to any resale restrictions in Canada other than those imposed by applicable Canadian Securities Laws and Exchange policies. Other than as contemplated in this Agreement, no other consent, approval, authorization of any court or regulatory body in Canada is required for the consummation of the transactions contemplated by this Agreement.

(ii) Continuous Disclosure: FRS is in compliance with its timely and continuous disclosure obligations under applicable securities laws.

(m) Compliance with Other Laws: Except as otherwise expressly disclosed herein, in all material respects, to the best of its knowledge and belief, FRS has conducted and is conducting its business in compliance in all material respects with all applicable laws, by-laws, rules and regulations of each jurisdiction in which its business is carried on.

(n) No Actions: There are no actions, suits, inquiries or proceedings outstanding or, to the knowledge of FRS, are contemplated or threatened to which FRS is a party or to which the property of FRS is subject, that would result individually or in the aggregate in any Material Adverse Effect in the business operations, business, condition (financial or otherwise) of FRS.

(o) Liabilities: FRS does not have any debts or liabilities that would have a Material Adverse Effect on the business, operations, or condition (financial or otherwise) of FRS, except:

(i) liabilities reflected in or provided for in the most recent financial statements disclosed publicly;

(ii) other liabilities disclosed in this Agreement; and

(iii) liabilities incurred in the normal course of business from the date of the most recent financial statements publicly disclosed until the Effective Date.

(p) Employee Matters: FRS does not now have, nor has ever had, any benefits plans or pension plans for any of its employees.

(q) Corporate Records: The corporate records and minute books of FRS accurately reflect all material proceedings of its directors and shareholders and include copies of, all existing by-laws, up-to-date and accurate director registers, transfer registers and any other corporate registers required to be maintained by it, as applicable. All meetings of shareholders and directors were duly called and held and all resolutions, whether passed at meetings, or in writing, are valid and effective in all cases.

(r) Guarantees/Indemnities: FRS has not guaranteed or indemnified, or agreed to guarantee or indemnify, or agreed to any other like commitment, in respect of any debt, liability or other obligation of any Person.

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(s) Tax Matters:

(i) Filings: FRS has duly filed all tax returns required to be filed on or before the date of this Agreement.

(ii) Payment: To the knowledge of FRS, except as would not have a Material Adverse Effect on its business, operations or condition (financial or otherwise), FRS has correctly calculated all taxes and paid in full, or otherwise accrued in the most recent FRS financial statements, all such amounts (including but not limited to sales, capital, use and consumption taxes and taxes measured on income and all instalments of taxes) owing to all federal, provincial, state and municipal taxation authorities due and payable.

(iii) Adverse Proceedings: Except as would not have a Material Adverse Effect on its business, operations or condition (financial or otherwise), there are no actions, suits, proceedings, investigations or claims by any governmental authority pending or threatened against it relating to taxes, governmental charges or assessments.

(iv) Deductions/Remittances: FRS has withheld and remitted all amounts and paid all employer contributions required to be withheld or paid by it under applicable laws (including without limitation income tax amounts, workers’ compensation payments, employment insurance premiums, benefit plan premiums and pension plan contributions) and has paid those amounts (including any penalties or interest due thereon to the appropriate authority on a timely basis and in the form required under the appropriate legislation).

(t) Full Disclosure: This Agreement does not:

(i) contain any untrue statement of a material fact in respect of FRS, the affairs, operations or condition of FRS, its assets or its business; or

(ii) omit any statement of a material fact necessary in order to make the statements in respect of FRS, the affairs, operations or condition of FRS, its assets or its business contained herein or therein not misleading in any material respect.

(u) No Knowledge of Adverse Facts. There is no fact known to FRS which materially and adversely affects the affairs, operations or condition of FRS, its assets and its business which has not been disclosed to BPEx or set forth in this Agreement or in any ancillary agreement.

(v) Approvals: All consents, approvals, permits, authorizations or filings as may be required to be made or obtained by FRS under applicable Canadian Securities Laws necessary for the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will be made or obtained prior to the Effective Date.

(w) CPC: FRS is a capital pool company as defined under Exchange Policy 2.4, and has operated in compliance with such policy since its listing on the Exchange.

(x) Subco:

(i) Organization and Qualification: Subco is a corporation validly incorporated and existing in good standing under the laws of its jurisdiction of organization. True and complete copies of its Constating Documents have been furnished to BPEx.

(ii) Execution and Binding Obligation: This Agreement has been validly executed and delivered by Subco and constitute legal, valid and binding obligations enforceable against Subco in accordance with their terms.

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(iii) Assets and Liabilities: Subco has never had any material assets and has no liabilities, contingent or otherwise, except as may be agreed to in writing by BPEx prior to the Effective Date.

(iv) Wholly Owned: All of the issued shares of Subco are held by FRS and no other person has any interest in or right to acquire any shares of Subco.

ARTICLE 5 - COVENANTS OF BPEx

BPEx covenants and agrees with FRS as follows:

5.1 Compliance with Conditions

BPEx shall take all such reasonable actions as are within its power to control, and use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure timely compliance with all of the conditions set forth in Sections 7.1 and 7.2 in order to complete this transaction.

5.2 Certain Covenants

BPEx covenants and agrees with Subco and FRS that it will:

(a) use its commercially reasonable best efforts to obtain the approval of the BPEx Shareholders to the Amalgamation and this Agreement in accordance with the BCBCA; and

(b) subject to the approval of the shareholders of each of BPEx and Subco being obtained for the completion of the Amalgamation, thereafter jointly with Subco file with the British Columbia Registrar of Companies the Amalgamation Application, Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

5.3 Conduct of BPEx

Until the Effective Date:

(a) Conduct Business in the Ordinary Course: Except as contemplated hereby, BPEx shall conduct its Business in the ordinary and normal course of business consistent with past practice.

(b) Preserve Goodwill: BPEx shall preserve intact the Assets and Business and promote and preserve the goodwill of others having business relations with it.

(c) Certain Actions Prohibited. Other than as required to give effect to the transactions contemplated by this Agreement, BPEx shall not, without the prior written consent of FRS, which shall not be unreasonably withheld, directly or indirectly do or agree to do, any of the following:

(i) other than as contemplated hereunder, issue, sell, grant, pledge, dispose of, encumber or create any Encumbrance on any BPEx Shares, or any options, warrants, conversion privileges or rights of any kind to acquire any shares of BPEx;

(ii) other than pursuant to obligations or rights under existing contracts, agreements and commitments (to the extent such rights have been exercised or initiated by other persons) or as required in the ordinary and regular course of business, sell, lease, encumber or otherwise dispose of any material property or assets;

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(iii) amend or propose to amend any of its Constating Documents except as necessary to permit the completion of the Amalgamation;

(iv) other than as contemplated hereunder, reduce its stated capital, or split, combine or reclassify any of the BPEx Shares or declare, set aside or pay any dividend or other distribution payable in cash, securities, property or otherwise with respect to the BPEx Shares;

(v) other than as contemplated hereunder, redeem, purchase or offer to purchase any BPEx Shares and any options or obligations or rights under existing contracts, agreements and commitments;

(vi) other than as contemplated hereunder, adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation;

(vii) (A) satisfy or settle any claims or disputes, except such as will be included in the BPEx Financials and (B) relinquish any contractual rights that are, individually or in the aggregate in an amount in excess of $50,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes;

(viii) (A) acquire any material assets, (B) incur any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other individual or entity, or make any loans or advances, in each case in or for a material amount, (C) authorize, recommend or propose any release or relinquishment of any material contractual right, (D) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract, production sharing agreement, government land concession or other material document, or (E) enter into any agreements with its directors or officers or their respective affiliates;

(ix) enter into material new commitments of a capital expenditure nature or incur any new material contingent liabilities other than: (A) ordinary course expenditures, (B) expenditures required by law; (C) expenditures made in connection with transactions contemplated in this Agreement, and (D) capital expenditures required to prevent the occurrence of a Material Adverse Effect;

(x) create any new obligations or liabilities or modify or in any manner amend any existing obligations and liabilities to pay any amount, including loan amounts, to its or their officers, directors, employees and consultants, (other than for amounts loaned to finance the QT closing), salary, bonuses under its or their existing bonus arrangements, and directors' fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities or arising in the ordinary and normal course of business;

(xi) adopt or amend or make any contribution to any bonus, profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except if it is necessary to comply with the law or with respect to existing provisions of any such plans, programs, arrangements or agreements;

(xii) take actions that could reasonably be expected to be prejudicial to FRS's interest in the Business, Assets or property of BPEx following the closing of the Amalgamation;

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(xiii) enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary, increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of BPEx; and

(xiv) take any action, or refrain from taking any action, or permit any action to be taken or not taken, inconsistent with the provisions of this Agreement or which 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 BPEx in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Date if then made, or which would or could have a Material Adverse Effect on BPEx.

(d) Certain Actions: BPEx shall:

(i) promptly notify FRS of: (A) any Material Adverse Effect or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Effect in respect of the Business, or Assets or in the conduct of the Business of BPEx; (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 BPEx 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 BPEx contained in this Agreement, if made on the date of such event or the Effective Date, to be untrue or inaccurate in any material respect;

(ii) make, or cooperate as necessary in the making of, all necessary filings and applications under all applicable laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such laws;

(iii) use commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of BPEx contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date;

(iv) continue to make available and cause to be made available to FRS and the agents and advisors thereto all documents, agreement and corporate records as may be necessary to enable FRS to effect a thorough examination of BPEx and its Business, Assets, properties, and financial status thereof, and shall cooperate with FRS in securing access for FRS to any documents, agreements, corporate records or minute books not in the possession or under the control of BPEx. Subject to applicable laws, upon reasonable notice, until the Effective Date, BPEx shall afford officers, employees, counsel, accountants and other authorized representatives and advisors of FRS reasonable access, during normal business hours, to the properties, operations, books, contracts and records, as well as to the management personnel of BPEx, and during such period BPEx shall furnish promptly to FRS all information concerning the Business, Assets, properties and personnel of BPEx as FRS may reasonably request; and

(v) use commercially reasonable efforts to provide any required documents, including but not limited to personal information forms for the New Slate and any other insiders in a timely manner, as may be required to obtain Exchange approval; and

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(vi) use commercially reasonable efforts to provide disclosure or assist FRS in providing disclosure of information relating to BPEx and the Resulting Issuer in the filing statement as required by the Exchange.

5.4 Notice of Untrue Representation or Warranty

BPEx shall promptly notify FRS in writing upon any representation or warranty made by it contained in this Agreement becoming untrue prior to the Effective Date. Any such notification shall set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by BPEx with respect to such developments.

ARTICLE 6 - COVENANTS OF FRS

FRS covenants and agrees with BPEx as follows:

6.1 Compliance with Conditions

FRS shall take all such reasonable actions as are within its power to control, and use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure timely compliance with all of the conditions set forth in Sections 7.1 and 7.3 in order to complete this transaction.

6.2 Consents

FRS will: (i) sign a resolution as sole shareholder of Subco in favour of the approval of the Amalgamation and this Agreement in accordance with the BCBCA; (ii) use commercially reasonable efforts to obtain all necessary approvals and all approvals considered necessary or advisable, on terms acceptable to FRS acting reasonably, in respect of the transactions and other matters contemplated in this Agreement, including the approval of the Exchange and any other applicable regulatory bodies.

6.3 Conduct of FRS

Until the Effective Date:

(a) Conduct Business in the Ordinary Course: Except as contemplated hereby, FRS shall conduct its activities in the ordinary and normal course of business, consistent with past practice.

(b) Preserve Goodwill: FRS shall preserve intact its assets and business and promote and preserve the goodwill of employees and others having business relations with it.

(c) Certain Actions Prohibited. Other than as required to give effect to the transactions contemplated by this Agreement, FRS shall not, without the prior written consent of BPEx, which shall not be unreasonably withheld, directly or indirectly do or agree to do, any of the following:

(i) other than as contemplated hereunder (which for further certainty includes the issuance of any FRS Shares pursuant to Section 6.3(d)(v) thereof), issue, sell, grant, pledge, lease, dispose of, encumber or create any Encumbrance on any common shares in the capital of FRS, or any options, warrants, conversion privileges or rights of any kind to acquire any common shares of FRS;

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(iii) other than as contemplated hereunder, reduce its stated capital, or split, combine or reclassify any of the common shares in the capital of FRS or declare, set aside or pay any dividend or other distribution payable in cash, securities, property or otherwise with respect to such common shares;

(iv) other than as contemplated hereunder, redeem, purchase or offer to purchase, any common shares in the capital of FRS and any options or obligations or rights under existing contracts, agreements and commitments;

(v) other than as contemplated hereunder, adopt resolutions or enter into any agreement providing for the amalgamation, merger, consolidation, reorganization, liquidation, dissolution or any other extraordinary transaction in respect of itself, or adopt any plan of liquidation;

(vi) (A) satisfy or settle any claims or disputes, except such as have been included in FRS's financial statements and (B) relinquish any contractual rights that are, individually or in the aggregate in an amount in excess of $50,000; or (C) enter into any interest rate, currency or commodity swaps, hedges, caps, collars, forward sales or other similar financial instruments other than in the ordinary and regular course of business and not for speculative purposes;

(vii) (A) acquire any material assets; (B) incur any indebtedness for borrowed money or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise as an accommodation become responsible for, the obligations of any other individual or entity, or make any loans or advances, in each case in or for a material amount; (C) authorize, recommend or propose any release or relinquishment of any material contractual right; (D) waive, release, grant or transfer any material rights of value or modify or change in any material respect any existing material license, lease, contract, production sharing agreement, government land concession or other material document; (E) enter into or terminate any hedges, swaps or other similar financial instruments or transactions; or (F) enter into any agreements with its directors or officers or their respective affiliates;

(viii) enter into material new commitments of a capital expenditure nature or incur any new material contingent liabilities other than: (A) ordinary course expenditures; (B) expenditures required by law; (C) expenditures made in connection with transactions contemplated in this Agreement; and (D) capital expenditures required to prevent the occurrence of a Material Adverse Effect;

(ix) create any new obligations or liabilities or modify or in any manner amend any existing obligations and liabilities to pay any amount, including loan amounts, to its or their officers, directors, employees and consultants, other than for salary, bonuses under its or their existing bonus arrangements, and directors' fees in the ordinary course, in each case in amounts consistent with historic practices and obligations or liabilities or arising in the ordinary and normal course of business;

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(x) adopt or amend or make any contribution to any bonus, profit sharing, option, deferred compensation, insurance, incentive compensation, other compensation or other similar plan, agreement, trust, fund or arrangements for the benefit of employees, except if it is necessary to comply with the law or with respect to existing provisions of any such plans, programs, arrangements or agreements;

(xi) take actions that could reasonably be expected to be prejudicial to the interest of the BPEx shareholders in the affairs or property of FRS following the closing of the Amalgamation;

(xii) enter into or modify any employment, consulting, severance, collective bargaining or similar agreement, policy or arrangement with, or grant any bonus, salary, increase, option to purchase shares, pension or supplemental pension benefit, profit sharing, retirement allowance, deferred compensation, incentive compensation, severance, change of control or termination pay to, or make any loan to, any officer, director, employee or consultant of FRS;

(xiii) take any action, or refrain from taking any action, or permit any action to be take or not taken, inconsistent with the provisions of this Agreement or which 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 FRS in this Agreement untrue or inaccurate in any material respect at any time prior to the Effective Date if then made, or which would or could have a Material Adverse Effect on FRS;

(xiv) settle or compromise any material claim brought by any present, former or purported holder of any securities of FRS in connection with the transactions contemplated by this Agreement prior to the Effective Date; and

(xv) enter into, renew or modify in any respect any material contract, agreement, lease, commitment or arrangement to which FRS is a party or by which it is bound, except insofar as may be necessary to permit or provide for the completion of the Amalgamation.

(d) Certain Actions: FRS shall:

(i) promptly notify BPEx of: (A) any Material Adverse Effect or any change, event, occurrence or state of facts that could reasonably be expected to become a Material Adverse Effect in respect of its business or assets or in the conduct of the business of FRS; (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 FRS 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 FRS contained in this Agreement, if made on the date of such event or the Effective Date, to be untrue or inaccurate in any material respect;

(ii) make, or cooperate as necessary in the making of, all necessary filings and applications under Exchange policies and all applicable laws required in connection with the transactions contemplated hereby and take all reasonable action necessary to be in compliance with such laws;

(iii) use its commercially reasonable efforts to conduct its affairs so that all of the representations and warranties of FRS contained herein shall be true and correct on and as of the Effective Date as if made on and as of such date;

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(iv) continue to make available and cause to be made available to BPEx and the agents and advisors thereto all documents, agreements, corporate records and minute books as may be necessary to enable BPEx to effect a thorough examination of FRS and its business, assets, properties, and financial status thereof, and shall cooperate with BPEx in securing access for BPEx to any documents, agreements, corporate records or minute books not in the possession or under the control of FRS. Subject to applicable laws, upon reasonable notice, until the Effective Date, FRS shall afford officers, employees, counsel, accountants and other authorized representatives and advisors of BPEx reasonable access, during normal business hours, to the properties, operations, books, contracts and records, as well as to the management personnel of FRS and during such period, FRS shall furnish promptly to BPEx all information concerning its business, assets, properties and personnel of FRS as BPEx may reasonably request; and

(v) use its commercially reasonable efforts to eliminate all of its current and long-term liabilities by paying the same in cash or issuing FRS Shares in settlement thereof.

6.4 Covenants of Subco

(a) Subco covenants and agrees with BPEx and FRS that it will not, from the date of execution hereof to the Effective Date, except with the prior written consent of BPEx and FRS, conduct any business or do any other thing that could prevent Subco from performing any of its obligations hereunder; and

(b) Subco further covenants and agrees with BPEx that it will:

(i) use its commercially reasonable best efforts to cause each of the conditions precedent set forth in Section 7.3 that are applicable in respect of Subco to be complied with; and

(ii) subject to the approval of the shareholders of each of BPEx and Subco being obtained for the completion of the Amalgamation, thereafter jointly with BPEx file with the British Columbia Registrar of Companies the Amalgamation Application, the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.

6.5 Execution of Election Forms

FRS shall review and execute any properly completed elections under the ITA provided to it by any BPEx shareholder in connection with the contemplated exchange of BPEx Shares for FRS Shares prior to completion of the Amalgamation, provided such election is received from any such BPEx shareholder by FRS within 160 days of completion of such exchange. FRS agrees that numeric amounts contained within any such elections shall be solely determined by the submitting BPEx shareholder. The completed election forms will be returned to the BPEx shareholder for filing with the Canada Revenue Agency. For greater certainty, FRS will not be required to prepare, substantively review or file these elections on behalf of any of the BPEx shareholders.

6.6 Issuance and Listing of FRS Securities pursuant to the Amalgamation

FRS shall take all corporate action necessary to reserve for issuance a sufficient number of FRS Shares to permit the issuance of the Consideration Shares on the Amalgamation and, before or upon the Amalgamation, shall so issue such Consideration Shares. FRS shall further take all corporate action necessary to obtain the approval of the Exchange to the listing of the Consideration Shares following the Amalgamation.

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6.7 Notice of Untrue Representation or Warranty

FRS shall promptly notify BPEx in writing upon any representation or warranty made by it contained in this Agreement becoming untrue prior to the Effective Date. Any such notification shall set out particulars of the untrue or incorrect representation or warranty and details of any actions being taken by FRS with respect to such developments.

ARTICLE 7 - CONDITIONS OF CLOSING

7.1 Mutual Conditions of Closing

The Closing is subject to the following mutual conditions to be complied with by the applicable party prior to the Effective Date or waived by mutual consent:

(a) each of the parties being satisfied as to the results of its due diligence investigations in respect of the other parties;

(b) all necessary regulatory approvals, including the approval of the Exchange, as applicable, shall have been obtained, including any approvals in connection with the issuance and distribution of the securities of FRS to be issued pursuant to the Amalgamation;

(c) this Agreement and the transactions contemplated hereby, including, in particular, the Amalgamation being approved by: (i) the board of directors of FRS; (ii) the board of directors of Subco; (iii) the board of directors of BPEx; (iv) the sole shareholder of Subco; and (v) the BPEx Shareholders, in accordance with the BCBCA;

(d) there shall not exist any prohibition at law against the completion of the Amalgamation;

(e) there shall not be in force any order or decree restraining or enjoining the consummation of the Amalgamation;

(f) closing of the BPEx Financing on terms mutually agreeable to FRS and BPEx;

(g) none of the consents, orders and approvals, including regulatory approvals, required or necessary or desirable for the completion of the transactions provided for in this Agreement shall contain terms or conditions or require undertakings or security deemed unsatisfactory or unacceptable by either of FRS or BPEx, acting reasonably; and

(h) dissent rights shall not have been exercised with respect to the Amalgamation by BPEx Shareholders which will in the aggregate represent 10% or more of the BPEx Shares outstanding on the record date for the BPEx Meeting.

The foregoing conditions are for the mutual benefit of the parties hereto and may be waived by mutual consent of the parties in writing at any time. If any such conditions have not been complied with or waived on or before the Effective Date, and in any event by no later than September 30, 2025, any party may terminate this Agreement, by written notice to the others, 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 rescinding party.

7.2 Conditions of Closing in Favour of FRS and Subco

The Closing is subject to the following conditions in favour of FRS to be complied with by the applicable party prior to the Effective Date or waived by FRS:

(a) the representations and warranties provided by BPEx qualified as to materiality shall be true and correct, and the representations and warranties not so qualified shall be true and correct in all material respects as of the date hereof and on the Effective Date as if made on the Effective Date, except where any failure or breach of a representation or warranty would not, individually or in the aggregate have a Material Adverse Effect on BPEx and FRS shall have received a certificate signed on behalf of BPEx by an executive officer thereof to such effect dated as of the Effective Date;

(b) each of the acts, covenants and undertakings of BPEx to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed;

(c) no Material Adverse Effect in the Business, Assets, affairs, financial condition or operations of BPEx shall have occurred prior to the Effective Date;

(d) no action, suit or proceeding shall have been taken before or by any governmental entity or by any private person (including, without limitation, any individual, corporation, firm, group or other entity or by any elected or appointed public official in Canada or elsewhere) against BPEx (whether or not purportedly on behalf of BPEx) that would, if successful, have a Material Adverse Effect on BPEx, in the sole discretion of FRS, acting reasonably;

(e) the board of directors of BPEx shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by BPEx, to permit the consummation of the Amalgamation;

(f) the holders of 9,500,000 BPEx Shares issued at a price of $0.005 per share (the “Founder’s Shares”) will cancel one-third of such Founders’ Shares; and the holders of 7,283,000 BPEx Shares issued at a price of $0.025 share (the “Seed Shares”) will cancel one-half of such Seed Shares;

(g) each cancelled Seed Share will be replaced with one BPEx Warrant exercisable at $0.10 for five years from the date of issue;

(h) BPEx will have made satisfactory arrangements for payment of all of its liabilities, including that: (A) $150,000 owing to a third party will be settled as to one-half ($75,000) immediately prior to Closing by the issuance of securities on the same terms as the BPEx Financing with the balance to be paid cash or securities on the same terms as the BPEx Financing, at the lender’s option; and (B) all loans made by BPEx Shareholders since the date of the Term Sheet until Closing will be settled either in cash from the BPEx Financing or post-Consolidation FRS Shares at the same price as the BPEx Financing (or any combination thereof) at the lender’s option;

(i) all consents and approvals under any agreements to which BPEx may be a party or bound which are required or necessary or desirable for the completion of the transactions contemplated hereunder shall have been obtained or received;

(j) BPEx providing to FRS a legal title opinion with respect to confirmation of current title and good standing of the Cosuno mineral property in form and substance reasonably satisfactory to FRS;

(k) an opinion of legal counsel of BPEx confirming the due incorporation and corporate standing in respect of BPEx, in each case in form and substance reasonably satisfactory to FRS;

(l) the BPEx Shareholders approving the Amalgamation Resolution and such other matters that may be reasonably required in order to give effect to the transactions contemplated herein; (it being

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26

understood that BPEx may seek approval of such items via written consent of all of the BPEx Shareholders); and

(m) current officers and/or employees of BPEx shall have duly waived any termination or change of control payments triggered upon completion of the Amalgamation.

The foregoing conditions are for the benefit of FRS and may be waived, in whole or in part, by FRS in writing at any time. If any of such conditions have not been complied with or waived by FRS on or before the Effective Date, and in any event by no later than September 30, 2025, FRS may terminate this Agreement by written notice to BPEx.

7.3 Conditions of Closing in Favour of BPEx

The Closing is subject to the following conditions in favour of BPEx to be complied with by the applicable party on or before the Effective Date or waived by BPEx:

(a) the representations and warranties provided by FRS and Subco qualified as to materiality shall be true and correct, and the representations and warranties not so qualified shall be true and correct in all material respects as of the date hereof and on the Effective Date as if made on the Effective Date, except where any failure or breach of a representation or warranty would not, individually or in the aggregate have a Material Adverse Effect on FRS or Subco, respectively, and BPEx shall have received certificates signed on behalf of FRS and Subco by an executive officer thereof to such effect dated as of the Effective Date;

(b) each of the acts and undertakings of FRS to be performed on or before the Effective Date pursuant to the terms of this Agreement shall have been duly performed by FRS, including that the FRS Consolidation will have been completed on the Effective Date;

(c) no Material Adverse Effect in the business, assets, affairs, financial condition or operations of FRS shall have occurred prior to the Effective Date;

(d) no action, suit or proceeding shall have been taken before or by any governmental entity or by any private person (including, without limitation, any individual, corporation, firm, group or other entity or by any elected or appointed public official in Canada or elsewhere against FRS (whether or not purportedly on behalf of FRS) that would, if successful, have a Material Adverse Effect on FRS, in the sole discretion of BPEx, acting reasonably;

(e) the board of directors of FRS shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by BPEx to approve (i) the consummation of the Amalgamation; (ii) the change of name of FRS to such name as may be specified by BPEx, (iii) the election of the New Slate, (iv) the FRS Consolidation, and (v) such other matters that may be reasonably required in order to give effect to the transactions contemplated herein;

(f) the $40,000 of liabilities advanced by certain directors of FRS as reflected in the most recently filed FRS financial statements, together with any other amounts advanced since then, will be settled for post-Consolidation FRS Shares on Closing, at the BPEx Financing price;

(g) an opinion of legal counsel of FRS confirming the due incorporation and corporate standing in respect of FRS, in each case in form and substance reasonably satisfactory to BPEx; and

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27

(h) current officers and/or employees of FRS shall have duly waived any termination or change of control payments triggered upon completion of the Amalgamation.

The foregoing conditions are for the benefit of BPEx and may be waived, in whole or in part, by BPEx in writing at any time. If any of such conditions have not been complied with or waived by BPEx on or before the Effective Date, and in any event by no later than September 30, 2025, BPEx may terminate this Agreement by written notice to FRS.

ARTICLE 8 - CLOSING AND POST-CLOSING ARRANGEMENTS

8.1 Closing

On the Effective Date, a closing (the “Closing”) shall take place at the Place of Closing, for the purpose of confirming the satisfaction or waiver of the conditions set forth in Article 7, and to complete the Amalgamation.

8.2 Delivery of Documents by BPEx

At or prior to the Closing, BPEx shall execute and deliver or caused to be executed and delivered to FRS:

(a) Directors’ Resolutions: A copy of the resolutions of the directors of BPEx approving the entering into of this Agreement, and authorizing the Amalgamation and all related transactions.

(b) Shareholders’ Resolution: A copy of the special resolution of the BPEx Shareholders approving this Agreement and transactions contemplated hereby.

(d) Books and Records: Original share and securities registers, share transfer ledgers, minute books, corporate seals (if any) and all other Books and Records of BPEx.

(e) Consents to Act: Consents from all individuals who will be acting as directors and officers of FRS with effect as of the Effective Date (the “New Slate”).

(f) Escrow Agreement: The Escrow Agreement duly executed by those new principals as required by Canadian Securities Laws and Exchange policies and as further agreed to by the new principals.

(g) Securities: Copies of any outstanding BPEx Warrants and BPEx Finder Warrants.

(h) Satisfaction of Conditions: Evidence of satisfaction of all conditions precedent set out in section 7.2.

(i) Other: Such other documents and instruments as FRS may reasonably request.

8.3 Delivery of Documents by FRS

At or prior to the Closing, FRS shall execute and deliver or shall cause to be executed and delivered to BPEx or as otherwise provided below:

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(a) Directors' Resolutions: A copy of the resolutions of the directors of FRS and Subco approving the entering into of this Agreement, and authorizing the Amalgamation and all related transactions, as applicable.

(b) Resignations: Written resignations and releases from each of the following directors and officers of FRS:

Neil R. MacRae	Director	Member of the Audit Committee
Mark Wright	Director	Member of the Audit Committee
Konstantine Tsakumis	Director	Chief Executive Officer, Member of the Audit Committee

in each case with effect from the Effective Date, in a form satisfactory to FRS and BPEx, both acting reasonably.

(d) Escrow Agreement: The Escrow Agreement executed by Computershare and FRS.

(e) Treasury Direction: Copies of treasury and other directions to Computershare to issue the Consideration Shares to the BPEx Shareholders.

(f) Consideration Shares: The Consideration Shares delivered to the BPEx Shareholders, or held pursuant to the Escrow Agreement, as applicable.

(g) Replacement Securities: Certificates representing FRS Replacement Warrants issued on Closing, registered in the names of or as directed by the holders of BPEx Warrants as provided for in Section 0 of this Agreement.

(h) Satisfaction of Conditions: Evidence of satisfaction of all conditions precedent set out in section 7.3.

(i) Other: Such other documents and instruments as BPEx may reasonably request.

ARTICLE 9 - GENERAL MATTERS

9.1 Amendment

This Agreement may be amended prior to or following its approval by the BPEx Shareholders, by written agreement of the parties hereto without, subject to applicable law, further notice to or authorization on the part of their respective shareholders, and any such amendment may, without limitation:

(a) change the time for performance of any of the obligations or acts of the parties hereto;

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

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

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(d) waive compliance with or modify any other conditions precedent contained herein,

provided that no such amendment shall change the provisions hereof regarding the consideration to be received by BPEx Shareholders upon the Amalgamation without their approval, given in the same manner as required for the approval of the Amalgamation.

9.2 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia and the laws of Canada applicable therein and the courts of British Columbia shall have exclusive jurisdiction over every dispute hereunder. Each of the parties hereto irrevocably attorns to the jurisdiction of the courts of British Columbia.

9.3 Entire Agreement

This Agreement, along with its schedules and exhibits, constitutes the entire agreement between the parties pertaining to the subject matter hereof and there are no oral statements, warranties, representations or other agreements between the parties in connection with the subject matter hereof except as specifically set forth or referred to herein.

9.4 Time of Essence

Time shall be of the essence of this Agreement.

9.5 Successors and Assigns

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

9.6 Assignment

None of the parties hereto may assign its interest in this Agreement without the written consent of the other parties hereto.

9.7 Public Notices

Except as specifically provided herein prior to the Closing, no press release or other announcement concerning this transaction shall be made by any party hereto without the prior approval of the others, such approval not to be unreasonably withheld, unless such disclosure shall be required to meet timely disclosure obligations of any party under applicable securities laws and stock exchange rules in circumstances where prior consultation with the other parties is not practicable.

9.8 Confidential Information

The information provided by each of BPEx, FRS and Subco, in any form whether written, electronic or verbal, as to its financial condition, business, properties, title, assets and affairs (including any material contracts) as may reasonably be requested by the other party will be kept confidential by each party (the "Confidential Information"), other than information that:

(a) has become generally available to the public;

(b) was available to a party or its representatives on a non-confidential basis before the date of this Agreement; or

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(c) has become available to a party or its representatives on a non-confidential basis from a person who is not, otherwise bound by confidentiality obligations to the provider of such information or otherwise prohibited from transmitting the information to the party or its representatives.

Confidential Information of a party may be released or disclosed by the other party to a third party with the prior written consent of the disclosing party, except to the extent that such disclosure may be necessary for observance of all applicable Laws or stock exchange requirements or for accomplishment of the purposes of this Agreement. A copy of all information disclosed by a party (whether or not requiring permission pursuant to this section) shall be given forthwith to the other parties. Each of the parties agree that immediately upon termination of this Agreement, each party will return to the other all Confidential Information.

9.9 Expenses

All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by FRS provided Closing occurs. If Closing does not occur, then (i) BPEx will be responsible for completing the BPEx Technical Report; its legal, accounting and audit costs, and all ongoing administrative and mineral property costs incurred on the BPEx Mineral Property Interests prior to termination of this Agreement; (ii) FRS will be responsible for its professional fees and all ongoing administrative costs incurred prior to termination of this Agreement; and (iii) BPEx and FRS will be jointly responsible for the Exchange filing fees. Notwithstanding the foregoing, in the event the transactions contemplated hereby do not close solely as a result of a material breach of a provision hereof by either BPEx or FRS (other than failure to raise the BPEx Financing, or Exchange refusal to approve the QT), the party responsible for such breach shall bear all reasonable costs incurred by the opposing party in connection with the transactions contemplated hereby.

9.10 Notice

Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be validly given if delivered personally, by courier, or by e-mail, as follows:

(a) if to FRS:

Suite 1100, 1199 West Hastings Street

Vancouver, British Columbia V6E 3T5

Attention: Mr. Tsakumis, CEO

E-mail: [email protected]

(b) if to BPEx:

Suite 2900 – 733 Seymour Street

Vancouver, British Columbia V6B 0S6

Attention: Mr. Tim Shearcroft

E-mail: [email protected]

Any notice delivered personally or by courier will be deemed to have been given and received at the time of delivery. Any notice delivered by e-mail, if sent during normal business hours, will be deemed to have been given at the time it was sent and otherwise, on the next day on which the recipient is open for business. Any party may give written notice of a change of address in the manner set out in this Section 9.10, in which event, notices shall thereafter be given to that party as provided in the notice of change of address.

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9.11 Further Assurances

Each of the parties hereto agrees promptly to do, make, execute, deliver or cause to be done, made, executed or delivered at his or its own expense all further acts, documents and things as any of the other parties hereto may reasonably require for the purpose of giving effect to this Agreement whether before or after the Closing.

9.12 Counterparts

This Agreement may be executed in any number of counterparts, each of which when delivered (including by electronic delivery) shall be deemed to be an original and all of which together shall constitute one and the same document.

IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the date first above written.

FARSTARCAP INVESTMENT CORP.

“Konstantine Tsakumis”

Name: Konstantine Tsakumis
Title: CEO

BP EXPLORATION CORP.

“Tim Shearcroft”

Name: Tim Shearcroft
Title: President, CEO & Director

1299840 B.C. LTD.

“Konstantine Tsakumis”

Name: Konstantine Tsakumis
Title: Director

Appendix A

To the Amalgamation Agreement dated April 29, 2025
among Farstarcap Investment Corp., 1299840 B.C. Ltd., and BP Exploration Corp.

Form of Amalgamation Application

[see attached]

Appendix B

To the Amalgamation Agreement dated April 29, 2025
among Farstarcap Investment Corp., 1299840 B.C. Ltd., and BP Exploration Corp.

Amalco Articles

ARTICLES

BPEx SUB CORP.

(the “Company”)

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INDEX

PART ARTICLE SUBJECT

INTERPRETATION
1.1 Definitions
1.2 Business Corporations Act and Interpretation Act Definitions Applicable
SHARES AND SHARE CERTIFICATES
2.1 Authorized Share Structure
2.2 Form of Share Certificate
2.3 Shareholder Entitled to Certificate or Acknowledgment
2.4 Delivery by Mail
2.5 Replacement of Worn Out or Defaced Certificate or Acknowledgment
2.6 Replacement of Lost, Stolen or Destroyed Certificate or Acknowledgment
2.7 Splitting Share Certificates
2.8 Certificate Fee
2.9 Recognition of Trusts
ISSUE OF SHARES
3.1 Directors Authorized
3.2 Commissions and Discounts
3.3 Brokerage
3.4 Conditions of Issue
3.5 Share Purchase Warrants and Rights
SHARE REGISTERS
4.1 Central Securities Register
4.2 Closing Register
SHARE TRANSFERS
5.1 Registering Transfers
5.2 Form of Instrument of Transfer
5.3 Transferor Remains Shareholder
5.4 Signing of Instrument of Transfer
5.5 Enquiry as to Title Not Required
5.6 Transfer Fee
TRANSMISSION OF SHARES
6.1 Legal Personal Representative Recognized On Death
6.2 Rights of Legal Personal Representative
PURCHASE OF SHARES
7.1 Company Authorized to Purchase Shares
7.2 Purchase When Insolvent
7.3 Sale and Voting of Purchased Shares

PART ARTICLE SUBJECT

8. BORROWING POWERS

8.1 Company Authorized to Borrow

9. ALTERATIONS

9.1 Alteration of Authorized Share Structure
9.2 Special Rights and Restrictions
9.3 Change of Name
9.4 Other Alterations

10. MEETINGS OF SHAREHOLDERS

10.1 Annual General Meetings
10.2 Consent Resolution Instead of Annual General Meeting
10.3 Calling of Meetings of Shareholders
10.4 Meetings by Telephone or Other Electronic Means
10.5 Notice for Meetings of Shareholders
10.6 Record Date for Notice
10.7 Record Date for Voting
10.8 Failure to Give Notice and Waiver of Notice
10.9 Notice of Special Business at Meetings of Shareholders
10.10 Notice of Special Business

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 Special Business
11.2 Special Majority
11.3 Quorum
11.4 One Shareholder May Constitute Quorum
11.5 Other Persons May Attend
11.6 Requirement of Quorum
11.7 Lack of Quorum
11.8 Lack of Quorum at Succeeding Meeting
11.9 Chair
11.10 Selection of Alternate Chair
11.11 Adjournments
11.12 Notice of Adjourned Meeting
11.13 Decisions by Show of Hands or Poll
11.14 Declaration of Result
11.15 Motion Need Not be Seconded
11.16 Casting Vote
11.17 Manner of Taking Poll
11.18 Demand for Poll on Adjournment
11.19 Chair must Resolve Dispute
11.20 Casting of Votes
11.21 Demand for Poll
11.22 Demand for Poll not to Prevent Continuance of Meeting
11.23 Retention of Ballots and Proxies

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PART ARTICLE SUBJECT

12. VOTES OF SHAREHOLDERS

12.1 Number of Votes by Shareholder or by Shares
12.2 Votes of Persons in Representative Capacity
12.3 Votes by Joint Holders
12.4 Legal Personal Representatives as Joint Shareholders
12.5 Representative of a Corporate Shareholder
12.6 Proxy Provisions do not Apply to all Companies
12.7 Appointment of Proxy Holders
12.8 Alternate Proxy Holders
12.9 Proxy Holder Need not be Shareholder
12.10 Deposit of Proxy
12.11 Validity of Proxy Vote
12.12 Form of Proxy
12.13 Revocation of Proxy
12.14 Revocation of Proxy Must be Signed
12.15 Production of Evidence of Authority to Vote

13. DIRECTORS

13.1 First Directors; Number of Directors
13.2 Change in Number of Directors
13.3 Directors' Acts Valid Despite Vacancy
13.4 Qualifications of Directors
13.5 Remuneration of Directors
13.6 Reimbursement of Expenses of Directors
13.7 Special Remuneration for Directors
13.8 Gratuity, Pension or Allowance on Retirement of Director

14. ELECTION AND REMOVAL OF DIRECTORS

14.1 Election at Annual General Meeting
14.2 Consent to be a Director
14.3 Failure to Elect or Appoint Directors
14.4 Places of Retiring Directors Not Filled
14.5 Directors May Fill Casual Vacancies
14.6 Remaining Directors Power to Act
14.7 Shareholders May Fill Vacancies
14.8 Additional Directors
14.9 Ceasing to be a Director
14.10 Removal of Director by Shareholders
14.11 Removal of Director by Directors
14.12 Nomination of Directors

15. ALTERNATE DIRECTORS

15.1 Appointment of Alternate Director
15.2 Notice of Meetings
15.3 Alternate for More Than One Director Attending Meetings
15.4 Consent Resolutions
15.5 Alternate Director Not an Agent

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15.6 Revocation of Appointment of Alternate Director
15.7 Ceasing to be an Alternate Director

PART ARTICLE SUBJECT
15.8 Remuneration and Expenses of Alternate Director

POWERS OF DUTIES OF DIRECTORS
16.1 Powers of Management
16.2 Appointment of Attorney of Company
DISCLOSURE OF INTEREST OF DIRECTORS
17.1 Obligation to Account for Profits
17.2 Restrictions on Voting by Reason of Interest
17.3 Interested Director Counted in Quorum
17.4 Disclosure of Conflict of Interest or Property
17.5 Director Holding Other Office in the Company
17.6 No Disqualification
17.7 Professional Services by Director or Officer
17.8 Director or Officer in Other Corporations
PROCEEDINGS OF DIRECTORS
18.1 Meetings of Directors
18.2 Voting at Meetings
18.3 Chair of Meetings
18.4 Meetings by Telephone or Other Communications Medium
18.5 Calling of Meetings
18.6 Notice of Meetings
18.7 When Notice Not Required
18.8 Meeting Valid Despite Failure to Give Notice
18.9 Waiver of Notice of Meetings
18.10 Quorum
18.11 Validity of Acts Where Appointment Defective
18.12 Consent Resolutions in Writing
EXECUTIVE AND OTHER COMMITTEES
19.1 Appointment and Powers of Executive Committee
19.2 Appointment and Powers of Other Committees
19.3 Obligations of Committees
19.4 Powers of Board
19.5 Committee Meetings
OFFICERS
20.1 Directors May Appoint Officers
20.2 Functions, Duties and Powers of Officers
20.3 Qualifications
20.4 Remuneration and Terms of Appointment
INDEMNIFICATION

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21.1 Definitions
21.2 Mandatory Indemnification of Directors and Former Directors
21.3 Indemnification of Other Persons
21.4 Non-Compliance with Business Corporations Act
21.5 Company May Purchase Insurance

PART ARTICLE SUBJECT

DIVIDENDS
22.1 Payment of Dividends Subject to Special Rights
22.2 Declaration of Dividends
22.3 No Notice Required
22.4 Record Date
22.5 Manner of Paying Dividend
22.6 Settlement of Difficulties
22.7 When Dividend Payable
22.8 Dividends to be Paid in Accordance with Number of Shares
22.9 Receipt by Joint Shareholders
22.10 Dividend Bears No Interest
22.11 Fractional Dividends
22.12 Payment of Dividends
22.13 Capitalization of Surplus
DOCUMENTS, RECORDS AND REPORTS
23.1 Recording of Financial Affairs
23.2 Inspection of Accounting Records
NOTICES
24.1 Method of Giving Notice
24.2 Deemed Receipt of Mailing
24.3 Certificate of Sending
24.4 Notice to Joint Shareholders
24.5 Notice to Trustees
SEAL AND EXECUTION
25.1 Seal and Execution of Documents
25.2 Sealing Copies
25.3 Mechanical Reproduction of Seal
PROHIBITIONS
26.1 Definitions
26.2 Application
26.3 Consent Required for Transfer of Shares or Designated Securities

1412-9984-2070, v. 1

PART 1 – INTERPRETATION

1.1 DEFINITIONS

In these Articles, unless the context otherwise requires:

“board of directors”, “directors” and “board” mean the directors or sole director of the Company for the time being;
“Business Corporations Act” means the Business Corporations Act (British Columbia) from time to time in force and all amendments thereto and includes all regulations and amendments thereto made pursuant to that Act;
“legal personal representative” means the personal or other legal representative of the shareholder;
“Notice of Articles” means the notice of articles for the Company contained in the Company’s incorporation application, as amended from time to time;
“registered address” of a shareholder means the shareholder’s address as recorded in the central securities register; and
“seal” means the seal of the Company, if any.

1.2 BUSINESS CORPORATIONS ACT AND INTERPRETATION ACT DEFINITIONS APPLICABLE

The definitions in the Business Corporations Act and the definitions and rules of construction in the Interpretation Act (British Columbia), with the necessary changes, so far as applicable, and unless the context requires otherwise, apply to these Articles as if they were an enactment. If there is a conflict between a definition in the Business Corporations Act and a definition or rule in the Interpretation Act (British Columbia) relating to a term used in these Articles, the definition in the Business Corporations Act will prevail in relation to the use of the term in these Articles. If there is a conflict between these Articles and the Business Corporations Act, the Business Corporations Act will prevail.

PART 2 – SHARES AND SHARE CERTIFICATES

2.1 AUTHORIZED SHARE STRUCTURE

The authorized share structure of the Company consists of shares of the class or classes and series, if any, described in the Notice of Articles of the Company as the same may be amended from time to time.

2.2 FORM OF SHARE CERTIFICATE

Each share certificate issued by the Company must comply with, and be signed as required by, the Business Corporations Act.

2.3 SHAREHOLDER ENTITLED TO CERTIFICATE OR ACKNOWLEDGMENT

A share issued by the Company may be represented by a share certificate or may be an uncertificated (electronic or book based) share. Each shareholder is entitled, without charge, to either (a) one physical

1412-9984-2070, v. 1

share certificate representing the shares of each class or series of shares registered in the shareholder's name, or (b) a non-transferable written acknowledgment of the shareholder's right to obtain such a share certificate (such as a direct registration statement), provided that in respect of a share held jointly by several persons, the Company is not bound to issue more than one share certificate and delivery of a share certificate for a share to one of several joint shareholders or to one of the shareholders' duly authorized agents will be sufficient delivery to all. Shares may be issued in book or electronic form. The directors of the Company may, by resolution, provide that (a) the shares of any or all of the classes and series of the Company's shares may be uncertificated shares, or (b) any specified shares may be uncertificated shares.

2.4 DELIVERY BY MAIL

Any share certificate or non-transferable written acknowledgment of a shareholder's right to obtain a share certificate may be sent to the shareholder by mail at the shareholder's registered address and neither the Company nor any director, officer or agent of the Company is liable for any loss to the shareholder because the share certificate or acknowledgment is lost in the mail or stolen.

2.5 REPLACEMENT OF WORN OUT OR DEFACED CERTIFICATE OR ACKNOWLEDGMENT

If the directors are satisfied that a share certificate or a non-transferable written acknowledgment of the shareholder's right to obtain a share certificate is worn out or defaced, they must, on production to them of the share certificate or acknowledgment, as the case may be, and on such other terms, if any, as they think fit:

order the share certificate or acknowledgment, as the case may be, to be cancelled; and
issue a replacement share certificate or acknowledgment, as the case may be.

2.6 REPLACEMENT OF LOST, STOLEN OR DESTROYED CERTIFICATE OR ACKNOWLEDGMENT

If a share certificate or a non-transferable written acknowledgment of a shareholder's right to obtain a share certificate is lost, stolen or destroyed, a replacement share certificate or acknowledgment, as the case may be, must be issued to the person entitled to that share certificate or acknowledgment, as the case may be, if the directors receive:

proof satisfactory to them that the share certificate or acknowledgment is lost, stolen or destroyed; and
any indemnity the directors consider adequate.

2.7 SPLITTING SHARE CERTIFICATES

If a shareholder surrenders a share certificate to the Company with a written request that the Company issue in the shareholder's name two or more share certificates, each representing a specified number of shares and in the aggregate representing the same number of shares as the share certificate so surrendered, the Company must cancel the surrendered share certificate and issue replacement share certificates in accordance with that request.

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2.8 CERTIFICATE FEE

There must be paid to the Company, in relation to the issue of any share certificate under Articles 2.5, 2.6 or 2.7, the amount determined by the directors, if any, which must not exceed the amount prescribed under the Business Corporations Act.

2.9 RECOGNITION OF TRUSTS

Except as required by law or statute or these Articles, no person will be recognized by the Company as holding any share upon any trust, and the Company is not bound by or compelled in any way to recognize (even when having notice thereof) any equitable, contingent, future or partial interest in any share or fraction of a share or (except as by law or statute or these Articles provided or as ordered by a court of competent jurisdiction) any other rights in respect of any share except an absolute right to the entirety thereof in the shareholder.

PART 3 – ISSUE OF SHARES

3.1 DIRECTORS AUTHORIZED

Subject to the Business Corporations Act and the rights of the holders of issued shares of the Company, the Company may issue, allot, sell or otherwise dispose of the unissued shares, and issued shares held by the Company, at the times, to the persons, including directors, in the manner, on the terms and conditions and for the issue prices (including any premium at which shares with par value may be issued) that the directors may determine. The issue price for a share with par value must be equal to or greater than the par value of the share, if any.

3.2 COMMISSIONS AND DISCOUNTS

The Company may at any time, pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.

3.3 BROKERAGE

The Company may pay such brokerage fee or other consideration as may be lawful for or in connection with the sale or placement of its securities.

3.4 CONDITIONS OF ISSUE

Except as provided for by the Business Corporations Act, no share may be issued until it is fully paid. A share is fully paid when:

consideration is provided to the Company for the issue of the share by one or more of the following:

a) past services performed for the Company;
b) property;
c) money; and

the value of the consideration received by the Company equals or exceeds the issue price set for the share under Article 3.1.

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3.5 SHARE PURCHASE WARRANTS AND RIGHTS

Subject to the Business Corporations Act, the Company may issue share purchase warrants, options and rights upon such terms and conditions as the directors determine, which share purchase warrants, options and rights may be issued alone or in conjunction with debentures, debenture stock, bonds, shares or any other securities issued or created by the Company from time to time.

PART 4 – SHARE REGISTERS

4.1 CENTRAL SECURITIES REGISTER

As required by and subject to the Business Corporations Act, the Company must maintain in British Columbia a central securities register. The directors may, subject to the Business Corporations Act, appoint an agent to maintain the central securities register. The directors may also appoint one or more agents, including the agent which keeps the central securities register, as transfer agent for its shares or any class or series of its shares, as the case may be, and the same or another agent as registrar for its shares or such class or series of its shares, as the case may be. The directors may terminate such appointment of any agent at any time and may appoint another agent in its place.

4.2 CLOSING REGISTER

The Company must not at any time close its central securities register.

PART 5 – SHARE TRANSFERS

5.1 REGISTERING TRANSFERS

A transfer of a share of the Company must not be registered unless:

a duly signed instrument of transfer in respect of the share has been received by the Company;
if a share certificate has been issued by the Company in respect of the share to be transferred, that share certificate has been surrendered to the Company; and
if a non-transferable written acknowledgment of the shareholder’s right to obtain a share certificate has been issued by the Company in respect of the share to be transferred, that acknowledgment has been surrendered to the Company.

5.2 FORM OF INSTRUMENT OF TRANSFER

The instrument of transfer in respect of any share of the Company must be either in the form, if any, on the back of the Company’s share certificates or in any other form as may be acceptable to the Company or its transfer agent.

5.3 TRANSFEROR REMAINS SHAREHOLDER

Except to the extent that the Business Corporations Act otherwise provides, the transferor of shares is deemed to remain the holder of the shares until the name of the transferee is entered in a securities register of the Company in respect of the transfer.

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5.4 SIGNING OF INSTRUMENT OF TRANSFER

If a shareholder, or his or her duly authorized attorney, signs an instrument of transfer in respect of shares registered in the name of the shareholder, the signed instrument of transfer constitutes a complete and sufficient authority to the Company and its directors, officers and agents to register the number of shares specified in the instrument of transfer or specified in any other manner, or, if no number is specified, all the shares represented by the share certificates or set out in the written acknowledgments deposited with the instrument of transfer:

in the name of the person named as transferee in that instrument of transfer; or
if no person is named as transferee in that instrument of transfer, in the name of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered.

5.5 ENQUIRY AS TO TITLE NOT REQUIRED

Neither the Company nor any director, officer or agent of the Company is bound to inquire into the title of the person named in the instrument of transfer as transferee or, if no person is named as transferee in the instrument of transfer, of the person on whose behalf the instrument is deposited for the purpose of having the transfer registered or is liable for any claim related to registering the transfer by the shareholder or by any intermediate owner or holder of the shares, of any interest in the shares, of any share certificate representing such shares or of any written acknowledgment of a right to obtain a share certificate for such shares.

5.6 TRANSFER FEE

There must be paid to the Company, in relation to the registration of any transfer, the amount, if any, determined by the directors.

PART 6 – TRANSMISSION OF SHARES

6.1 LEGAL PERSONAL REPRESENTATIVE RECOGNIZED ON DEATH

In case of the death of a shareholder, the legal personal representative, or if the shareholder was a joint holder, the surviving joint holder, will be the only person recognized by the Company as having any title to the shareholder’s interest in the shares. Before recognizing a person as a legal personal representative, the directors may require proof of appointment by a court of competent jurisdiction, a grant of letters probate, letters of administration or such other evidence or documents as the directors consider appropriate.

6.2 RIGHTS OF LEGAL PERSONAL REPRESENTATIVE

The legal personal representative has the same rights, privileges and obligations that attach to the shares held by the shareholder, including the right to transfer the shares in accordance with these Articles, provided the documents required by the Business Corporations Act and the directors have been deposited with the Company.

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PART 7 – PURCHASE OF SHARES

7.1 COMPANY AUTHORIZED TO PURCHASE SHARES

Subject to Article 7.2, the special rights and restrictions attached to the shares of any class or series and the Business Corporations Act, the Company may, if authorized by the directors, purchase or otherwise acquire any of its shares at the price and upon the terms specified in an authorizing resolution.

7.2 PURCHASE WHEN INSOLVENT

The Company must not make a payment or provide any other consideration to purchase or otherwise acquire any of its shares if there are reasonable grounds for believing that:

the Company is insolvent; or
making the payment or providing the consideration would render the Company insolvent.

7.3 SALE AND VOTING OF PURCHASED SHARES

If the Company retains a share redeemed, purchased or otherwise acquired by it, the Company may sell, gift or otherwise dispose of the share, but, while such share is held by the Company, it:

is not entitled to vote the share at a meeting of its shareholders;
must not pay a dividend in respect of the share; and
must not make any other distribution in respect of the share.

PART 8 – BORROWING POWERS

8.1 COMPANY AUTHORIZED TO BORROW

The Company, if authorized by the directors, may:

borrow money in the manner and amount, on the security, from the sources and on the terms and conditions that they consider appropriate;
issue bonds, debentures and other debt obligations either outright or as security for any liability or obligation of the Company or any other person and at such discounts or premiums and on such other terms as they consider appropriate;
guarantee the repayment of money by any other person or the performance of any obligation of any other person; and
mortgage, charge, whether by way of specific or floating charge, grant a security interest in, or give other security on, the whole or any part of the present and future assets and undertaking of the Company.

PART 9 – ALTERATIONS

9.1 ALTERATION OF AUTHORIZED SHARE STRUCTURE

Subject to Article 9.2, the Business Corporations Act, and any regulatory or stock exchange requirements applicable to the Company, the Company may by directors' resolution or ordinary resolution:

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create one or more classes or series of shares or, if none of the shares of a class or series of shares are allotted or issued, eliminate that class or series of shares;
increase, reduce or eliminate the maximum number of shares that the Company is authorized to issue out of any class or series of shares or establish a maximum number of shares that the Company is authorized to issue out of any class or series of shares for which no maximum is established;
subdivide or consolidate all or any of its unissued, or fully paid and issued, shares;
if the Company is authorized to issue shares of a class of shares with par value:
a) decrease the par value of those shares; or
b) if none of the shares of that class of shares are allotted or issued, increase the par value of those shares;
change all or any of its unissued, or fully paid issued, shares with par value into shares without par value or any of its unissued shares without par value into shares with par value;
alter the identifying name of any of its shares; or
otherwise alter its shares or authorized share structure when required or permitted to do so by the Business Corporations Act.

9.2 SPECIAL RIGHTS AND RESTRICTIONS

Subject to any regulatory or stock exchange requirements applicable to the Company, the Company may by ordinary resolution or, if permitted by the Business Corporations Act, by directors' resolution:

create special rights or restrictions for, and attach those special rights or restrictions to, the shares of any class or series of shares, whether or not any or all of those shares have been issued; or
vary or delete any special rights or restrictions attached to the shares of any class or series of shares, whether or not any or all of those shares have been issued.

9.3 CHANGE OF NAME

The Company may by directors' resolution authorize an alteration of its Notice of Articles in order to change its name subject to any other regulatory or stock exchange requirements applicable to the Company.

9.4 OTHER ALTERATIONS

If the Business Corporations Act does not specify the type of resolution and these Articles do not specify another type of resolution, the Company may by directors' resolution alter these Articles subject to any other regulatory or stock exchange requirements applicable to the Company.

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PART 10 – MEETINGS OF SHAREHOLDERS

10.1 ANNUAL GENERAL MEETINGS

Unless an annual general meeting is deferred or waived in accordance with the Business Corporations Act, the Company must hold its first annual general meeting within 18 months after the date on which it was incorporated or otherwise recognized, and after that must hold an annual general meeting at least once in each calendar year and not more than 15 months after the last annual reference date at such time and place as may be determined by the directors.

10.2 CONSENT RESOLUTION INSTEAD OF ANNUAL GENERAL MEETING

If all the shareholders who are entitled to vote at an annual general meeting consent by a unanimous resolution under the Business Corporations Act to all of the business that is required to be transacted at that annual general meeting, the annual general meeting is deemed to have been held on the date of the unanimous resolution. The shareholders must, in any unanimous resolution passed under this Article 10.2, select as the Company’s annual reference date a date that would be appropriate for the holding of the applicable annual general meeting.

10.3 CALLING OF MEETINGS OF SHAREHOLDERS

The directors may, whenever they think fit, call a meeting of shareholders.

10.4 MEETINGS BY TELEPHONE OR OTHER ELECTRONIC MEANS

A meeting of the Company’s shareholders may be held entirely or in part by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if approved by directors’ resolution prior to the meeting and subject to the Business Corporations Act. Any person participating in a meeting by such means is deemed to be present at the meeting.

10.5 NOTICE FOR MEETINGS OF SHAREHOLDERS

The Company must send notice of the date, time and location of any meeting of shareholders, in the manner provided in these Articles, or in such other manner, if any, as may be prescribed by ordinary resolution (whether previous notice of the resolution has been given or not), to each shareholder entitled to attend the meeting, to each director and to the auditor of the Company, unless these Articles otherwise provide, at least the following number of days before the meeting:

if and for so long as the Company is a public company, 21 days;
otherwise, 10 days.

10.6 RECORD DATE FOR NOTICE

The directors may set a date as the record date for the purpose of determining shareholders entitled to notice of any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. The record date must not precede the date on which the meeting is held by fewer than:

if and for so long as the Company is a public company, 21 days;

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otherwise, 10 days.

If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.7 RECORD DATE FOR VOTING

The directors may set a date as the record date for the purpose of determining shareholders entitled to vote at any meeting of shareholders. The record date must not precede the date on which the meeting is to be held by more than two months or, in the case of a general meeting requisitioned by shareholders under the Business Corporations Act, by more than four months. If no record date is set, the record date is 5 p.m. on the day immediately preceding the first date on which the notice is sent or, if no notice is sent, the beginning of the meeting.

10.8 FAILURE TO GIVE NOTICE AND WAIVER OF NOTICE

The accidental omission to send notice of any meeting to, or the non-receipt of any notice by, any of the persons entitled to notice does not invalidate any proceedings at that meeting. Any person entitled to notice of a meeting of shareholders may, in writing or otherwise, waive or reduce the period of notice of such meeting.

10.9 NOTICE OF SPECIAL BUSINESS AT MEETINGS OF SHAREHOLDERS

If a meeting of shareholders is to consider special business within the meaning of Article 11.1, the notice of meeting must:

state the general nature of the special business; and
if the special business includes considering, approving, ratifying, adopting or authorizing any document or the signing of or giving of effect to any document, have attached to it a copy of the document or state that a copy of the document will be available for inspection by shareholders:

a) at the Company's records office, or at such other reasonably accessible location in British Columbia as is specified in the notice; and
b) during statutory business hours on any one or more specified days before the day set for the holding of the meeting.

10.10 NOTICE OF SPECIAL BUSINESS

In addition to any other requirements under applicable laws, for a shareholder to put forward a motion at a meeting of shareholders for any other business not being put forward for consideration by management (the "Motioning Shareholder"), the Motioning Shareholder must have given prior notice thereof that is both timely (in accordance with paragraph 2 below) and in proper written form (in accordance with paragraph 3 below) to the Secretary of the Company at the principal executive offices of the Company.
To be timely, a Motioning Shareholder's notice to the Secretary of the Company must be made:

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date of the annual meeting was made, notice by the Motioning Shareholder may be made not later than the close of business on the tenth day following the Notice Date; and

b) in the case of a special meeting (which is not also an annual meeting) of shareholders, not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

The time periods for the giving of a Motioning Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of such notice.

To be in proper written form, a Motioning Shareholder’s notice to the Secretary of the Company must set forth particulars of:

a) the specific matter and motion intended to be put forward by the Motioning Shareholder and such information relating to the motion that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for holding a shareholders’ meeting pursuant to the Act and Applicable Securities Laws (as defined below); and

b) the Motioning Shareholder, including full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Motioning Shareholder has a right to vote or direct the voting of any Common Shares of the Company and any other information relating to such Motioning Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The provisions of sections 14.12(5), (6), (7) and (8) apply equally in this Article 10.10.

PART 11 – PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

11.1 SPECIAL BUSINESS

At a meeting of shareholders, the following business is special business:

at a meeting of shareholders that is not an annual general meeting, all business is special business except business relating to the conduct of or voting at the meeting;
at an annual general meeting, all business is special business except for the following:

a) business relating to the conduct of or voting at the meeting;

b) consideration of any financial statements of the Company presented to the meeting;

c) consideration of any reports of the directors or auditor;

d) the setting or changing of the number of directors;

e) the election or appointment of directors;

f) the appointment of an auditor;

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g) the setting of the remuneration of an auditor;
h) business arising out of a report of the directors not requiring the passing of a special resolution or an exceptional resolution;
i) any other business which, under these Articles or the Business Corporations Act, may be transacted at a meeting of shareholders without prior notice of the business being given to the shareholders.

11.2 SPECIAL MAJORITY

The majority of votes required for the Company to pass a special resolution at a meeting of shareholders is two-thirds (2/3) of the votes cast on the resolution.

11.3 QUORUM

Subject to the special rights and restrictions attached to the shares of any class or series of shares, the quorum for the transaction of business at a meeting of shareholders is one person who is, or who represents by proxy, one or more shareholders who, in the aggregate, hold at least 5% of the issued shares entitled to be voted at the meeting.

11.4 ONE SHAREHOLDER MAY CONSTITUTE QUORUM

If there is only one shareholder entitled to vote at a meeting of shareholders:

the quorum is one person who is, or who represents by proxy, that shareholder; and
that shareholder, present in person or by proxy, may constitute the meeting.

11.5 OTHER PERSONS MAY ATTEND

The directors, the chief executive officer (if any), the president (if any), the chief financial officer (if any), the secretary (if any), the assistant secretary (if any), any lawyer for the Company, the auditor of the Company and any other persons invited by the directors are entitled to attend any meeting of shareholders, but if any of those persons does attend a meeting of shareholders, that person is not to be counted in the quorum and is not entitled to vote at the meeting unless that person is a shareholder or proxy holder entitled to vote at the meeting.

11.6 REQUIREMENT OF QUORUM

No business, other than the election of a chair of the meeting and the adjournment of the meeting, may be transacted at any meeting of shareholders unless a quorum of shareholders entitled to vote is present at the commencement of the meeting, but such quorum need not be present throughout the meeting.

11.7 LACK OF QUORUM

If, within one-half hour from the time set for the holding of a meeting of shareholders, a quorum is not present:

in the case of a general meeting requisitioned by shareholders, the meeting is dissolved; and
in the case of any other meeting of shareholders, the meeting stands adjourned to the same day in the next week at the same time and place.

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11.8 LACK OF QUORUM AT SUCCEEDING MEETING

If, at the meeting to which the meeting referred to in Article 11.7(2) was adjourned, a quorum is not present within one-half hour from the time set for the holding of the meeting, the person or persons present and being, or representing by proxy, one or more shareholders entitled to attend and vote at the meeting constitute a quorum.

11.9 CHAIR

The following individual is entitled to preside as chair at a meeting of shareholders:

the chair of the board, if any; or
the chief executive officer, if any; or
the president, if any; or
such other person as the directors may appoint by resolution.

11.10 SELECTION OF ALTERNATE CHAIR

If, at any meeting of shareholders, there is no chair of the board, chief executive officer or president present within 15 minutes after the time set for holding the meeting, or if the chair of the board, chief executive officer and the president are unwilling to act as chair of the meeting, or if the chair of the board, chief executive officer and the president have advised the secretary, if any, or any director present at the meeting, that they will not be present at the meeting, the directors present must choose one of their number or the Company’s solicitor to be chair of the meeting failing which the shareholders entitled to vote at the meeting who are present in person or by proxy may choose any person present at the meeting to chair the meeting.

11.11 ADJOURNMENTS

The chair of a meeting of shareholders may, and if so directed by the meeting must, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

11.12 NOTICE OF ADJOURNED MEETING

It is not necessary to give any notice of an adjourned meeting or of the business to be transacted at an adjourned meeting of shareholders except that, when a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of the original meeting.

11.13 DECISIONS BY SHOW OF HANDS OR POLL

Subject to the Business Corporations Act, every motion put to a vote at a meeting of shareholders will be decided on a show of hands unless a poll, before or on the declaration of the result of the vote by show of hands, is directed by the chair or demanded by at least one shareholder entitled to vote who is present in person or by proxy.

11.14 DECLARATION OF RESULT

The chair of a meeting of shareholders must declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, as the case may be, and that decision must be entered in the minutes of the meeting. A declaration of the chair that a resolution is carried by the necessary

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majority or is defeated is, unless a poll is directed by the chair or demanded under Article 11.13, conclusive evidence without proof of the number or proportion of the votes recorded in favour of or against the resolution.

11.15 MOTION NEED NOT BE SECONDED

No motion proposed at a meeting of shareholders need be seconded unless the chair of the meeting rules otherwise, and the chair of any meeting of shareholders is entitled to propose or second a motion.

11.16 CASTING VOTE

In case of an equality of votes, the chair of a meeting of shareholders does not, either on a show of hands or on a poll, have a second or casting vote in addition to the vote or votes to which the chair may be entitled as a shareholder.

11.17 MANNER OF TAKING POLL

Subject to Article 11.18, if a poll is duly demanded at a meeting of shareholders:

the poll must be taken:
a) at the meeting, or within seven days after the date of the meeting, as the chair of the meeting directs; and
b) in the manner, at the time and at the place that the chair of the meeting directs;
the result of the poll is deemed to be the decision of the meeting at which the poll is demanded; and
the demand for the poll may be withdrawn by the person who demanded it.

11.18 DEMAND FOR POLL ON ADJOURNMENT

A poll demanded at a meeting of shareholders on a question of adjournment must be taken immediately at the meeting.

11.19 CHAIR MUST RESOLVE DISPUTE

In the case of any dispute as to the admission or rejection of a vote given on a poll, the chair of the meeting must determine the dispute, and his or her determination made in good faith is final and conclusive.

11.20 CASTING OF VOTES

On a poll, a shareholder entitled to more than one vote need not cast all the votes in the same way.

11.21 DEMAND FOR POLL

No poll may be demanded in respect of the vote by which a chair of a meeting of shareholders is elected.

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11.22 DEMAND FOR POLL NOT TO PREVENT CONTINUANCE OF MEETING

The demand for a poll at a meeting of shareholders does not, unless the chair of the meeting so rules, prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded.

11.23 RETENTION OF BALLOTS AND PROXIES

The Company must, for at least three months after a meeting of shareholders, keep each ballot cast on a poll and each proxy voted at the meeting, and, during that period, make them available for inspection during normal business hours by any shareholder or proxyholder entitled to vote at the meeting. At the end of such three month period, the Company may destroy such ballots and proxies.

PART 12 – VOTES OF SHAREHOLDERS

12.1 NUMBER OF VOTES BY SHAREHOLDER OR BY SHARES

Subject to any special rights or restrictions attached to any shares and to the restrictions imposed on joint shareholders under Article 12.3:

on a vote by show of hands, every person present who is a shareholder or proxy holder and entitled to vote on the matter has one vote; and
on a poll, every shareholder entitled to vote on the matter has one vote in respect of each share entitled to be voted on the matter and held by that shareholder and may exercise that vote either in person or by proxy.

12.2 VOTES OF PERSONS IN REPRESENTATIVE CAPACITY

A person who is not a shareholder may vote at a meeting of shareholders, whether on a show of hands or on a poll, and may appoint a proxy holder to act at the meeting, if, before doing so, the person satisfies the chair of the meeting, or the directors, that the person is a legal personal representative or a trustee in bankruptcy for a shareholder who is entitled to vote at the meeting.

12.3 VOTES BY JOINT HOLDERS

If there are joint shareholders registered in respect of any share:

any one of the joint shareholders may vote at any meeting, either personally or by proxy, in respect of the share as if that joint shareholder were solely entitled to it; or
if more than one of the joint shareholders is present at any meeting, personally or by proxy, and more than one of them votes in respect of that share, then only the vote of the joint shareholder present whose name stands first on the central securities register in respect of the share will be counted.

12.4 LEGAL PERSONAL REPRESENTATIVES AS JOINT SHAREHOLDERS

Two or more legal personal representatives of a shareholder in whose sole name any share is registered are, for the purposes of Article 12.3, deemed to be joint shareholders.

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12.5 REPRESENTATIVE OF A CORPORATE SHAREHOLDER

If a corporation, that is not a subsidiary of the Company, is a shareholder, that corporation may appoint a person to act as its representative at any meeting of shareholders of the Company, and:

for that purpose, the instrument appointing a representative must:

a) be received at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the number of business days specified in the notice for the receipt of proxies, or if no number of days is specified, two business days before the day set for the holding of the meeting; or
b) be provided, at the meeting, to the chair of the meeting or to a person designated by the chair of the meeting;

if a representative is appointed under this Article 12.5:

a) the representative is entitled to exercise in respect of and at that meeting the same rights on behalf of the corporation that the representative represents as that corporation could exercise if it were a shareholder who is an individual, including, without limitation, the right to appoint a proxy holder; and
b) the representative, if present at the meeting, is to be counted for the purpose of forming a quorum and is deemed to be a shareholder present in person at the meeting.

Evidence of the appointment of any such representative may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.6 PROXY PROVISIONS DO NOT APPLY TO ALL COMPANIES

Articles 12.7 to 12.15 do not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions (as defined in section 1(1) of the Business Corporations Act) as part of its Articles or to which the Statutory Reporting Company Provisions apply.

12.7 APPOINTMENT OF PROXY HOLDERS

Every shareholder of the Company, including a corporation that is a shareholder but not a subsidiary of the Company, entitled to vote at a meeting of shareholders of the Company may, by proxy, appoint one or more (but not more than five) proxy holders to attend and act at the meeting in the manner, to the extent and with the powers conferred by the proxy.

12.8 ALTERNATE PROXY HOLDERS

A shareholder may appoint one or more alternate proxy holders to act in the place of an absent proxy holder.

12.9 PROXY HOLDER NEED NOT BE SHAREHOLDER

A person appointed as a proxy holder need not be a shareholder.

12.10 DEPOSIT OF PROXY

A proxy for a meeting of shareholders must be received:

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at the registered office of the Company or at any other place specified, in the notice calling the meeting, for the receipt of proxies, at least the period of time specified in the notice, or if no period of time is specified, at least 48 hours before the day set for the holding of the meeting; or
at the meeting by the chair of the meeting or by the person designated by the chair of the meeting, subject to acceptance at the sole discretion of the chair of the meeting.

A proxy may be sent to the Company by written instrument, fax or any other method of transmitting legibly recorded messages.

12.11 VALIDITY OF PROXY VOTE

A vote given in accordance with the terms of a proxy is valid notwithstanding the death or incapacity of the shareholder giving the proxy and despite the revocation of the proxy or the revocation of the authority under which the proxy is given, unless notice in writing of that death, incapacity or revocation is received:

at the registered office of the Company, at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or
by the chair of the meeting, before the vote is taken.

12.12 FORM OF PROXY

A proxy, whether for a specified meeting or otherwise, must be either in the following form or in any other form approved by the directors or the chair of the meeting:

[name of company]
(the "Company")

The undersigned, being a shareholder of the Company, hereby appoints [name] or, failing that person, [name], as proxy holder for the undersigned to attend, act and vote for and on behalf of the undersigned at the meeting of shareholders of the Company to be held on [month, day, year] and at any adjournment of that meeting.

Number of shares in respect of which this proxy is given (if no number is specified, then this proxy if given in respect of all shares registered in the name of the shareholder):

3.
4.	Signed [month, day, year]
5.
6.	[Signature of shareholder]
7.
8.	[Name of shareholder—printed]

12.13 REVOCATION OF PROXY

Subject to Article 12.14, every proxy may be revoked by an instrument in writing that is:

received at the registered office of the Company at any time up to and including the last business day before the day set for the holding of the meeting at which the proxy is to be used; or

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provided, at the meeting, to the chair of the meeting.

12.14 REVOCATION OF PROXY MUST BE SIGNED

An instrument referred to in Article 12.13 must be signed as follows:

if the shareholder for whom the proxy holder is appointed is an individual, the instrument must be signed by the shareholder or his or her legal personal representative or trustee in bankruptcy;
if the shareholder for whom the proxy holder is appointed is a corporation, the instrument must be signed by the corporation or by a representative appointed for the corporation under Article 12.5.

12.15 PRODUCTION OF EVIDENCE OF AUTHORITY TO VOTE

The chair of any meeting of shareholders may, but need not, inquire into the authority of any person to vote at the meeting and may, but need not, demand from that person production of evidence as to the existence of the authority to vote.

PART 13 – DIRECTORS

13.1 FIRST DIRECTORS; NUMBER OF DIRECTORS

The first directors are the persons designated as directors of the Company in the Notice of Articles that applies to the Company when it is recognized under the Business Corporations Act. There is no requirement for the directors or shareholders to fix or set the number of directors from time to time. If the Company is a public company, the Company shall have at least three directors. If the Company is not a public company, the Company shall have at least one director.

13.2 CHANGE IN NUMBER OF DIRECTORS

If the number of directors is at any time fixed or set hereunder:

the shareholders may elect or appoint the directors needed to fill any vacancies in the board of directors up to that number; or
if the shareholders do not elect or appoint the directors needed to fill any vacancies in the board of directors up to that number contemporaneously with the setting of that number, then the directors may appoint, or the shareholders may elect or appoint, directors to fill those vacancies.

13.3 DIRECTORS’ ACTS VALID DESPITE VACANCY

An act or proceeding of the directors is not invalid merely because fewer than the number of directors set or otherwise required under these Articles is in office.

13.4 QUALIFICATIONS OF DIRECTORS

A director is not required to hold a share in the capital of the Company as qualification for his or her office but must be qualified as required by the Business Corporations Act to become, act or continue to act as a director.

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13.5 REMUNERATION OF DIRECTORS

The directors are entitled to the remuneration for acting as directors, if any, as the directors may from time to time determine. If the directors so decide, the remuneration of the directors may be determined by the shareholders. Any remuneration received by a director may be in addition to any salary or other remuneration paid to such person in his capacity as an officer or employee of the Company.

13.6 REIMBURSEMENT OF EXPENSES OF DIRECTORS

The Company must reimburse each director for the reasonable expenses that he or she may incur in and about the business of the Company.

13.7 SPECIAL REMUNERATION FOR DIRECTORS

If any director performs any professional or other services for the Company that in the opinion of the directors are outside the ordinary duties of a director, or if any director is otherwise specially occupied in or about the Company’s business, he or she may be paid remuneration fixed by the directors, or, at the option of that director, fixed by ordinary resolution, and such remuneration may be either in addition to, or in substitution for, any other remuneration that he or she may be entitled to receive.

13.8 GRATUITY, PENSION OR ALLOWANCE ON RETIREMENT OF DIRECTOR

Unless otherwise determined by ordinary resolution, the directors on behalf of the Company may pay a gratuity or pension or allowance on retirement to any director who has held any salaried office or place of profit with the Company or to his or her spouse or dependents and may make contributions to any fund and pay premiums for the purchase or provision of any such gratuity, pension or allowance.

PART 14 – ELECTION AND REMOVAL OF DIRECTORS

14.1 ELECTION AT ANNUAL GENERAL MEETING

At every annual general meeting and in every unanimous resolution contemplated by Article 10.2:

the shareholders entitled to vote at the annual general meeting for the election of directors must elect, or in the unanimous resolution appoint, a board of directors consisting of the number of directors for the time being set under these Articles; and
all the directors cease to hold office immediately before the election or appointment of directors under paragraph (1), but are eligible for re-election or re-appointment.

14.2 CONSENT TO BE A DIRECTOR

No election, appointment or designation of an individual as a director is valid unless:

that individual consents to be a director in the manner provided for in the Business Corporations Act;
that individual is elected or appointed at a meeting at which the individual is present and the individual does not refuse, at the meeting, to be a director; or

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with respect to first directors, the designation is otherwise valid under the Business Corporations Act.

14.3 FAILURE TO ELECT OR APPOINT DIRECTORS

If (i) the Company fails to hold an annual general meeting, and all the shareholders who are entitled to vote at an annual general meeting fail to pass the unanimous resolution contemplated by Article 10.2, on or before the date by which the annual general meeting is required to be held under the Business Corporations Act; or (ii) the shareholders fail, at the annual general meeting or in the unanimous resolution contemplated by Article 10.2, to elect or appoint any directors, then each director then in office continues to hold office until the earlier of:

the date on which his or her successor is elected or appointed; and
the date on which he or she otherwise ceases to hold office under the Business Corporations Act or these Articles.

14.4 PLACES OF RETIRING DIRECTORS NOT FILLED

If, at any meeting of shareholders at which there should be an election of directors, the places of any of the retiring directors are not filled by that election, those retiring directors who are not re-elected and who are asked by the newly elected directors to continue in office will, if willing to do so, continue in office to complete the number of directors for the time being set pursuant to these Articles until further new directors are elected at a meeting of shareholders convened for that purpose. If any such election or continuance of directors does not result in the election or continuance of the number of directors for the time being set pursuant to these Articles, the number of directors of the Company is deemed to be set at the number of directors actually elected or continued in office.

14.5 DIRECTORS MAY FILL CASUAL VACANCIES

Any casual vacancy occurring in the board of directors may be filled by the directors.

14.6 REMAINING DIRECTORS POWER TO ACT

The directors may act notwithstanding any vacancy in the board of directors, but if the Company has fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the directors may only act for the purpose of appointing directors up to that number or of summoning a meeting of shareholders for the purpose of filling any vacancies on the board of directors or, subject to the Business Corporations Act, for any other purpose.

14.7 SHAREHOLDERS MAY FILL VACANCIES

If the Company has no directors or fewer directors in office than the number set pursuant to these Articles as the quorum of directors, the shareholders may elect or appoint directors to fill any vacancies on the board of directors.

14.8 ADDITIONAL DIRECTORS

Notwithstanding Articles 13.1 and 13.2, between annual general meetings or unanimous resolutions contemplated by Article 10.2, the directors may appoint one or more additional directors, but the number of additional directors appointed under this Article 14.8 must not at any time exceed:

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one-third of the number of first directors, if, at the time of the appointments, one or more of the first directors have not yet completed their first term of office; or
in any other case, one-third of the number of the current directors who were elected or appointed as directors other than under this Article 14.8.

Any director so appointed ceases to hold office immediately before the next election or appointment of directors under Article 14.1(1), but is eligible for re-election or re-appointment.

14.9 CEASING TO BE A DIRECTOR

A director ceases to be a director when:

the term of office of the director expires;
the director dies;
the director resigns as a director by notice in writing provided to the Company or a lawyer for the Company; or
the director is removed from office pursuant to Articles 14.10 or 14.11.

14.10 REMOVAL OF DIRECTOR BY SHAREHOLDERS

The Company may remove any director before the expiration of his or her term of office by special resolution. In that event, the shareholders may elect, or appoint by ordinary resolution, a director to fill the resulting vacancy. If the shareholders do not elect or appoint a director to fill the resulting vacancy contemporaneously with the removal, then the directors may appoint or the shareholders may elect, or appoint by ordinary resolution, a director to fill that vacancy.

14.11 REMOVAL OF DIRECTOR BY DIRECTORS

The directors may remove any director before the expiration of his or her term of office if:

such director is convicted of an indictable offence;
such director ceases to be qualified to act as a director of a company and does not promptly resign; or
if there are at least three directors on the board, then if all other directors pass a resolution to remove such director;

and the remaining directors may in any such event appoint a director to fill the resulting vacancy.

14.12 NOMINATION OF DIRECTORS

Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Company. Nominations of persons for election to the board of directors may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors:

a) by or at the direction of the board, including pursuant to a notice of meeting; or

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b) by any person (a “Nominating Shareholder”), (A) who, at the close of business on the date of the giving by the Nominating Shareholder of the notice provided for below in this Article 14.12 and at the close of business on the record date for notice of such meeting, is entered in the securities register of the Company as a holder of one or more Common Shares carrying the right to vote at such meeting or who beneficially owns Common Shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this Article 14.12.

In addition to any other requirements under applicable laws, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given prior notice thereof that is both timely (in accordance with paragraph 3 below) and in proper written form (in accordance with paragraph 4 below) to the Secretary of the Company at the principal executive offices of the Company.
To be timely, a Nominating Shareholder’s notice to the Secretary of the Company must be made:

a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the “Notice Date”) on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth day following the Notice Date; and

b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth day following the day on which the first public announcement of the date of the special meeting of shareholders was made.

The time periods for the giving of a Nominating Shareholder’s notice set forth above shall in all cases be determined based on the original date of the applicable annual meeting or special meeting of shareholders, and in no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of such notice.

To be in proper written form, a Nominating Shareholder’s notice to the Secretary of the Company must set forth:

a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the present principal occupation, business or employment of the person within the preceding five years, as well as the name and principal business of any company in which such employment is carried on; (C) the citizenship of such person; (D) the class or series and number of Common Shares in the capital of the Company which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (E) any other information relating to the person that would be required to be disclosed in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and

b) as to the Nominating Shareholder giving the notice, full particulars regarding any proxy, contract, agreement, arrangement or understanding pursuant to which such Nominating Shareholder has a right to vote or direct the voting of any Common Shares of the

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Company and any other information relating to such Nominating Shareholder that would be required to be made in a dissident’s proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The Company may require any proposed nominee to furnish such other information as may reasonably be required by the Company to determine the eligibility of such proposed nominee to serve as an independent director of the Company or that could be material to a reasonable shareholder’s understanding of the independence, or lack thereof, of such proposed nominee.

No person shall be eligible for election as a director of the Company unless nominated in accordance with the provisions of this Article 14.12; provided, however, that nothing in this Article 14.12 shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter that is properly before such meeting pursuant to the provisions of the Act or the discretion of the Chairman. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.
For purposes of this Article 14.12 and Article 10.10:

a) “Applicable Securities Laws” means the applicable securities legislation of each province and territory of Canada in which the Company is a reporting issuer, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada; and

b) “public announcement” shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Company under its profile on SEDAR+ at www.sedarplus.com.

Notwithstanding any other provision of this Article 14.12, notice given to the Secretary of the Company pursuant to this Article 14.12 may only be given by personal delivery, facsimile transmission or by email (at such email address as may be stipulated from time to time by the Secretary of the Company for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery at the address of the principal executive offices of the Company, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received); provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Vancouver time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the next following day that is a business day.
Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Article 14.12.

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PART 15 – ALTERNATE DIRECTORS

15.1 APPOINTMENT OF ALTERNATE DIRECTOR

Any director (an “appointor”) may by notice in writing received by the Company appoint any person (an “appointee”) who is qualified to act as a director to be his or her alternate to act in his or her place at meetings of the directors or committees of the directors at which the appointor is not present unless (in the case of an appointee who is not a director) the directors have reasonably disapproved the appointment of such person as an alternate director and have given notice to that effect to his or her appointor within a reasonable time after the notice of appointment is received by the Company.

15.2 NOTICE OF MEETINGS

Every alternate director so appointed is entitled to notice of meetings of the directors and of committees of the directors of which his or her appointor is a member and to attend and vote as a director at any such meetings at which his or her appointor is not present.

15.3 ALTERNATE FOR MORE THAN ONE DIRECTOR ATTENDING MEETINGS

A person may be appointed as an alternate director by more than one director, and an alternate director:

will be counted in determining the quorum for a meeting of directors once for each of his or her appointors and, in the case of an appointee who is also a director, once more in that capacity;
has a separate vote at a meeting of directors for each of his or her appointors and, in the case of an appointee who is also a director, an additional vote in that capacity;
will be counted in determining the quorum for a meeting of a committee of directors once for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, once more in that capacity;
has a separate vote at a meeting of a committee of directors for each of his or her appointors who is a member of that committee and, in the case of an appointee who is also a member of that committee as a director, an additional vote in that capacity.

15.4 CONSENT RESOLUTIONS

Every alternate director, if authorized by the notice appointing him or her, may sign in place of his or her appointor any resolutions to be consented to in writing.

15.5 ALTERNATE DIRECTOR NOT AN AGENT

Every alternate director is deemed not to be the agent of his or her appointor.

15.6 REVOCATION OF APPOINTMENT OF ALTERNATE DIRECTOR

An appointor may at any time, by notice in writing received by the Company, revoke the appointment of an alternate director appointed by him or her.

15.7 CEASING TO BE AN ALTERNATE DIRECTOR

The appointment of an alternate director ceases when:

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his or her appointor ceases to be a director and is not promptly re-elected or re-appointed;
the alternate director dies;
the alternate director resigns as an alternate director by notice in writing provided to the Company or a lawyer for the Company;
the alternate director ceases to be qualified to act as a director; or
his or her appointor revokes the appointment of the alternate director.

15.8 REMUNERATION AND EXPENSES OF ALTERNATE DIRECTOR

The Company may reimburse an alternate director for the reasonable expenses that would be properly reimbursed if he or she were a director, and the alternate director is entitled to receive from the Company such proportion, if any, of the remuneration otherwise payable to the appointor as the appointor may from time to time direct.

PART 16 – POWERS AND DUTIES OF DIRECTORS

16.1 POWERS OF MANAGEMENT

The directors must, subject to the Business Corporations Act and these Articles, manage or supervise the management of the business and affairs of the Company and have the authority to exercise all such powers of the Company as are not, by the Business Corporations Act or by these Articles, required to be exercised by the shareholders of the Company.

16.2 APPOINTMENT OF ATTORNEY OF COMPANY

The directors may from time to time, by power of attorney or other instrument, under seal if so required by law, appoint any person to be the attorney of the Company for such purposes, and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the directors under these Articles and excepting the power to fill vacancies in the board of directors, to remove a director, to change the membership of or fill vacancies in, any committee of the directors, to appoint or remove officers appointed by the directors and to declare dividends) and for such period, and with such remuneration and subject to such conditions as the directors may think fit. Any such power of attorney may contain such provisions for the protection or convenience of persons dealing with such attorney as the directors think fit. Any such attorney may be authorized by the directors to sub-delegate all or any of the powers, authorities and discretions for the time being vested in him or her.

PART 17 – DISCLOSURE OF INTEREST OF DIRECTORS

17.1 OBLIGATION TO ACCOUNT FOR PROFITS

A director or senior officer who holds a disclosable interest (as that term is used in the Business Corporations Act) in a contract or transaction into which the Company has entered or proposes to enter is liable to account to the Company for any profit that accrues to the director or senior officer under or as a result of the contract or transaction only if and to the extent provided in the Business Corporations Act.

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17.2 RESTRICTIONS ON VOTING BY REASON OF INTEREST

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter is not entitled to vote on any directors’ resolution to approve that contract or transaction, unless all the directors have a disclosable interest in that contract or transaction, in which case any or all of those directors may vote on such resolution.

17.3 INTERESTED DIRECTOR COUNTED IN QUORUM

A director who holds a disclosable interest in a contract or transaction into which the Company has entered or proposes to enter and who is present at the meeting of directors at which the contract or transaction is considered for approval may be counted in the quorum at the meeting whether or not the director votes on any or all of the resolutions considered at the meeting.

17.4 DISCLOSURE OF CONFLICT OF INTEREST OR PROPERTY

A director or senior officer who holds any office or possesses any property, right or interest that could result, directly or indirectly, in the creation of a duty or interest that materially conflicts with that individual’s duty or interest as a director or senior officer, must disclose the nature and extent of the conflict as required by the Business Corporations Act.

17.5 DIRECTOR HOLDING OTHER OFFICE IN THE COMPANY

A director may hold any office or place of profit with the Company, other than the office of auditor of the Company, in addition to his or her office of director for the period and on the terms (as to remuneration or otherwise) that the directors may determine.

17.6 NO DISQUALIFICATION

No director or intended director is disqualified by his or her office from contracting with the Company either with regard to the holding of any office or place of profit the director holds with the Company or as vendor, purchaser or otherwise, and no contract or transaction entered into by or on behalf of the Company in which a director is in any way interested is liable to be voided for that reason.

17.7 PROFESSIONAL SERVICES BY DIRECTOR OR OFFICER

Subject to the Business Corporations Act, a director or officer, or any person in which a director or officer has an interest, may act in a professional capacity for the Company, except as auditor of the Company, and the director or officer or such person is entitled to remuneration for professional services as if that director or officer were not a director or officer.

17.8 DIRECTOR OR OFFICER IN OTHER CORPORATIONS

A director or officer may be or become a director, officer or employee of, or otherwise interested in, any person in which the Company may be interested as a shareholder or otherwise, and, subject to the Business Corporations Act, the director or officer is not accountable to the Company for any remuneration or other benefits received by him or her as director, officer or employee of, or from his or her interest in, such other person.

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PART 18 – PROCEEDINGS OF DIRECTORS

18.1 MEETINGS OF DIRECTORS

The directors may meet together for the conduct of business, adjourn and otherwise regulate their meetings as they think fit, and meetings of the directors held at regular intervals may be held at the place, at the time and on the notice, if any, as the directors may from time to time determine.

18.2 VOTING AT MEETINGS

Questions arising at any meeting of directors are to be decided by a majority of votes and, in the case of an equality of votes, the chair of the meeting does not have a second or casting vote.

18.3 CHAIR OF MEETINGS

The following individual is entitled to preside as chair at a meeting of directors:

the chair of the board, if any;
in the absence of the chair of the board, the president, if any, if the president is a director; or
any other director chosen by the directors or, if the directors wish, the Company’s solicitor, if:
a) neither the chair of the board nor the president, if a director, is present at the meeting within 15 minutes after the time set for holding the meeting;
b) neither the chair of the board nor the president, if a director, is willing to chair the meeting; or
c) the chair of the board and the president, if a director, have advised the secretary, if any, or any other director, that they will not be present at the meeting.

18.4 MEETINGS BY TELEPHONE OR OTHER COMMUNICATIONS MEDIUM

A director may participate in a meeting of the directors or of any committee of the directors in person or by telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other. A director may participate in a meeting of the directors or of any committee of the directors by a communications medium other than telephone if all directors participating in the meeting, whether in person or by telephone or other communications medium, are able to communicate with each other and if all directors who wish to participate in the meeting agree to such participation. A director who participates in a meeting in a manner contemplated by this Article 18.4 is deemed for all purposes of the Business Corporations Act and these Articles to be present at the meeting and to have agreed to participate in that manner.

18.5 CALLING OF MEETINGS

A director may, and the secretary or an assistant secretary of the Company, if any, on the request of a director must, call a meeting of the directors at any time.

18.6 NOTICE OF MEETINGS

Other than for meetings held at regular intervals as determined by the directors pursuant to Article 18.1, reasonable notice of each meeting of the directors, specifying the place, day and time of that meeting must

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be given to each of the directors and the alternate directors by any method set out in Article 24.1 or orally or by telephone.

18.7 WHEN NOTICE NOT REQUIRED

It is not necessary to give notice of a meeting of the directors to a director or an alternate director if:

the meeting is to be held immediately following a meeting of shareholders at which that director was elected or appointed, or is the meeting of the directors at which that director is appointed; or
the director or alternate director, as the case may be, has waived notice of the meeting.

18.8 MEETING VALID DESPITE FAILURE TO GIVE NOTICE

The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by, any director or alternate director, does not invalidate any proceedings at that meeting.

18.9 WAIVER OF NOTICE OF MEETINGS

Any director or alternate director may send to the Company a document signed by him or her waiving notice of any past, present or future meeting or meetings of the directors and may at any time withdraw that waiver with respect to meetings held after that withdrawal. After sending a waiver with respect to all future meetings and until that waiver is withdrawn, no notice of any meeting of the directors need be given to that director and, unless the director otherwise requires by notice in writing to the Company, to his or her alternate director, and all meetings of the directors so held are deemed not to be improperly called or constituted by reason of notice not having been given to such director or alternate director.

18.10 QUORUM

The quorum necessary for the transaction of the business of the directors may be set by the directors and, if not so set, is deemed to be set at two directors or, if the number of directors is set at one, is deemed to be set at one director, and that director may constitute a meeting.

18.11 VALIDITY OF ACTS WHERE APPOINTMENT DEFECTIVE

Subject to the Business Corporations Act, an act of a director or officer is not invalid merely because of an irregularity in the election or appointment or a defect in the qualification of that director or officer.

18.12 CONSENT RESOLUTIONS IN WRITING

A resolution of the directors or of any committee of the directors consented to in writing by all of the directors entitled to vote on it, whether by signed document, fax, email or any other method of transmitting legibly recorded messages, is as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors duly called and held. Such resolution may be in two or more counterparts which together are deemed to constitute one resolution in writing. A resolution passed in that manner is effective on the date stated in the resolution or on the latest date stated on any counterpart. A resolution of the directors or of any committee of the directors passed in accordance with this Article 18.12 is deemed to be a proceeding at a meeting of directors or of the committee of the directors and to be as valid and effective as if it had been passed at a meeting of the directors or of the committee of the directors that satisfies all the requirements of the Business Corporations Act and all the requirements of these Articles relating to meetings of the directors or of a committee of the directors.

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PART 19 – EXECUTIVE AND OTHER COMMITTEES

19.1 APPOINTMENT AND POWERS OF EXECUTIVE COMMITTEE

The directors may, by resolution, appoint an executive committee consisting of the director or directors that they consider appropriate, and this committee has, during the intervals between meetings of the board of directors, all of the directors’ powers, except:

the power to fill vacancies in the board of directors;
the power to remove a director;
the power to change the membership of, or fill vacancies in, any committee of the directors; and
such other powers, if any, as may be set out in the resolution or any subsequent directors’ resolution.

19.2 APPOINTMENT AND POWERS OF OTHER COMMITTEES

The directors may, by resolution:

appoint one or more committees (other than the executive committee) consisting of the director or directors that they consider appropriate;
delegate to a committee appointed under paragraph (1) any of the directors’ powers, except:
a) the power to fill vacancies in the board of directors;
b) the power to remove a director;
c) the power to change the membership of, or fill vacancies in, any committee of the directors; and
d) the power to appoint or remove officers appointed by the directors; and
make any delegation referred to in paragraph (2) subject to the conditions set out in the resolution or any subsequent directors’ resolution.

19.3 OBLIGATIONS OF COMMITTEES

Any committee appointed under Articles 19.1 or 19.2, in the exercise of the powers delegated to it, must:

conform to any rules that may from time to time be imposed on it by the directors; and
report every act or thing done in exercise of those powers at such times as the directors may require.

19.4 POWERS OF BOARD

The directors may, at any time, with respect to a committee appointed under Articles 19.1 or 19.2:

revoke or alter the authority given to the committee, or override a decision made by the committee, except as to acts done before such revocation, alteration or overriding;
terminate the appointment of, or change the membership of, the committee; and

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fill vacancies in the committee.

19.5 COMMITTEE MEETINGS

Subject to Article 19.3(1) and unless the directors otherwise provide in the resolution appointing the committee or in any subsequent resolution, with respect to a committee appointed under Articles 19.1 or 19.2:

the committee may meet and adjourn as it thinks proper;
the committee may elect a chair of its meetings but, if no chair of a meeting is elected, or if at a meeting the chair of the meeting is not present within 15 minutes after the time set for holding the meeting, the directors present who are members of the committee may choose one of their number to chair the meeting;
a majority of the members of the committee constitutes a quorum of the committee; and
questions arising at any meeting of the committee are determined by a majority of votes of the members present, and in case of an equality of votes, the chair of the meeting does not have a second or casting vote.

PART 20 – OFFICERS

20.1 DIRECTORS MAY APPOINT OFFICERS

The directors may, from time to time, appoint such officers, if any, as the directors determine and the directors may, at any time, terminate any such appointment.

20.2 FUNCTIONS, DUTIES AND POWERS OF OFFICERS

The directors may, for each officer:

determine the functions and duties of the officer;
entrust to and confer on the officer any of the powers exercisable by the directors on such terms and conditions and with such restrictions as the directors think fit; and
revoke, withdraw, alter or vary all or any of the functions, duties and powers of the officer.

20.3 QUALIFICATIONS

No officer may be appointed unless that officer is qualified in accordance with the Business Corporations Act. One person may hold more than one position as an officer of the Company. Any person appointed as the chair of the board or as the managing director must be a director. Any other officer need not be a director.

20.4 REMUNERATION AND TERMS OF APPOINTMENT

All appointments of officers are to be made on the terms and conditions and at the remuneration (whether by way of salary, fee, commission, participation in profits or otherwise) that the directors think fit and are subject to termination at the pleasure of the directors, and an officer may in addition to such remuneration

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be entitled to receive, after he or she ceases to hold such office or leaves the employment of the Company, a pension or gratuity.

PART 21 – INDEMNIFICATION

21.1 DEFINITIONS

In this Article 21:

“eligible penalty” means a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, an eligible proceeding;
“eligible proceeding” means a legal proceeding or investigative action, whether current, threatened, pending or completed, in which a director, former director or alternate director of the Company (an “eligible party”) or any of the heirs and legal personal representatives of the eligible party, by reason of the eligible party being or having been a director or alternate director of the Company:

a) is or may be joined as a party; or
b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses related to, the proceeding;

“expenses” has the meaning set out in the Business Corporations Act.

21.2 MANDATORY INDEMNIFICATION OF DIRECTORS AND FORMER DIRECTORS

Subject to the Business Corporations Act, the Company must indemnify a director, former director or alternate director of the Company and his or her heirs and legal personal representatives against all eligible penalties to which such person is or may be liable, and the Company must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by such person in respect of that proceeding. Each director and alternate director is deemed to have contracted with the Company on the terms of the indemnity contained in this Article 21.2.

21.3 INDEMNIFICATION OF OTHER PERSONS

Subject to any restrictions in the Business Corporations Act, the Company may indemnify any person.

21.4 NON-COMPLIANCE WITH BUSINESS CORPORATIONS ACT

The failure of a director, alternate director or officer of the Company to comply with the Business Corporations Act or these Articles does not invalidate any indemnity to which he or she is entitled under this Part.

21.5 COMPANY MAY PURCHASE INSURANCE

The Company may purchase and maintain insurance for the benefit of any person (or his or her heirs or legal personal representatives) who:

is or was a director, alternate director, officer, employee or agent of the Company;

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is or was a director, alternate director, officer, employee or agent of a corporation at a time when the corporation is or was an affiliate of the Company;
at the request of the Company, is or was a director, alternate director, officer, employee or agent of a corporation or of a partnership, trust, joint venture or other unincorporated entity;
at the request of the Company, holds or held a position equivalent to that of a director, alternate director or officer of a partnership, trust, joint venture or other unincorporated entity,

against any liability incurred by him or her as such director, alternate director, officer, employee or agent or person who holds or held such equivalent position.

PART 22 – DIVIDENDS

22.1 PAYMENT OF DIVIDENDS SUBJECT TO SPECIAL RIGHTS

The provisions of this Article 22 are subject to the rights, if any, of shareholders holding shares with special rights as to dividends.

22.2 DECLARATION OF DIVIDENDS

Subject to the Business Corporations Act, the directors may from time to time declare and authorize payment of such dividends as they may deem advisable.

22.3 NO NOTICE REQUIRED

The directors need not give notice to any shareholder of any declaration under Article 22.2.

22.4 RECORD DATE

The directors may set a date as the record date for the purpose of determining shareholders entitled to receive payment of a dividend. The record date must not precede the date on which the dividend is to be paid by more than two months. If no record date is set, the record date is 5 p.m. on the date on which the directors pass the resolution declaring the dividend.

22.5 MANNER OF PAYING DIVIDEND

A resolution declaring a dividend may direct payment of the dividend wholly or partly by the distribution of cash or of specific assets or of fully paid shares or of bonds, debentures or other securities of the Company, or in any one or more of those ways.

22.6 SETTLEMENT OF DIFFICULTIES

If any difficulty arises in regard to a distribution under Article 22.5, the directors may settle the difficulty as they deem advisable, and, in particular, may:

set the value for distribution of specific assets;
determine that cash payments in substitution for all or any part of the specific assets to which any shareholders are entitled may be made to any shareholders on the basis of the value so fixed in order to adjust the rights of all parties; and

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vest any such specific assets in trustees for the persons entitled to the dividend.

22.7 WHEN DIVIDEND PAYABLE

Any dividend may be made payable on such date as is fixed by the directors.

22.8 DIVIDENDS TO BE PAID IN ACCORDANCE WITH NUMBER OF SHARES

All dividends on shares of any class or series of shares must be declared and paid according to the number of such shares held.

22.9 RECEIPT BY JOINT SHAREHOLDERS

If several persons are joint shareholders of any share, any one of them may give an effective receipt for any dividend, bonus or other money payable in respect of the share.

22.10 DIVIDEND BEARS NO INTEREST

No dividend bears interest against the Company.

22.11 FRACTIONAL DIVIDENDS

If a dividend to which a shareholder is entitled includes a fraction of the smallest monetary unit of the currency of the dividend, that fraction may be disregarded in making payment of the dividend and that payment represents full payment of the dividend.

22.12 PAYMENT OF DIVIDENDS

Any dividend or other distribution payable in cash in respect of shares may be paid by cheque, made payable to the order of the person to whom it is sent, and mailed to the address of the shareholder, or in the case of joint shareholders, to the address of the joint shareholder who is first named on the central securities register, or to the person and to the address the shareholder or joint shareholders may direct in writing. The mailing of such cheque will, to the extent of the sum represented by the cheque (plus the amount of the tax required by law to be deducted), discharge all liability for the dividend unless such cheque is not paid on presentation or the amount of tax so deducted is not paid to the appropriate taxing authority.

22.13 CAPITALIZATION OF SURPLUS

Notwithstanding anything contained in these Articles, the directors may from time to time capitalize any surplus of the Company and may from time to time issue, as fully paid, shares or any bonds, debentures or other securities of the Company as a dividend representing the surplus or any part of the surplus.

PART 23 – DOCUMENTS, RECORDS AND REPORTS

23.1 RECORDING OF FINANCIAL AFFAIRS

The directors must cause adequate accounting records to be kept to record properly the financial affairs and condition of the Company and to comply with the Business Corporations Act.

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23.2 INSPECTION OF ACCOUNTING RECORDS

Unless the directors determine otherwise, or unless otherwise determined by ordinary resolution, no shareholder of the Company is entitled to inspect or obtain a copy of any accounting records of the Company.

PART 24 – NOTICES

24.1 METHOD OF GIVING NOTICE

Unless the Business Corporations Act or these Articles provides otherwise, a notice, statement, report or other record required or permitted by the Business Corporations Act or these Articles to be sent by or to a person may be sent by any one of the following methods:

mail addressed to the person at the applicable address for that person as follows:
a) for a record mailed to a shareholder, the shareholder’s registered address;
b) for a record mailed to a director or officer, the prescribed address for mailing shown for the director or officer in the records kept by the Company or the mailing address provided by the recipient for the sending of that record or records of that class;
c) in any other case, the mailing address of the intended recipient;
delivery at the applicable address for that person as follows, addressed to the person:
a) for a record delivered to a shareholder, the shareholder’s registered address;
b) for a record delivered to a director or officer, the prescribed address for delivery shown for the director or officer in the records kept by the Company or the delivery address provided by the recipient for the sending of that record or records of that class;
c) in any other case, the delivery address of the intended recipient;
sending the record by fax to the fax number provided by the intended recipient for the sending of that record or records of that class;
sending the record by email to the email address provided by the intended recipient for the sending of that record or records of that class; or
physical delivery to the intended recipient.

24.2 DEEMED RECEIPT OF MAILING

A record that is mailed to a person by ordinary mail to the applicable address for that person referred to in Article 24.1 is deemed to be received by the person to whom it was mailed on the day, Saturdays, Sundays and holidays excepted, following the date of mailing.

24.3 CERTIFICATE OF SENDING

A certificate or other document signed by the secretary, if any, or other officer of the Company or of any other corporation acting in that behalf for the Company stating that a notice, statement, report or other record was addressed as required by Article 24.1, prepaid and mailed or otherwise sent as permitted by Article 24.1 is conclusive evidence of that fact.

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24.4 NOTICE TO JOINT SHAREHOLDERS

A notice, statement, report or other record may be provided by the Company to the joint shareholders of a share by providing the notice to the joint shareholder first named in the central securities register in respect of the share.

24.5 NOTICE TO TRUSTEES

A notice, statement, report or other record may be provided by the Company to the persons entitled to a share in consequence of the death, bankruptcy or incapacity of a shareholder by:

mailing the record, addressed to them:
a) by name, by the title of the legal personal representative of the deceased or incapacitated shareholder, by the title of trustee of the bankrupt shareholder or by any similar description; and
b) at the address, if any, supplied to the Company for that purpose by the persons claiming to be so entitled; or
if an address referred to in paragraph (1)(b) has not been supplied to the Company, by giving the notice in a manner in which it might have been given if the death, bankruptcy or incapacity had not occurred.

PART 25 – SEAL AND EXECUTION

25.1 SEAL AND EXECUTION OF DOCUMENTS

Except as provided in Articles 25.2 and 25.3, the Company’s seal, if any, must not be impressed on any record except when that impression is attested by the signatures of any of the following, or in the absence of a seal and if no authorized signatories are provided for by resolution, then documents may be executed on behalf of the Company by the following persons:

any two directors;
any officer, together with any director;
if the Company only has one director, that director; or
any one or more directors or officers or other persons as may be determined from time to time by the directors in respect of the specific record to be signed.

25.2 SEALING COPIES

For the purpose of certifying under seal a certificate of incumbency of the directors or officers of the Company or a true copy of any resolution or other document, despite Article 25.1, the impression of the seal may be attested by the signature of any director or officer.

25.3 MECHANICAL REPRODUCTION OF SEAL

The directors may authorize the seal to be impressed by third parties on share certificates or bonds, debentures or other securities of the Company as they may determine appropriate from time to time. To enable the seal to be impressed on any share certificates or bonds, debentures or other securities of the

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Company, whether in definitive or interim form, on which facsimiles of any of the signatures of the directors or officers of the Company are, in accordance with the Business Corporations Act or these Articles, printed or otherwise mechanically reproduced, there may be delivered to the person employed to engrave, lithograph or print such definitive or interim share certificates or bonds, debentures or other securities one or more unmounted dies reproducing the seal and the chair of the board or any senior officer together with the secretary, treasurer, secretary-treasurer, an assistant secretary, an assistant treasurer or an assistant secretary-treasurer may in writing authorize such person to cause the seal to be impressed on such definitive or interim share certificates or bonds, debentures or other securities by the use of such dies. Share certificates or bonds, debentures or other securities to which the seal has been so impressed are for all purposes deemed to be under and to bear the seal impressed on them.

PART 26 – PROHIBITIONS

26.1 DEFINITIONS

In this Article 26:

“designated security” means:
a) a voting security of the Company;
b) a security of the Company that is not a debt security and that carries a residual right to participate in the earnings of the Company or, on the liquidation or winding up of the Company, in its assets; or
c) a security of the Company convertible, directly or indirectly, into a security described in paragraph (a) or (b);
“security” has the meaning assigned in the Securities Act (British Columbia);
“voting security” means a security of the Company that:
a) is not a debt security, and
b) carries a voting right either under all circumstances or under some circumstances that have occurred and are continuing.

26.2 APPLICATION

Article 26.3 does not apply to the Company if and for so long as it is a public company or a pre-existing reporting company which has the Statutory Reporting Company Provisions as part of its Articles or to which the Statutory Reporting Company Provisions apply.

26.3 CONSENT REQUIRED FOR TRANSFER OF SHARES OR DESIGNATED SECURITIES

No share or designated security may be sold, transferred or otherwise disposed of without the consent of the directors and the directors are not required to give any reason for refusing to consent to any such sale, transfer or other disposition.

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AI assistant

BP Silver Corp. — M&A Activity 2025

47638_rns_2025-06-16_77fb21ac-447b-41a2-8c34-8e5b5e15ed89.pdf

AMALGAMATION AGREEMENT

ARTICLE 1 - INTERPRETATION

1.1 Definitions

1.2 Appendices

1.3 Interpretation

ARTICLE 2 - AMALGAMATION

2.1 Amalgamation

2.2 Effects of Amalgamation

2.3 Organization of Amalco

2.4 Treatment of Issued Securities of the Amalgamating Corporations

2.5 Certificates

2.6 Dissenting Shareholders

2.7 Treatment of Restricted Securities under the U.S. Securities Act

ARTICLE 3 - REPRESENTATIONS AND WARRANTIES OF BPEx

3.1 Corporate Status and Authority

3.2 Share Capital

3.3 Assets

3.4 Business Operations

3.5 Tax Matters

3.6 Employee Matters

3.7 Litigation and Claims

3.8 Contracts and Commitments

3.9 Effect of this Transaction

ARTICLE 4 - REPRESENTATIONS AND WARRANTIES OF FRS

4.1 Representations and Warranties of FRS

ARTICLE 5 - COVENANTS OF BPEx

5.1 Compliance with Conditions

5.2 Certain Covenants

5.3 Conduct of BPEx

5.4 Notice of Untrue Representation or Warranty

ARTICLE 6 - COVENANTS OF FRS

6.1 Compliance with Conditions

6.2 Consents

6.3 Conduct of FRS

6.4 Covenants of Subco

6.5 Execution of Election Forms

6.6 Issuance and Listing of FRS Securities pursuant to the Amalgamation

6.7 Notice of Untrue Representation or Warranty

ARTICLE 7 - CONDITIONS OF CLOSING

7.1 Mutual Conditions of Closing

7.2 Conditions of Closing in Favour of FRS and Subco

7.3 Conditions of Closing in Favour of BPEx

ARTICLE 8 - CLOSING AND POST-CLOSING ARRANGEMENTS

8.1 Closing

8.2 Delivery of Documents by BPEx

8.3 Delivery of Documents by FRS

ARTICLE 9 - GENERAL MATTERS

9.1 Amendment

9.2 Governing Law

9.3 Entire Agreement

9.4 Time of Essence

9.5 Successors and Assigns

9.6 Assignment

9.7 Public Notices

9.8 Confidential Information

9.9 Expenses

9.10 Notice

9.11 Further Assurances

9.12 Counterparts

FARSTARCAP INVESTMENT CORP.

BP EXPLORATION CORP.

1299840 B.C. LTD.

Appendix B

ARTICLES

8. BORROWING POWERS

9. ALTERATIONS

10. MEETINGS OF SHAREHOLDERS

11. PROCEEDINGS AT MEETINGS OF SHAREHOLDERS

12. VOTES OF SHAREHOLDERS

13. DIRECTORS

14. ELECTION AND REMOVAL OF DIRECTORS

15. ALTERNATE DIRECTORS

PART 1 – INTERPRETATION

1.1 DEFINITIONS

1.2 BUSINESS CORPORATIONS ACT AND INTERPRETATION ACT DEFINITIONS APPLICABLE

PART 2 – SHARES AND SHARE CERTIFICATES

2.1 AUTHORIZED SHARE STRUCTURE

BP Silver Corp. M&A Activity 2025