Execution Version

SHARE PURCHASE AGREEMENT

- among -

ALDERLEY EDGE INVESTMENTS LTD., THEZPAUL DHATT, 485374 B.C. LTD. and JOSHUA NGO

(collectively, as Vendors)

- and -

CHESAPEAKE GOLD CORP.

(as Purchaser)

December 9, 2020

1.	INTERPRETATION2
1.1	Definitions2
1.2	Gender, Number and Other Terms 9
1.3	Headings and Table of Contents9
1.4	Statutes9
1.5	No Contra Preferentum / No Strict Construction10
1.6	Meaning of Knowledge 10
1.7	Currency10
1.8	Schedules10
1.9	Cross-References10
1.10	Non-Business Days 10
1.11	References to Whole Agreement10
2.	PURCHASE AND SALE OF ALDERLEY SHARES10
2.1	Purchase and Sale of Alderley Shares10
2.2	Consideration Shares11
2.3	Closing Deliveries11
2.4	Tax Elections11
2.5	Escrow of Consideration Shares12

3.	REPRESENTATIONS AND WARRANTIES OF THE VENDORS13
3.1	Vendors' Representations and Warranties13
3.2	Corporate Status of Alderley 14
3.3	Capitalization15
3.4	Assets 15
3.5	Business Operations17
3.6	Financial17
3.7	Insurance Policies18
3.8	Tax Matters18
3.9	Employee Matters18
3.10	Litigation and Claims18
3.11	Contracts and Commitments 19
3.12	Consents and Regulatory Approvals 19
3.13	Environmental 19
3.14	Compliance with Anti-Corruption Laws; Absence of Government Interests19
3.15	Misconduct20
3.16	No Finder's Fees 21
4.	REPRESENTATIONS AND WARRANTIES OF THE PURCHASER 21
4.1	Representations and Warranties of the Purchaser21
5.	SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; RELIANCE 27
5.1	Survival of Vendors' Representations and Warranties27
5.2	Survival of Purchaser's Representations and Warranties28
5.3	Survival of Covenants 28
5.4	No Other Representations and Warranties; Reliance 28

6.	CONDITIONS PRECEDENT TO CLOSING28
6.1	Conditions for the Benefit of the Purchaser 28
6.2	Conditions for the Benefit of the Vendors29

7.	NON-COMPETITION, NON-SOLICITATION AND CERTAIN OTHER COVENANTS31
7.1	Non-Competition31
7.2	Non-Solicitation 31
7.3	Consideration32
7.4	Confidential Information32
7.5	Purchaser Covenants 33
7.6	Vendors' Covenants34
7.7Acknowledgement34
8.	INDEMNIFICATION34
8.1	Indemnity by the Vendors34
8.2	Indemnity by the Purchaser35
8.3	Indemnity Claims 36
9.	MISCELLANEOUS36
9.1	Governing Law36
9.2	Notices36
9.3	Further Assurances38
9.4	Time of the Essence38
9.5	Expenses38
9.6	Announcements and Disclosure 38
9.7	Enurement 39
9.8	Assignment39
9.9	Third Party Beneficiaries39
9.10	Entire Agreement 39
9.11	Invalidity 40
9.12	Waiver and Amendment40
9.13	Counterparts40

SHARE PURCHASE AGREEMENT

THIS AGREEMENT is made as of the 9th day of December, 2020

AMONG:

ALDERLEY EDGE INVESTMENTS LTD., a company incorporated under the laws of the British Virgin Islands ("Alderley Edge")

and -

THEZPAUL DHATT, an individual residing in the Province of Ontario ("Dhatt")

and -

485374 B.C. LTD., a company incorporated under the laws of the Province of British Columbia ("485374 B.C.")

and -

JOSHUA NGO, an individual residing in Hong Kong, a special administrative region of the People's Republic of China ("Ngo", and together with Alderley Edge, Dhatt and 485374 B.C., the "Vendors")

- and -

CHESAPEAKE GOLD CORP., a company incorporated under the laws of the Province of British Columbia (the "Purchaser")

WHEREAS:

A. the Vendors are the registered and beneficial owners of all of the 1,000 issued and outstanding common shares in the authorized share capital of Alderley Gold Corp. ("Alderley"), as more particularly described in Schedule A to this Agreement (the "Alderley Shares"); and
B. the Purchaser wishes to purchase from the Vendors, and the Vendors wish to sell to the Purchaser, the Alderley Shares in consideration of the issuance by the Purchaser to the Vendors of the Consideration Shares (as hereinafter defined), on the terms and conditions contained herein.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and of the covenants, agreements, representations and warranties set out below, the Parties covenant and agree as follows:

1. INTERPRETATION

1.1 Definitions

Whenever used in this Agreement or in any Schedule hereto, unless there is something in the subject matter or context inconsistent therewith, the following words and terms will have the meanings indicated below (and grammatical variations of such words and terms will have corresponding meanings):

(a) "Affiliate" has the meaning given to such term in the Business Corporations Act (British Columbia);
(b) "Agreement" means this Agreement, including the recitals and Schedules hereto, as it may be amended or supplemented from time to time in accordance with the terms hereof;
(c) "Alderley" has the meaning given to such term in the recitals hereto;
(d) [Redacted - Commercially sensitive information]
(e) "Alderley Intellectual Property" means all Intellectual Property Rights of Alderley in respect of the Technology (including any improvements thereto) pursuant to the License Agreement;
(f) "Alderley Representatives" has the meaning given to such term in Section 3.14(a);
(g) "Alderley Shares" has the meaning given to such term in the recitals hereto;
(h)

[Redacted - Commercially sensitive information]

(i) "Anti-Corruption Laws" has the meaning given to such term in Section 3.14(a);
(j) "Applicable Securities Laws" means, collectively, the securities legislation, rules, regulations, forms, blanket rulings and orders issued thereunder in each of the Provinces of Canada, together with applicable rules, published policy statements, instruments, notices and orders of the TSXV (or such other recognized stock exchange on which the Purchaser Shares may at the relevant time be listed for trading);
(k) "Arm's Length" has the meaning ascribed thereto for the purposes of the Tax Act;
(l) "Assets" means all properties and assets of Alderley of every kind and description (whether real, personal, tangible or intangible), wherever located;
(m) "Associate" of a Person means: (i) where the Person is a partnership, a partner of that partnership (other than a limited partner); (ii) a trust or estate in which that Person has a beneficial interest or for which that Person serves as trustee or in a similar capacity; and (iii) in the case of a Person that is an individual, any individual that is the spouse, child, stepchild, parent, grandparent or grandchild of such individual, or any trust the beneficiaries of which are the individual or such other individuals;
(n) "Books and Records" means all documents, files, correspondence, reports, studies, data, specifications, financial statements and all other records and documents of any nature or kind whatsoever, including those recorded, stored, maintained, operated, held or otherwise wholly or

partly dependent on servers, discs, tapes and other means of storage including any electronic, magnetic, cloud-based, mechanical, photographic or optical process, whether computerized or not (and all software, passwords and other information and means of or for access thereto), belonging to Alderley or the Vendors and otherwise relating to the Business, the Assets, the Technology or the Material Contracts;

(o) "Buffington Agreement" means a letter agreement dated on or about the date of this Agreement between the Purchaser and Randy Buffington relating to his appointment as a director of the Purchaser, in a form acceptable to the Purchaser and Alderley Edge, each acting reasonably;
(p) "Business" means (i) in the case of Alderley, the use, development, improvement and commercial exploitation of the Technology, and (ii) in the case of the Purchaser, the business of the Purchaser and its subsidiaries as collectively described in the annual information form of the Purchaser dated July 28, 2020 and all documents forming part of the Purchaser Public Record which were filed subsequent to such date;
(q) "Business Day" means any day other than a Saturday, Sunday or any statutory holiday in the Province of British Columbia;
(r) "CFPOA" has the meaning given to such term in Section 3.14(a);
(s) "Change of Control" means: (i) the consummation of any transaction or the occurrence of any other event as a result of or following which any Person, or group of Persons "acting jointly or in concert" within the meaning of Applicable Securities Laws, beneficially owns or exercises control or direction over an aggregate of more than 50% of the then outstanding Purchaser Shares; or (ii) the sale or other transfer of all or substantially all of the consolidated assets of the Purchaser. A Change of Control will not include a sale, merger, reorganization, spinout or other similar transaction if the holders of Purchaser Shares prior to the completion of such transaction hold at least 50% of the voting shares of such merged, reorganized or other continuing entity following the completion of such transaction;
(t) "Charter Documents" means, in the case of a corporate entity, the articles, by-laws, notice of articles, articles of incorporation, memorandum, and/or any similar constating document of such entity;
(u) "Closing" has the meaning given to such term in Section 2.1;
(v) "Closing Date" has the meaning given to such term in Section 2.1;
(w) "Closing Time" has the meaning given to such term in Section 2.1;
(x) "Confidential Information" has the meaning given to such term in Section 7.4(a);
(y) "Consents" means any consent, approval, permit, waiver, exemption or acknowledgement from any Person which is provided for or required (i) in respect of or pursuant to the terms of any Contract, or (ii) under any Law, in each case in connection with the sale of the Alderley Shares to the Purchaser on the terms contemplated in this Agreement, or which is otherwise necessary to permit the Parties to perform their obligations under this Agreement;
(z) "Consideration Shares" means an aggregate of ten million (10,000,000) Purchaser Shares to be issued to the Vendors in consideration for the Alderley Shares;
(aa) "Contracts" means all contracts, agreements, instruments, engagements, transactions, arrangements and commitments, whether written or oral, to which a Person is bound or any of its assets or properties are subject, or under which such Person is entitled to any benefits or is subject to any obligations or liabilities;
(bb) "Encumbrances" means, whether or not registered or registrable or recorded or recordable, and regardless of how created or arising, any and all:
- (i) mortgages, assignments of rent, liens, encumbrances, adverse claims, charges, executions, title defects, security interests, hypothecs or pledges, whether fixed or floating, against assets or property (whether real, personal, mixed, tangible or intangible), hire-purchase agreements, conditional sales contracts, title retention agreements, equipment trusts or capital leases, or any subordination to any right or claim of others in respect thereof;
- (ii) claims, interests or estates against or in assets or property (whether real, personal, mixed, tangible or intangible), including, without limitation, easements, rights-of-way, servitudes or other similar rights in property granted to or reserved or taken by any Person;
- (iii) options or other rights to acquire, or to acquire any interest in, any assets or property (whether real, personal, mixed, tangible or intangible);
- (iv) without limiting the generality of the foregoing, encumbrances of whatsoever nature and kind against assets or property (whether real, personal, mixed, tangible or intangible); and
- (v) agreements to create, or right capable of becoming, any of the foregoing;
(cc) "Environmental Laws" means all Laws relating to pollution, the protection or preservation of the environment, environmental conservation areas and their management plans, occupational health and safety, product safety, product liability or Hazardous Materials, including Laws relating to the presence, release or threatened release of Hazardous Materials into the indoor or outdoor environment (including ambient air, surface water, groundwater, land surface and subsurface strata) or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, release, transport or handling of Hazardous Materials, all Laws with regard to recordkeeping, notification, disclosure and reporting requirements respecting Hazardous Materials, and all Laws relating to endangered or threatened species of fish, wildlife and plants and the management or use of natural resources;
(dd) "Escrow Agent" means Computershare Trust Company of Canada;
(ee) "Escrow Agreement" means an escrow agreement to be dated as of the Closing Date between the Escrow Agent, the Purchaser and the Vendors on terms consistent with the provisions of Section 2.5 and otherwise in form and substance satisfactory to each of the Purchaser and the Vendors, each acting reasonably;
(ff) "Governmental Authority" means any Canadian or foreign government, whether federal, provincial, state, territorial, local, regional, municipal or other political jurisdiction, and any agency or authority, instrumentality, court, tribunal, board, commission, council, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government, and including any stock exchange;
(gg) "Hazardous Materials" means any substances or materials that are identified or described in, or defined by, any Environmental Law as being substances or materials the storage, manufacture, disposal, treatment, generation, use, transportation or remediation of which, or release of which into or concentration of which in the environment, is prohibited, controlled, regulated or licensed by any Governmental Authority or under any Environmental Law;
(hh) "IFRS" means International Financial Reporting Standards as issued by the International Accounting Standards Board as in effect from time to time;
(ii) "Indebtedness" means, with respect to any Person at any date, without duplication, any and all of the following (together with all accrued interest, prepayment penalties, make-whole payments, breakage fees or similar amounts payable upon the repayment of any of the foregoing):
- (i) indebtedness, liabilities and obligations of such Person in respect of borrowed money or loans or advances of any kind, whether direct or indirect or absolute or contingent, including, without limitation, bank debt;
- (ii) other obligations of such Person relating to financing upon which interest charges are customarily paid;
- (iii) guarantees, indemnities and other obligations to make any payment in respect of any of the foregoing, whether incurred alone or jointly with others;
- (iv) liabilities of such Person under or in respect of any letters of credit, bankers acceptances, bank guarantees, surety bonds, or similar arrangements;
- (v) liabilities of such Person under or in respect of any capital or synthetic lease obligations (including for greater certainty operating leases that have been treated as capital leases pursuant to the internal accounting policies of such Person); and
- (vi) liabilities of such Person with respect to any interest rate swap, cap or collar agreements, interest rate future or option contracts or any foreign exchange agreements, forward contracts or options, or any other instrument designed to protect against interest rate, foreign exchange or commodity price risk;
(jj) "Indemnity Claim" means a claim for indemnification by any of the Purchaser Indemnitees or the Vendor Indemnitees pursuant to Article 8;
(kk) "Intellectual Property Rights" means all rights, title, interest and benefit in and to intellectual property of every nature and kind whatsoever, whether registered or unregistered, including, without limitation, all copyrights, patents, patent rights, trade-marks, certification marks and industrial designs, applications for any of the foregoing, trade names, brand names, all other names and slogans embodying the business or product goodwill, business names, software, trade secrets, proprietary manufacturing information and know-how, instruction manuals, inventions, inventors' notes, research data, unpatented blue prints, drawings and designs, formulae, calculations, processes, prototypes, technology and marketing rights;
(ll) "Laws" means the common law and any laws, statutes, codes, ordinances, treaties, decrees, rules, regulations and by-laws, and all judicial, executive, arbitral, administrative, ministerial, departmental or regulatory judgments, decrees, orders, decisions, rulings, awards, policies, judicial or administrative interpretations and bulletins, in each case of any Governmental

Authority (including any stock exchange) having the ability to enforce the same, at any time in force or effect;

(mm) "License" means any license, permit, convention, authorization, certificate, consent, order, grant, right, notification, privilege, classification, registration, agreement, approval, award, determination, decision, decree or other evidence of authority issued or granted to, conferred upon, or otherwise created for, the applicable party by any Governmental Authority;
(nn) "License Agreement" means the technology license and intellectual property agreement dated July 8, 2019 between the Licensor and Alderley (under its former name 1177965 B.C. Ltd.), as amended by Amendment No. 1 thereto dated June 1, 2020;
(oo) "Licensor" means [Redacted Commercially sensitive information] ;
(pp) "Licensor Confidentiality Agreement" means the confidentiality agreement dated July 2, 2019 between the Licensor and Alderley (under its former name 1177965 B.C. Ltd.);
(qq) "Licensor Consent" means the letter of consent dated November 5, 2020 provided on behalf of the Licensor to Alderley [Redacted - Commercially sensitive information];
(rr) "Losses" means any losses, costs, expenses, liabilities, claims, demands, fines, penalties, assessments or damages available at law or in equity (including reasonable costs, fees and expenses of third party legal counsel on a full indemnity basis, without reduction for tariff rates or similar reductions, and reasonable costs, fees and expenses of investigation) but excluding any special, punitive or exemplary damages, consequential damages and indirect losses, in connection with or in respect of any breach or default by a Party;
(ss) "Material Adverse Effect" in respect of a Person, means any change, event or occurrence that, individually or in the aggregate with other such changes, events or occurrences, is or would reasonably be expected to be material and adverse to (A) the business, operations, results of operations, assets, properties, capitalization, financial condition or liabilities (contingent or otherwise) of such Person and its subsidiaries, taken as a whole (including its or their right or ability to exploit technology or explore, develop or exploit its or their properties), or (B) where such Person is a Party, the ability of such Party to consummate the transactions contemplated hereby, but shall not include changes, events or occurrences that are cured (where applicable, by the relevant Party) prior to the Closing, or any change, event or occurrence resulting from or caused by:
- (i) any general economic, financial, currency exchange, securities or commodity market conditions, in Canada or elsewhere, including any changes in such markets or conditions or prices of commodities or prospects thereof;
- (ii) any conditions generally affecting the industry in which such Person operates;
- (iii) war, act of terrorism, civil unrest or similar event or any political changes, in Canada or elsewhere;
- (iv) any natural disaster, epidemic, pandemic (but excluding the COVID-19 coronavirus outbreak) or national emergency, in Canada or elsewhere;
- (v) any change in Laws or the interpretation, application or non-application of Laws;
(vi) any change in IFRS;
(vii) any fiscal or monetary decisions or policies of any Governmental Authority, in Canada or elsewhere;
(viii) any changes in global, national or regional political, economic or social conditions,
(ix) any action required or permitted by this Agreement or any matter that has been disclosed in this Agreement; or
(x) any matter in relation to the Purchaser that has been publicly disclosed in the Purchaser Public Record prior to the date hereof, to the extent of such disclosure;

provided, that, in the case of clauses (i) through (viii) of this definition, such changes, events, or occurrences do not have a disproportionate effect on the business of such Person and its subsidiaries, taken as a whole, relative to other comparable Persons operating in the industries in which such Person and its subsidiaries operate;

(tt) "Material Contracts" means the License Agreement and [Redacted Commercially sensitive information]
(uu) "Metates Project" means the Metates gold-silver-zinc project located in Durango State, Mexico owned and operated by the Purchaser;
(vv) "Milestone Releases" has the meaning given to such term in Section 2.5;
(ww) "NI 43-101" means National Instrument 43-101 Standards of Disclosure for Mineral Projects of the Canadian Securities Administrators, or any successor instrument, rule or policy;
(xx) [Redacted Commercially sensitive information]
(yy) "Order" means any order, directive, judgment, decree, injunction, decision, ruling, award or writ of any Governmental Authority;
(zz) "Ordinary Course" means, with respect to an action taken by a Person, that such action is consistent with the customs and past practices and with the normal operations of that Person;
(aaa) "Pangbourne Employment Agreement" means an employment agreement dated as of the date of this Agreement between the Purchaser and Alan Pangbourne in form and substance satisfactory to the Purchaser and Alderley Edge, each acting reasonably;
(bbb) "Parties" means the parties to this Agreement, and "Party" means any one such party to this Agreement;
(ccc) "Permitted Encumbrances" means in respect of Alderley, (i) statutory liens for Taxes which are not yet payable, and (ii) any other rights reserved to or vested in any Governmental Authority by any statutory provision;
(ddd) "Person" includes an individual, legal personal representative, corporation, body corporate, firm, partnership, trust, trustee, syndicate, joint venture, unincorporated organization or Governmental Authority;
(eee) "Preliminary Test" means the preliminary testing of the application of the Technology on the Metates Project conducted prior to the date hereof;
(fff) "Purchaser" has the meaning given to such term in the preamble hereto;
(ggg) "Purchaser Financial Statements" has the meaning given to such term in Section 4.1(q)(i);
(hhh) "Purchaser Fundamental Representations" means the representations and warranties set out in Sections 4.1(a) through 4.1(e), and 4.1(m) through 4.1(o);
(iii) "Purchaser Indemnitees" has the meaning given to such term in Section 8.1(a);
(jjj) "Purchaser Public Record" means all documents filed by the Purchaser on SEDAR pursuant to Applicable Securities Laws since January 1, 2019;
(kkk) "Purchaser Representatives" has the meaning given to such term in Section 4.1(x);
(lll) "Purchaser Shares" means common shares in the authorized capital of the Purchaser;
(mmm) "Regulatory Approval" means any approval, consent, ruling, authorization, notice, sanction, order, exemption, permit or acknowledgement, including approval of the TSXV, that may be required from any Governmental Authority or any other Person pursuant to applicable Laws or under the terms of any License or the conditions of any Order;
(nnn) "Restricted Parties" has the meaning given to such term in Section 7.1;
(ooo) "Restricted Period" has the meaning given to such term in Section 7.1;
(ppp) "Securities Authorities" means, collectively, the securities commissions or similar regulatory authorities in each of the Provinces of Canada, and the TSXV;
(qqq) "SEDAR" means the System for Electronic Data Analysis and Retrieval maintained by the Canadian Securities Administrators;
(rrr) "subsidiary" has the meaning given to such term in the Business Corporations Act (British Columbia);
(sss) "Talapoosa Property" means the Talapoosa gold project located in Nevada owned and operated by Gunpoint Exploration Ltd.;
(ttt) "Tax" or "Taxes" means all taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, together with all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof, including those levied on, or measured by, or referred to as income, gross receipts, profits, capital, transfer, land transfer, sales, goods and services, ad valorem, use, value-added, excise, stamp, withholding, business, franchising, property (both real and personal), payroll, employee withholding, employment, occupation, health, social service, environmental, alternative, add-on, minimum, education, and social security taxes, all surtaxes, all customs duties and import and export taxes, all license, franchise and registration fees and taxes, all unemployment or employment insurance, workers' compensation, health insurance, Canada and other government pension plan premiums, and other obligations of the same or of a similar nature of any of the foregoing;
(uuu) "Tax Act" means the Income Tax Act (Canada), as amended from time to time;
(vvv) "Tax Legislation" means, collectively, the Tax Act and all federal, state, provincial, territorial, municipal, foreign or other statutes imposing a Tax, including all treaties, conventions, rules, regulations, orders, and decrees of any jurisdiction relating to Taxes;
(www) "Tax Returns" means all reports, elections, returns, declarations, designations, notices, filings, forms and statements (whether in tangible, electronic or other form) including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed under the provisions of any applicable Tax Legislation;
(xxx) "Technology" means the technology licensed by the Licensor to Alderley pursuant to the License Agreement with respect to alkaline oxidation methods and systems for the recovery of precious metals from sulfide ores, including any improvements to such technology, whether made, discovered or created by Alderley, by the Licensor or jointly by them and/or any of their respective Affiliates;
(yyy) "Threshold Amount" has the meaning given to such term in Section 2.5(c)(ii);
(zzz) "Timed Releases" has the meaning given to such term in Section 2.5;
(aaaa) "TSXV" means the TSX Venture Exchange;
(bbbb) "Vendors Fundamental Representations" means the representations and warranties set forth in Sections 3.1, 3.2, 3.3(a) through 3.3(c), and 3.4;
(cccc) "Vendor Indemnitees" has the meaning given to such term in Section 8.2(a); and
(dddd) "Vendors" has the meaning given to such term in the preamble hereto.

1.2 Gender, Number and Other Terms

In this Agreement, unless the context otherwise requires:

(a) words importing the singular include the plural and vice versa;
(b) words importing gender include all genders; and
(c) the words "including", "includes" and "include" mean "including without limitation", "includes without limitation" and "include without limitation", respectively.

1.3 Headings and Table of Contents

The inclusion of headings and a table of contents in this Agreement is for convenience only and shall not affect the construction or interpretation of this Agreement.

1.4 Statutes

Except where otherwise expressly provided, any reference in this Agreement to a statute includes and is a reference to such statute and to the regulations made pursuant to it, with all amendments thereto and in force from time to time, and to any statute or regulations that may be passed which supplement or supersede such statute or such regulations.

1.5 No Contra Preferentum / No Strict Construction

The Parties acknowledge that their respective legal counsel have reviewed and participated in settling the terms of this Agreement, and the Parties hereby agree that neither this Agreement nor any other document contemplated herein shall be construed strictly for or strictly against any Party as the principal draftsperson hereof or thereof. The language used in this Agreement shall be deemed to be the language chosen by the Parties hereto to express their mutual intent, and no rule of strict construction shall be applied against any Person.

1.6 Meaning of Knowledge

Any reference in this Agreement to the "knowledge" of a Party will be deemed to mean the knowledge of (a) in the case of the Vendors, any of Alan Pangbourne, Thezpaul Dhatt, Harry Pokrandt and Joshua Ngo, and (b) in the case of the Purchaser, any director and officer of the Purchaser, in each case after having made due and diligent inquiry with the responsible management personnel of the applicable corporation.

1.7 Currency

Except where otherwise expressly provided, all monetary amounts in this Agreement are stated and shall be paid in Canadian currency.

1.8 Schedules

The Schedules attached to this Agreement form part of this Agreement.

1.9 Cross-References

Except where otherwise expressly provided, a reference in this Agreement to any Article, Section, subsection, paragraph or other subdivision or Schedule is to the designated Article, Section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement.

1.10 Non-Business Days

Whenever payments are to be made or an action is to be taken pursuant to this Agreement on a day which is not a Business Day, such payment will be made or such action will be taken on the next succeeding Business Day (unless the Parties otherwise agree).

1.11 References to Whole Agreement

Except where otherwise expressly provided, the words "herein", "hereof", "hereby" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section, subsection, paragraph or other subdivision or Schedule.

2. PURCHASE AND SALE OF ALDERLEY SHARES

2.1 Purchase and Sale of Alderley Shares

Subject to and in accordance with the terms and conditions of this Agreement, and based on the representations and warranties contained herein, the Vendors shall sell, assign and transfer to the Purchaser, and the Purchaser shall purchase from the Vendors, all right, title and interest in and to the Alderley Shares free and clear of all Encumbrances. The closing of the purchase and sale of the Alderley Shares (the "Closing") shall occur on December 18, 2020, or such other date as may be mutually agreed between the Purchaser and the Vendors (the "Closing Date"). The Closing shall take place virtually at such time as shall be agreed to by the Parties and their respective counsel (the "Closing Time") on the Closing Date.

2.2 Consideration Shares

The consideration payable by the Purchaser to the Vendors for the Alderley Shares is the Consideration Shares and, subject to the terms hereof, the Consideration Shares shall be issued to, or as may be directed by, the Vendors at Closing on the basis of ten thousand (10,000) Consideration Shares for each Alderley Share purchased.

2.3 Closing Deliveries

It is intended that the sale and purchase of the Alderley Shares and the issuance of the Consideration Shares at Closing will be completed simultaneously, and neither of such transactions will be completed unless all conditions of Closing have been satisfied or waived by all Parties entitled to waive such conditions. Subject to the foregoing, at Closing, the following shall be delivered in addition to all documents required to be delivered as a condition of Closing:

(a) the Vendors shall deliver to the Purchaser the share certificates representing the Alderley Shares, duly endorsed in blank for transfer to the Purchaser or, at the election of the Vendors, accompanied by irrevocable security transfer powers of attorney executed in blank, together with evidence satisfactory to the Purchaser, acting reasonably, that the Purchaser has been entered into the register of Alderley as the holder of the Alderley Shares; and
(b) the Purchaser shall cause to be delivered to the Escrow Agent in accordance with the Escrow Agreement the share certificates representing the Consideration Shares, duly registered in the names of the Vendors or their nominees, as applicable.

2.4 Tax Elections

Each Vendor shall be entitled to make an income Tax election, pursuant to subsection 85(1) of the Tax Act (and any analogous provision of applicable provincial income Tax Laws) with respect to the transfer of all or any portion of such Vendor's Alderley Shares in exchange for the Consideration Shares issued to such Vendor by providing two signed copies of the necessary and prescribed election forms to the Purchaser, duly completed with the number of Alderley Shares transferred and the applicable agreed amounts in Canadian dollars for the purposes of such elections. The Vendors and the Purchaser shall, promptly following the Closing Date, and acting reasonably and in good faith, engage in discussions with a view to mutually agreeing within sixty (60) days following the Closing Date upon the aggregate fair value of the consideration for the Alderley Shares. The Purchaser shall, within ninety (90) days after receiving the completed election forms from a Vendor, and subject to such election forms complying with the provisions of the Tax Act (or applicable provincial income Tax Laws), sign and return them to the relevant Vendor for filing with the Canada Revenue Agency (or the applicable provincial Tax authority). Neither the Purchaser nor Alderley (or any successor corporation thereto), nor their respective directors, officers, agents, advisors or representatives, shall be responsible for the proper completion of any election form and, except for the obligation of the Purchaser to sign and return duly completed election forms which are received within ninety (90) days following the Closing Date, neither the Purchaser nor Alderley (or any successor corporation thereto), nor their respective directors, officers, agents, advisors or representatives, shall be responsible for any Taxes, interest or penalties resulting from the failure of a Vendor to properly complete or file such election forms in the form and manner and within the time prescribed by the Tax Act (or any applicable provincial income Tax Laws).

2.5 Escrow of Consideration Shares

The Consideration Shares will, upon issuance at Closing, be deposited into escrow pursuant to the terms of the Escrow Agreement, which shall provide for an escrow release schedule based on (i) certain releases occurring automatically upon the mere passage of time (the "Timed Releases") and (ii) certain other releases occurring upon the satisfaction of certain milestones or automatically upon the passage of time (the "Milestone Releases"), and (iii) certain other events set out herein or in the Escrow Agreement (including a Change of Control, the termination of the Pangbourne Employment Agreement under certain circumstances, and the death or a determination of permanent disability of Alan Pangbourne), with the Timed Releases and the Milestone Releases running in parallel, all as set forth in this Section 2.5 and more particularly described in the Escrow Agreement:

(a) The Timed Releases shall occur on a pro rata basis as follows:
- (i) 5% of the Consideration Shares shall be released to the Vendors on the first anniversary of the Closing Date;
- (ii) 5% of the Consideration Shares shall be released to the Vendors on the second anniversary of the Closing Date;
- (iii) 5% of the Consideration Shares shall be released to the Vendors on the third anniversary of the Closing Date; and
- (iv) 5% of the Consideration Shares shall be released to the Vendors on the fourth anniversary of Closing Date.
(b) The Milestone Releases shall occur on a pro rata basis as follows:
- (i) 10% of the Consideration Shares shall be released to the Vendors on the earlier of (A) the date of a positive feasibility study report prepared on the Metates Project, or another material property owned or operated by the Purchaser or any of its Affiliates from time to time (not including the Talapoosa Property), and (B) the fifth anniversary of the Closing Date;
- (ii) 30% of the Consideration Shares shall be released to the Vendors on the earlier of (A) the duly certified commencement of construction of a mine on the Metates Project, or another material property owned or operated by the Purchaser or any of its Affiliates from time to time (not including the Talapoosa Property) and (B) the sixth anniversary of the Closing Date; and
- (iii) 40% of the Consideration Shares shall be released to the Vendors on the earlier of (a) the duly certified commencement of commercial production on the Metates Project, or another material property owned or operated by the Purchaser or any of its Affiliates from time to time (not including the Talapoosa Property) and (b) the seventh anniversary of the Closing Date.
(c) Upon a Change of Control occurring while any of the Consideration Shares remain in escrow:
- (i) all of the Consideration Shares then remaining in escrow will be released to the Vendors on a pro rata basis; and

(ii) if the fair value of the consideration payable to the holders of Purchaser Shares pursuant to or in connection with the transaction giving rise to such Change of Control is less than (the "Threshold Amount") per Purchaser Share, the Purchaser (or, if applicable, the successor company to the Purchaser resulting from such Change of Control) shall cause Alderley to (and the Purchaser shall ensure that in any Contract to which the Purchaser or any of its Affiliates is a party providing for or facilitating or entered into in connection with such Change of Control, it shall be a condition of the completion of such Change of Control in favour of the Purchaser, which shall not be waived without the prior written consent of Alderley Edge, that [Redacted - Commercially sensitive information]

[Redacted - Commercially sensitive information]

3. REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Except for the representations and warranties set out in Section 3.1, which are given severally (and not jointly) by each Vendor to and in favour of the Purchaser solely in respect of such Vendor, the Vendors jointly and severally represent and warrant to and in favour of the Purchaser as follows as of the date hereof, and each of the Vendors acknowledges and confirms that the Purchaser is relying on such representations and warranties in connection with its execution and delivery of this Agreement and in completing the transactions contemplated by this Agreement:

3.1 Vendors' Representations and Warranties

(a) Status of Vendors:
- (i) Each Vendor who is an individual has attained the age of majority and has the legal capacity and competence to enter into and perform all of his obligations under this Agreement.
- (ii) Each Vendor which is a corporation is duly organized and validly existing under the laws of its jurisdiction set out in the preamble hereto. Such Vendor has never been struck from the register maintained under the legislation under which it is organized or been dissolved or liquidated and such Vendor has all requisite corporate power, capacity and authority to enter into and perform all of its obligations under this Agreement. Such Vendor is duly qualified, licensed and registered to do business in and is in good standing in every jurisdiction in which the character of its business or the nature of the properties owned, leased or operated by it makes such qualification, license or registration necessary.
(b) Due Authorization of Corporate Vendors: The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by each Vendor which is a corporation pursuant to this Agreement, and the completion by such Vendor of the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of such Vendor.
(c) Non-Contravention: The execution, delivery and performance of this Agreement and each of the other documents, instruments and agreements contemplated or referred to herein by each Vendor, and the completion by such Vendor of the transactions contemplated hereby and thereby, will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of or default under:
- (i) if such Vendor is a corporation, any term or provision of any of the Charter Documents of such Vendor;
(ii) the terms of any Contract to which such Vendor is a party or by which such Vendor is bound; or
(iii) any term or provision of any license, registration or qualification held by such Vendor or to which such Vendor is subject, under any order of any Governmental Authority or under any applicable Laws.
(d) Share Ownership: Each Vendor is the legal and beneficial owner of all of the issued and outstanding Alderley Shares set out opposite such Vendor's name in Schedule A, with all right, title and interest therein, each free and clear of all Encumbrances. Upon completion of the transactions contemplated by this Agreement, the Purchaser will have good and valid title to the Alderley Shares owned by such Vendor, free and clear of all Encumbrances.
(e) Execution and Delivery: This Agreement has been duly executed and delivered by each Vendor and constitutes a legal, valid and binding obligation of such Vendor enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court.
(f) Residence: Except for Joshua Ngo, each Vendor is not a non-resident of Canada within the meaning of the Tax Act.

3.2 Corporate Status of Alderley

(a) Status of Alderley: Alderley is a company existing under the laws of the Province of British Columbia. Alderley has never been struck from the register maintained under the legislation under which it was incorporated and under which it is currently existing, or been dissolved or liquidated, and Alderley has all requisite corporate power, capacity and authority to carry on its Business as it is now being conducted, to own, lease and operate the properties and assets now owned, leased and operated by it and to enter into and perform all of its obligations under this Agreement. Alderley is duly qualified, licensed and registered to do business in and is in good standing in every jurisdiction in which the character of its Business or the nature of any properties owned, leased or operated by it makes such qualification, license or registration necessary.
(b) Non-Contravention: The execution, delivery and performance by Alderley of each of the documents, instruments and agreements contemplated by this Agreement to be executed, delivered and performed by it, and the completion of the transactions contemplated hereby and thereby by it, will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of or default under:
- (i) any term or provision of the Charter Documents of Alderley;
- (ii) the terms of any Material Contract to which it is a party; or
- (iii) any term or provision of any Consents, under any order of any Governmental Authority or under any applicable Laws.
(c) Absence of Liens: The execution, delivery and performance of this Agreement by the Vendors will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against any of the Alderley Shares or the Assets of Alderley.

3.3 Capitalization

(a) Authorized and Issued Capital: The authorized share capital of Alderley consists of an unlimited number of common shares without par value, of which 1,000 common shares are issued and outstanding as of the date of this Agreement. Schedule A sets out, among other things, the names of the Persons who are the legal and beneficial owners of such shares and the number and class of such shares held by each such Person. The Alderley Shares set out in Schedule A are all of the issued and outstanding shares in the authorized share capital of Alderley. The Alderley Shares have been validly issued, are fully paid and non-assessable, and have not been issued in violation of any applicable Laws or any pre-emptive or preferential purchase rights.
(b) Subsidiaries and Other Interests: Alderley does not have any subsidiaries or own any securities issued by, or any equity or ownership interest in, any other Person. Alderley is not subject to any obligation to make any investment in or to provide funds by way of loan, capital contribution or otherwise to any other Person.
(c) Absence of Options: No Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option:
- (i) to require Alderley to issue any further or other shares in its capital or any other security convertible or exchangeable into shares in its capital or to convert or exchange any securities into or for shares in its capital;
- (ii) to require Alderley to purchase, redeem or otherwise acquire any of the issued and outstanding shares in its capital; or
- (iii) to acquire any of the issued and outstanding shares in the capital of Alderley including, without limitation, the Alderley Shares.
(d) Directors and Officers: The directors and officers of Alderley are as set forth below, all of which have been duly elected or appointed:

Name	Position(s)
Alan Pangbourne	President, Chief Executive Officer and Director
Thezpaul Dhatt	Director

(e) Corporate Records: All of the corporate or organizational records and minute books of Alderley contain complete and accurate minutes of all meetings of and all written resolutions passed by the directors and shareholders since the formation thereof. The central securities register and the register of directors for Alderley are complete and accurate and such records accurately reflect the current share ownership of Alderley and all share transactions since the incorporation of Alderley. Alderley is not subject to any unanimous shareholders agreement.

3.4 Assets

(a) Ownership: Alderley is the legal and beneficial owner of, possesses, and has good and marketable title to, the Assets (other than any licensed intangible property in which Alderley has a valid license) that Alderley purports to own including all the assets reflected as being owned by Alderley in its financial Books and Records, free and clear of any and all Encumbrances, except Permitted Encumbrances. None of the Assets are in the possession, or under the control, of any other Person.

(b) Rights to Assets: Alderley has the exclusive right to possess, use, occupy and dispose of the Assets (other than any licensed intangible property), subject only to the rights of the other parties to the Material Contracts.
(c) No Rights to Assets: There is no agreement, contract, option, commitment or other right in favour of, or held by, any Person to acquire or possess any of the Assets (other than the rights of the owners of any licensed intangible property to re-possess such Assets upon the surrender of the Assets by the Company at the end of the applicable term pursuant to the contractual terms governing such Assets).
(d) All Assets Used in Business: The Assets, together with any licensed intangible property, constitute all of the rights, assets and properties that are usually and ordinarily used in connection with Alderley's Business, and include all rights, assets and properties the use and exercise of which are necessary for the performance of any Material Contract and compliance with any Consents by Alderley and for the conduct of its Business as now conducted.
(e) Intellectual Property:
- (i) The Alderley Intellectual Property constitutes all of the Intellectual Property Rights that are owned or purported to be owned by or licensed or purported to be licensed to Alderley, and except for the Alderley Intellectual Property there are no other rights under license agreements, sublicense agreements, strategic alliances, development agreements, technology transfer agreements or other agreements or instruments relating to any of the foregoing that are owned by Alderley or used by Alderley, whether in connection with the Business or Assets or otherwise;
- (ii) the Alderley Intellectual Property is in good standing and Alderley has performed its obligations thereunder in all respects and Alderley is entitled to the benefits under the Alderley Intellectual Property;
- (iii) the execution and delivery of this Agreement and the completion and performance of the transactions and obligations contemplated by or contained in this Agreement (including without limitation the Pangbourne Employment Agreement and the Buffington Agreement) will not, breach, violate or conflict with any instrument or agreement governing any Alderley Intellectual Property, nor cause the forfeiture or termination of any Alderley Intellectual Property;
- (iv) Alderley has not received any notice (whether written or oral) claiming that Alderley, or the conduct of its Business, has infringed upon the Intellectual Property Rights, domestic or foreign, of any other Person, and the conduct by Alderley of its Business does not infringe upon any Intellectual Property Rights, domestic or foreign, of any Person;
- (v) Alderley has not received notice of, and, to the knowledge of the Vendors, there are no current, pending or threatened claims or litigation contesting the validity, ownership or right to use, sell, license or dispose of any of the Alderley Intellectual Property necessary or required or otherwise used for or in connection with the conduct of the operations of its Business;
(vi) the Alderley Intellectual Property constitutes all of the Intellectual Property Rights necessary and sufficient to enable Alderley to conduct its Business without infringing or violating the Intellectual Property Rights of any other Person. The Alderley Intellectual Property is valid and enforceable by Alderley;
(vii) to the knowledge of the Vendors, no Person is infringing, misappropriating, misusing, diluting or violating any Alderley Intellectual Property. Neither the Vendors nor Alderley has made any claim against any Person alleging any infringement, misappropriation, misuse, dilution or violation of any Alderley Intellectual Property;
(viii) [Redacted Commercially sensitive information] (A) Alderley has not made, directly or indirectly, any commitments, promises, submissions, suggestions, statements or declarations (including any membership commitments or other commitments, promises, submissions, suggestions, statements or declarations that would require the grant of any license or other right respecting Alderley Intellectual Property to any Person or otherwise impair or limit Alderley's control of any Alderley Intellectual Property) to any standardssetting bodies, industry groups or other similar organizations or any other Persons other than the Licensor and its Affiliates pursuant to the License Agreement, and (B) other than as set out in the License Agreement or the Licensor Confidentiality Agreement, no patent included in the Alderley Intellectual Property is subject to any commitment that would require the grant of a license or other right respecting Alderley Intellectual Property to any Person or otherwise limit Alderley's control of any Alderley Intellectual Property; and
(ix) the results of the Preliminary Test have been fully disclosed to the Purchaser, and the Vendors and Alderley are not in possession of any material information pertaining to the Preliminary Test and the Technology that have not been fully disclosed to the Purchaser.
(f) Real Property: Alderley does not have any ownership or leasehold interest in any real property.

3.5 Business Operations

(a) Absence of Changes: Other than the entering into of the License Agreement, Alderley has at all times conducted its Business in the Ordinary Course. There has been no Material Adverse Effect in respect of Alderley.
(b) Compliance with Laws: Alderley is, and has at all times been, conducting its Business in material compliance with all Laws applicable to it and its Business. Alderley is not a party to, or bound by, any decree, order or arbitration award (or agreement entered into in connection with any administrative, judicial or arbitration proceeding with any Governmental Authority ) with respect to or affecting its properties, assets, personnel or business activities.

3.6 Financial

(a) Books and Records: The Books and Records fairly and correctly set out and disclose the financial position and condition, and all revenues, expenses and results of operations of Alderley and all material financial transactions of Alderley have been accurately recorded in the Books and Records, all of which are under the exclusive ownership and direct control of Alderley (including all means of access thereto) and Alderley has original or true copies of all such Books and Records in its possession.

(b) Solvency: Alderley is not insolvent, nor has Alderley ever: (i) committed an act of bankruptcy; (ii) proposed a compromise or arrangement to its creditors generally; (iii) had any petition for a receiving order in bankruptcy filed against it; (iv) taken any proceeding with respect to a compromise or arrangement to creditors generally; (v) taken any proceeding to have itself declared bankrupt or wound-up; (vi) taken any proceeding to have a receiver appointed of any part of its assets; (vii) had any encumbrancer take possession of any of its property; or (viii) had any execution or distress become enforceable or become levied upon any of its property.
(c) No Undisclosed Liabilities: Other than its obligations pursuant to the License Agreement and this Agreement, Alderley has no liabilities or obligations of any nature (whether absolute, accrued, contingent or otherwise).

3.7 Insurance Policies

Alderley does not have any insurance policies in effect.

3.8 Tax Matters

(a) Payment of Taxes:Alderley has, on a timely basis, paid any Taxes which were due and payable prior to the Closing Date and all reassessments, penalties, interest and fines due and payable by or assessed against it. Alderley does not have any liabilities for Taxes for any period ending on or before the Closing Date.
(b) Non-Arm's Length Transactions: Alderley has not acquired property from, received services from, disposed of property to, or provided services to any Person with whom they do not deal at Arm's Length, or any Person under the direction of a Person with whom they do not deal at Arm's Length, other than for full fair market value consideration.
(c) Tax Status of Alderley Shares: At no time during the 60-month period immediately preceding the date of this Agreement has more than fifty percent (50%) of the fair market value of the Alderley Shares been derived, directly or indirectly, from one or any combination of real or immovable property situated in Canada, Canadian resource properties, timber resource properties or options in respect of, or interests in, or civil Law rights in, any such property, whether or not the property exists (as each such term is interpreted for purposes of the definition of "taxable Canadian property" in the Tax Act).
(d) Tax Returns: Prior to the Closing Date, Alderley will have filed all Tax Returns required to be filed by it for any periods ending before the Closing Date.

3.9 Employee Matters

Alderley does not have, nor has it ever had, any employees or any employment contracts.

3.10 Litigation and Claims

There are no current, pending or in progress (or, to the knowledge of the Vendors, threatened) actions, claims, demands, lawsuits, arbitrations, judgments, awards, decrees, orders, injunctions, prosecutions, investigations or other proceedings of, by or against Alderley or Alan Pangbourne, and there is no basis for any action, claim, demand, lawsuit, prosecution, arbitration, investigation or other proceeding of, by or against, Alderley or Alan Pangbourne. There are no current, pending or in progress (nor to the knowledge of the Vendors, threatened) actions, claims, demands, lawsuits, arbitrations, judgments, awards, decrees, orders, injunctions, prosecutions, investigations, or other proceedings in law or in equity, regarding the transactions contemplated hereby.

3.11 Contracts and Commitments

Except for the Material Contracts, there are no Contracts to which Alderley is a party, beneficially entitled, subject to, or by which it is otherwise bound which are material to the Business of Alderley. Alderley has performed all of the obligations required to be performed in all material respects by it and is entitled to all benefits under, and is not in default or alleged to be in default in respect of, any Material Contracts to which it is a party. Each of its Material Contracts is in good standing and in full force and effect, and no event, condition or occurrence exists which, after notice or lapse of time or both, could reasonably be expected to constitute a default by Alderley (or, to the knowledge of the Vendors, a default by any other party) under any Material Contract. Each of its Material Contracts is valid, binding and enforceable in accordance with its terms upon Alderley and, to the knowledge of the Vendors, the other parties thereto, and none of its Material Contracts has been amended except as disclosed herein. Alderley has not received any notice of any default, breach or termination of any of its Material Contracts and, to the knowledge of the Vendors, there is no fact or circumstance which would, or is likely to, result in such a default, breach or termination. Alderley has provided to the Purchaser true and complete copies of each written Material Contract, including all amendments thereto.

3.12 Consents and Regulatory Approvals

Except for the Licensor Consent, there is no Consent or Regulatory Approval that is required for the execution or delivery by the Vendors of this Agreement, the completion or performance by the Vendors and Alderley of any of the transactions contemplated by this Agreement, or the validity or enforceability of this Agreement against the Vendors.

3.13 Environmental

Alderley has complied with all applicable Environmental Laws pertaining to it, the operation of its Business and its Assets, and all products and services offered by it for distribution or sale. To the knowledge of the Vendors, no condition exists or event has occurred, in either case which is under its control or in respect of which it has been given notice, which, with or without notice or the passage of time or both, would constitute a violation by Alderley of, or give rise to any liability of Alderley under, any applicable Environmental Laws.

3.14 Compliance with Anti-Corruption Laws; Absence of Government Interests.

(a) Compliance with Anti-Corruption Laws: Alderley and its directors and officers, and, to the knowledge of the Vendors, their respective agents and other persons authorized to act on behalf of Alderley (collectively, the "Alderley Representatives") are familiar with and are and have been in compliance with all applicable Laws relating to anti-bribery, anti-corruption, anti-money laundering and related record keeping and internal control laws (collectively, the "Anti-Corruption Laws") in connection with the Business of Alderley in any jurisdiction in which Alderley operates, including without limitation, the Corruption of Foreign Public Officials Act (Canada) (the "CFPOA"). No public official (i) holds an ownership or other economic interest, direct or indirect, in Alderley or in the contractual relationship formed by this Agreement, or (ii) serves as an officer, director or employee of Alderley. Without limiting the foregoing, neither Alderley or its directors and officers or, to the knowledge of the Vendors, any Alderley Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of:

(i) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official in relation to Alderley's Business, or assist Alderley in obtaining or retaining business for, or with, or directing business to, any Person;
(ii) the taking of any action by any Person on behalf of Alderley which (i) would violate the CFPOA, if taken by an entity subject to the CFPOA, or (ii) could reasonably be expected to constitute a violation of any applicable Anti-Corruption Laws;
(iii) the making of any false or fictitious entries in the Books and Records of Alderley by any Person; or
(iv) the using of any assets of Alderley for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.
(b) Violation of Laws: Neither Alderley nor its directors and officers nor, to the knowledge of the Vendors, any of the Alderley Representatives have ever been found by a Governmental Authority to have violated any criminal or securities law or is subject to any indictment or any government investigation for bribery. None of the beneficial owners of any shares in Alderley or the current or former Alderley Representatives are or were public officials at any time since the date on which Alderley was incorporated.
(c) Illegal Payments: Neither Alderley nor its directors and officers nor, to the knowledge of the Vendors, any other Person acting on behalf of Alderley has made, directly or indirectly, any illegal payment, gift, bribe, kickback, political contribution or other payment, regardless of form, whether in money, property, or services, to any Person (including any employee, company, organization or Governmental Authority), resulting in each case, in Alderley being in violation of any Anti-Corruption Laws, including to:
- (i) obtain favourable treatment in securing business or to otherwise obtain special concessions; or
- (ii) pay for favourable treatment for business secured or special concessions obtained in the past.

3.15 Misconduct

To the knowledge of the Vendors, no officer or director of Alderley:

(a) has been convicted of an indictable offence under the Criminal Code (Canada) or of any felony under the laws of the United States of America, or of any similar criminal offences under the criminal legislation of any other jurisdiction, or of any quasi-criminal offence under the taxation, immigration, money laundering or securities legislation of Canada, the United States or any other jurisdiction, relating to fraud, dishonesty, terrorist activities or breach of applicable securities, corporations, competition, anti-money laundering, anti-bribery or taxation laws or who has been found in violation of standards of professional misconduct as prescribed by law or by a professional governing body;

(b) is prohibited by law from acting as a director or officer of a company in any jurisdiction;
(c) is subject to any material criminal, regulatory or administrative investigation or proceeding in relation to any matter described in any other subsection of this Section 3.15 which has either been publicly announced or in respect of which written notice has been given to such Person; or
(d) either directly or indirectly through an entity controlled by such officer or director, trades or has traded in or with countries (or Persons therein) in violation of any international sanctions laws enacted by the Federal Government of Canada or the Federal Government of the United States of America.

3.16 No Finder's Fees

Neither Alderley nor any of the Vendors has retained, engaged or entered into any contract, agreement or commitment (whether written or oral) with any Person that would give rise to a valid claim against Alderley for a broker's commission, finder's fee, investment banker's fee, transaction fee, success fee or similar payment in connection with the negotiation, execution or performance of this Agreement, the completion of any transaction contemplated hereby or introducing the Parties to each other.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 Representations and Warranties of the Purchaser

The Purchaser represents and warrants to and in favour of the Vendors as follows as of the date hereof and acknowledges and confirms that the Vendors are relying on these representations and warranties in connection its execution and delivery of this Agreement and in completing the transactions contemplated by this Agreement:

(a) Status of Purchaser: The Purchaser is a corporation duly organized and validly existing under the laws of British Columbia. The Purchaser has never been struck from the register maintained under the legislation under which it is incorporated or been dissolved or liquidated and the Purchaser has all requisite corporate power, capacity and authority to enter into and perform all of its obligations under this Agreement. The Purchaser is duly qualified, licensed and registered to do business in and is in good standing in every jurisdiction in which the character of its business or the nature of the properties owned, leased or operated by it makes such qualification, license or registration necessary.
(b) Due Authorization of the Purchaser: The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by the Purchaser pursuant to this Agreement, and the completion by the Purchaser of the transactions contemplated by this Agreement, have been duly authorized by all necessary corporate action on the part of the Purchaser.
(c) Execution and Delivery: This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization and other similar laws of general application affecting the enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court.
(d) Non-Contravention: The execution, delivery and performance of this Agreement and each of the other documents, instruments and agreements contemplated or referred to herein by the Purchaser, and the completion by the Purchaser of the transactions contemplated hereby and thereby, will not (or would not with the giving of notice, the lapse of time or the happening of any other event or condition) constitute or result in a violation or breach of or default under:
- (i) any term or provision of any of the Charter Documents of the Purchaser;
- (ii) the terms of any material Contract to which the Purchaser is a party or by which it is bound; or
- (iii) any term or provision of any license, registration or qualification held by the Purchaser or to which the Purchaser is subject, under any order of any Governmental Authority or under any applicable Laws.
(e) Consents and Regulatory Approvals: Except for the approval of the TSXV, there is no Consent or Regulatory Approval that is required for the execution or delivery by the Purchaser of this Agreement, or the completion or performance by the Purchaser of any of the transactions contemplated by this Agreement, or the validity or enforceability of this Agreement against the Purchaser.
(f) Absence of Liens: The execution, delivery and performance of this Agreement by the Purchaser will not result in the creation or imposition of any lien, encumbrance or restriction of any nature whatsoever in favour of a third party upon or against any of the assets or properties of the Purchaser.
(g) Capitalization: The authorized share capital of the Purchaser consists of an unlimited number of Purchaser Shares, an unlimited number of Series 1 Class A restricted voting shares, and an unlimited number of preferred shares. As of the close of business on December 8, 2020, there were 55,406,866 Purchaser Shares and no other shares issued and outstanding, and 5,053,750 Purchaser Shares issuable upon the exercise of options to purchase Purchaser Shares issued under the Purchaser's share purchase option plan. Except for this Agreement or as disclosed above, there are no options, warrants, conversion privileges or other rights, shareholder rights plans, agreements, arrangements or commitments (pre-emptive, contingent or otherwise) of any character whatsoever requiring or which may require the issuance, sale or transfer by the Purchaser of any securities of the Purchaser (including Purchaser Shares), or any securities or obligations convertible into, or exchangeable or exercisable for, or otherwise evidencing a right or obligation to acquire, any securities of the Purchaser (including Purchaser Shares).
(h) Related Party Transactions. Other than as contemplated by this Agreement or as disclosed in the Purchaser Public Record, there are no Contracts or other transactions currently in place between the Purchaser or any of its subsidiaries, on the one hand, and, on the other hand: (i) any holder of record or, to the knowledge of the Purchaser, beneficial owner of 10% or more of the Purchaser Shares; (ii) any officer or director of Purchaser or any of its subsidiaries; or (iii) to the knowledge of Purchaser, any Affiliate or Associate of any such officer, director, holder of record or beneficial owner.
(i) Absence of Changes: Since January 1, 2020, the Purchaser and its subsidiaries have conducted their Business in the Ordinary Course and, except as disclosed in the Purchaser Public Record prior to the date of this Agreement, there has been no Material Adverse Effect in respect of the Purchaser and its subsidiaries, taken as a whole.
(j) Status of Metates Project: The Purchaser, collectively with its wholly-owned subsidiaries, is the legal and 100% beneficial owner of, possesses and has good and marketable title to the Metates Project.
(k) Adverse Proceedings: There are no material current, pending or in progress (or, to the knowledge of the Purchaser, threatened) actions, claims, demands, lawsuits, arbitrations, judgments, awards, decrees, orders, injunctions, prosecutions, investigations or other proceedings of, by or against the Purchaser or any of its subsidiaries, and there is no basis for any action, claim, demand, lawsuit, prosecution, arbitration, investigation or other proceeding of, by or against the Purchaser or any of its subsidiaries. There are no current, pending or in progress (nor to the knowledge of the Purchaser, threatened) actions, claims, demands, lawsuits, assessments, arbitrations, judgments, awards, decrees, orders, injunctions, prosecutions, investigations, or other proceeding in law or in equity, in connection with the transactions contemplated hereby.
(l) No Finder's Fees. Neither the Purchaser nor any of its subsidiaries has retained, engaged or entered into any contract, agreement or commitment (whether written or oral) with any Person who is or will be entitled to a broker's commission, finder's fee, investment banker's fee, transaction fee, success fee or similar payment in connection with the negotiation, execution or performance of this Agreement, the completion of any transaction contemplated hereby or introducing the Parties to each other.
(m) Issuance of Consideration Shares. Upon Closing, the Consideration Shares will have been validly issued as fully paid and non-assessable shares and the Vendors will have good and valid title to the Consideration Shares issued to the Vendors, free and clear of all Encumbrances. Upon Closing, the Consideration Shares will represent approximately 15.3% of all of the issued and outstanding Purchaser Shares.
(n) Reporting Issuer Status and Securities Law Matters: The Purchaser is a "reporting issuer" in good standing under the Applicable Securities Laws of all of the Provinces of Canada, and not on the list of reporting issuers in default under Applicable Securities Laws in any such Province. No delisting, suspension of trading in or cease trading order with respect to any securities of the Purchaser, and no inquiry or investigation (formal or informal) by any Securities Authority, is in effect or ongoing or, to the knowledge of the Purchaser, threatened or expected to be implemented or undertaken.
(o) Stock Exchange Listing: The Purchaser Shares are listed on the TSXV under the symbol "CKG" and the Purchaser is in compliance in all material respects with the applicable rules and regulations of such stock exchange.
(p) Purchaser Public Record: The Purchaser has filed all documents in the Purchaser Public Record required to be filed by it in accordance with Applicable Securities Laws. The documents comprising the Purchaser Public Record (i) did not, as of their respective dates or dates of amendment, if applicable, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances under which they were made, and (ii) complied in all material respects with the requirements of Applicable Securities Laws including the applicable policies of the TSXV relating to continuous disclosure requirements. The Purchaser has not filed any confidential material change report which, at the date hereof, remains confidential. There has been no change in a "material fact" or a "material change" (as those terms are defined under Applicable Securities Laws) in relation to the Purchaser, except for changes in material facts or material changes that are reflected in a document included in the Purchaser Public Record.

(q) Purchaser Financial Statements:

(i) The Purchaser's audited consolidated financial statements as at and for the year ended December 31, 2019 and its unaudited condensed consolidated interim financial statements as at and for the nine month period ended September 30, 2020 (collectively, the "Purchaser Financial Statements") were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of the Purchaser's independent auditors, and except that the unaudited Purchaser Financial Statements are subject to normal year-end adjustments, none of which individually or in the aggregate will be material in nature or amount) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of the Purchaser and its subsidiaries as of the dates thereof and for the periods indicated therein. There has been no material change in the Purchaser's accounting policies since January 1, 2019.
(ii) The Purchaser's management has established and maintained a system of disclosure controls and procedures designed to provide reasonable assurance that information required to be disclosed by the Purchaser in its annual filings, interim filings or other reports filed or submitted by it under Applicable Securities Laws is recorded, processed, summarized and reported within the time periods specified in such Applicable Securities Laws. Such disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed by the Purchaser in its annual filings, interim filings or other reports filed or submitted under Applicable Securities Laws is accumulated and communicated to the Purchaser's management, including its chief executive officer and chief financial officer (or persons performing similar functions), as appropriate to allow timely decisions regarding required disclosure.
(iii) To the Purchaser's knowledge, there are no material weaknesses in the design and implementation or maintenance of internal controls over its financial reporting that are reasonably likely to adversely affect its ability to record, process, summarize and report financial information.
(iv) Since January 1, 2019, the Purchaser has not received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim, whether written or oral, regarding the Purchaser's accounting or auditing practices, procedures, methodologies or methods, including any complaint, allegation, assertion or claim that the Purchaser has engaged in questionable accounting or auditing practices.
(r) Books and Records. The financial books, records and accounts of the Purchaser and its subsidiaries, in all material respects: (i) have been maintained, in the case of the Purchaser in accordance with IFRS, and in the case of its subsidiaries in accordance with generally accepted accounting principles of their respective governing jurisdictions; (ii) are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the assets of the Purchaser and its subsidiaries; and (iii) accurately and fairly reflect the basis for the Purchaser Financial Statements. The corporate records and minute books for each of the Purchaser and its subsidiaries contain, in all material respects, complete and accurate minutes of all meetings and resolutions of the directors and shareholders of the Purchaser and each of its subsidiaries held and/or passed, as applicable, since their incorporation or amalgamation, as the case may be.
(s) No Undisclosed Liabilities. Other than as disclosed in, or incurred in the ordinary course of business since the date of, the most recent Purchaser Financial Statements filed on SEDAR, the

Purchaser and its subsidiaries have no outstanding material indebtedness or material liabilities and are not party to or bound by any material suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar commitment with respect to the material obligations, liabilities or indebtedness of any person.

(t) Auditors**.** The auditors of the Purchaser are independent public accountants as required by applicable Laws and there is not now, and, to the knowledge of the Purchaser, there has never been, any reportable event (as defined in National Instrument 51-102 Continuous Disclosure Obligations of the Canadian Securities Administrators) with the present or any former auditors of the Purchaser.
(u) Tax Matters.
- (i) the Purchaser and each of its subsidiaries has timely filed all material Tax Returns required to be filed by them prior to the date hereof;
- (ii) the Purchaser and each of its subsidiaries has paid on a timely basis all Taxes which are due and payable, all assessments and reassessments of Taxes, and all other Taxes due and payable by them, other than those which are not material or which are being or have been contested in good faith and in respect of which reserves have been provided in the Purchaser Financial Statements;
- (iii) none of the Purchaser nor any of its subsidiaries has been notified or has knowledge of any pending audits, examinations, investigations or other proceedings in respect of any material Taxes at any level of government (including the federal, provincial or municipal level); and
- (iv) there are no outstanding agreements extending or waiving the statutory period of limitations applicable to any claim for, or the period for the collection or assessment or reassessment of, Taxes due from the Purchaser or any of its subsidiaries for any taxable period and no request for any such waiver or extension is currently pending.
(v) Compliance with Laws: The Purchaser and each of its subsidiaries is, and has at all times been, conducting its business in material compliance with all Laws applicable to it and its Business. Neither the Purchaser nor any of its subsidiaries is a party to, or bound by, any decree, order or arbitration award (or agreement entered into any administrative, judicial or arbitration proceeding with any Governmental Authority) with respect to or affecting the properties, assets, personnel or business activities of the Purchaser.
(w) Compliance with Environmental Laws: The Purchaser and each of its subsidiaries has complied in all material respects with all applicable Environmental Laws pertaining to it, and the operation of its Business and its assets. To the knowledge of the Purchaser, no condition exists or event has occurred, in either case which is under its control or in respect of which it has been given notice, which, with or without notice or the passage of time or both, would constitute a material violation by the Purchaser or any of its subsidiaries of, or give rise to any material liability of the Purchaser or any of its subsidiaries under, any applicable Environmental Laws.
(x) Compliance with Anti-Corruption Laws: The Purchaser and each of its subsidiaries and their respective directors and officers, and, to the knowledge of the Purchaser, their respective agents and other persons authorized to act on behalf of the Purchaser or any of its subsidiaries (collectively, the "Purchaser Representatives") are familiar with and are and have been in compliance with all Anti-Corruption Laws in connection with the Business of the Purchaser in

any jurisdiction in which the Purchaser or any of its subsidiaries operates, including without limitation, the CFPOA. Other than through the ownership of Purchaser Shares, no public official (i) holds an ownership or other economic interest, direct or indirect, in the Purchaser or any of its subsidiaries or in the contractual relationship formed by this Agreement, or (ii) serves as an officer, director or employee of the Purchaser or any of its subsidiaries. Without limiting the foregoing, neither the Purchaser nor any of its subsidiaries nor any of their respective directors or officers or, to the knowledge of the Purchaser, any Purchaser Representative has, directly or indirectly, offered, authorized, promised, condoned, participated in, consummated, or received notice of any allegation of:

(i) the making of any gift or payment of anything of value to any public official by any Person to obtain any improper advantage, affect or influence any act or decision of any such public official in relation to the Purchaser's Business, or assist the Purchaser or any of its subsidiaries in obtaining or retaining business for, or with, or directing business to, any Person;
(ii) the taking of any action by any Person on behalf of the Purchaser or any of its subsidiaries which (i) would violate the CFPOA, if taken by an entity subject to the CFPOA, or (ii) could reasonably be expected to constitute a violation of any applicable Anti-Corruption Laws;
(iii) the making of any false or fictitious entries in the books and records of the Purchaser or any of its subsidiaries by any Person; or
(iv) the using of any assets of the Purchaser or any of its subsidiaries for the establishment of any unlawful or unrecorded fund of monies or other assets, or the making of any unlawful or undisclosed payment.
(y) Violation of Laws. Neither the Purchaser nor any of its subsidiaries nor any of their respective directors or officers nor, to the knowledge of the Purchaser, any of the Purchaser Representatives have ever been found by a Governmental Authority to have violated any criminal or securities law or is subject to any indictment or any government investigation for bribery.
(z) Illegal Payments. Neither the Purchaser nor any of its subsidiaries nor any of their respective directors and officers nor, to the knowledge of the Purchaser, any other Person acting on behalf of the Purchaser or any of its subsidiaries has made, directly or indirectly, any illegal payment, gift, bribe, kickback, political contribution or other payment, regardless of form, whether in money, property, or services, to any Person (including any employee, company, organization or Governmental Authority), resulting in each case, in the Purchaser or any of its subsidiaries being in violation of any Anti-Corruption Laws, including to:
- (i) obtain favourable treatment in securing business or to otherwise obtain special concessions; or
- (ii) pay for favourable treatment for business secured or special concessions obtained in the past.
(aa) Misconduct: To the knowledge of the Purchaser, no officer or director of the Purchaser or any of its subsidiaries:
- (i) has been convicted of an indictable offence under the Criminal Code (Canada) or of any felony under the laws of the United States of America, or of any similar criminal offences

under the criminal legislation of any other jurisdiction, or of any quasi-criminal offence under the taxation, immigration, money laundering or securities legislation of Canada, the United States or any other jurisdiction, relating to fraud, dishonesty, terrorist activities or breach of applicable securities, corporations, competition, anti-money laundering, antibribery or taxation laws or who has been found in violation of standards of professional misconduct as prescribed by law or by a professional governing body;

(ii) is prohibited by law from acting as a director or officer of a company in any jurisdiction;
(iii) is subject to any material criminal, regulatory or administrative investigation or proceeding in relation to any matter described in any other subsection of this Section 4.1(aa) which has either been publicly announced or in respect of which written notice has been given to such Person; or
(iv) either directly or indirectly through an entity controlled by such officer or director, trades or has traded in or with countries (or Persons therein) in violation of any international sanctions laws enacted by the Federal Government of Canada or the Federal Government of the United States of America.
(bb) Solvency: Neither the Purchaser nor any of its subsidiaries is insolvent, nor has the Purchaser or any of its subsidiaries ever: (i) committed an act of bankruptcy; (ii) proposed a compromise or arrangement to its creditors generally; (iii) had any petition for a receiving order in bankruptcy filed against it; (iv) taken any proceeding with respect to a compromise or arrangement to creditors generally; (v) taken any proceeding to have itself declared bankrupt or wound-up; (vi) taken any proceeding to have a receiver appointed of any part of its assets; (vii) had any encumbrancer take possession of any of its property; or (viii) had any execution or distress become enforceable or become levied upon any of its property, and no events have occurred which, under applicable Laws, would be reasonably likely to justify the taking of any such proceedings in relation to the Purchaser or any of its subsidiaries. Neither the Purchaser nor its subsidiaries has made any voluntary arrangement with any of its creditors or is insolvent or unable to pay its debts as they fall due.

5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; RELIANCE

5.1 Survival of Vendors' Representations and Warranties

(a) The representations and warranties of the Vendors contained in this Agreement shall survive the completion of the transactions to be completed at the Closing and shall continue in full force and effect:
- (i) in the case of the Vendor Fundamental Representations or intentional misrepresentation or fraud, indefinitely;
- (ii) in the case of the representations and warranties set forth in Section 3.8 (Tax Matters), until sixty (60) days from the last date on which an assessment or reassessment for Taxes under the Tax Act or under any other Law imposing Taxes can be made against Alderley in respect of the dates or periods covered by such representations and warranties; or
- (iii) in the case of all other representations and warranties, for a period of twenty-four (24) months from and after the Closing Date.

(b) The termination of the survival period of the representations and warranties of the Vendors provided in this Section 5.1 shall not affect the rights of the Purchaser in respect of any Indemnity Claim pursuant to Article 8 made by the Purchaser in respect of which written notice has been provided by the Purchaser to the Vendors prior to the expiration of the applicable survival period provided herein.

5.2 Survival of Purchaser's Representations and Warranties

The representations and warranties of the Purchaser contained in this Agreement shall survive the completion of the transactions to be completed at the Closing and shall continue in full force and effect:

(a) in the case of the Purchaser Fundamental Representations or intentional misrepresentation or fraud, indefinitely; or
(b) in the case of all other representations and warranties, for a period of twenty-four (24) months from and after the Closing Date.

5.3 Survival of Covenants

Unless otherwise expressly provided in this Agreement, the covenants and agreements of the Parties contained in this Agreement shall survive the Closing and, notwithstanding such Closing, shall continue in full force and effect following the Closing Date for the benefit of the other Parties in accordance with the terms thereof.

5.4 No Other Representations and Warranties; Reliance

Other than as expressly set out in this Agreement or in any certificate or document delivered pursuant to this Agreement, the Parties have not made and do not make any representations or warranties whatsoever regarding the subject matter of this Agreement, express or implied. No Party shall be liable for any Losses resulting from or relating to any inaccuracy in or breach of any representation or warranty in this Agreement if the Party seeking indemnification for such Losses had actual knowledge of such breach at or before the Closing Time.

6. CONDITIONS PRECEDENT TO CLOSING

6.1 Conditions for the Benefit of the Purchaser

The completion of the Closing shall be subject to the satisfaction of the following conditions which are for the exclusive benefit of the Purchaser to be performed or complied with at or prior to the Closing Time:

(a) no order or judgment of any Governmental Authority shall have been issued or made and no legal or regulatory requirement shall remain to be satisfied, in either case which has the effect of making void, unlawful or otherwise prohibiting the purchase and sale of the Alderley Shares or the issuance of the Consideration Shares or any portion thereof as contemplated hereby;
(b) the Vendors shall have provided the Purchaser with all such information and documentation regarding Alderley or the Vendors as the TSXV may require in order to provide a final acceptance notice approving the acquisition by the Purchaser of the Alderley Shares and the issuance of the Consideration Shares to the Vendors as contemplated hereby;
(c) the TSXV shall have issued a final acceptance notice approving the acquisition by the Purchaser of the Alderley Shares and the issuance of the Consideration Shares to the Vendors, as contemplated hereby;
(d) each of the Pangbourne Employment Agreement, the Buffington Agreement and the Licensor Consent shall remain in full force and effect; and
(e) the Vendors shall have delivered or caused to be delivered to the Purchaser the following, each in form and substance satisfactory to the Purchaser, acting reasonably:
- (i) registration instructions for the Consideration Shares, duly executed by the Vendors;
- (ii) the Escrow Agreement, duly executed by the Vendors;
- (iii) one or more certificates of the Vendors (or, in the case of a Vendor which is a corporation, of an officer or director of such Vendor) dated as of the Closing Date certifying:
  - A. the truth and accuracy of the Vendors' representations and warranties at of the Closing Date (except for any representations and warranties made as of a specific date, which shall be true and accurate as of that date);
  - B. compliance with the covenants of the Vendors contained in this Agreement; and
  - C. in respect of Alderley Edge, (I) copies of its Charter Documents, (II) the resolutions of its directors authorizing the execution, delivery and performance of this Agreement and the agreements and transactions contemplated hereby to which it is a party, and (III) the incumbency of its authorized signatories;
- (iv) a certified copy of a resolution of the directors of Alderley approving the transfer of the Alderley Shares to the Purchaser pursuant to this Agreement;
- (v) copies of all Tax Returns of Alderley filed prior to the Closing Date as contemplated by Section 3.8(d);
- (vi) all material accounting, corporate and tax records and documentation (in either paper or electronic format) of Alderley in their possession;
- (vii) an opinion of legal counsel to Alderley Edge as to: (I) the corporate status, corporate power and authority of Alderley Edge, the due authorization, execution and delivery of this Agreement and the Escrow Agreement by Alderley Edge, and the enforceability of this Agreement and the Escrow Agreement against Alderley Edge; and (II) such other matters as the Purchaser or its counsel may reasonably request; and
- (viii) such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Purchaser to complete the transactions provided for in this Agreement.

6.2 Conditions for the Benefit of the Vendors

The completion of the Closing shall be subject to the satisfaction of the following conditions which are for the exclusive benefit of the Vendors to be performed or complied with at or prior to the Closing Time:

(a) no order or judgment of any Governmental Authority shall have been issued or made and no legal or regulatory requirement shall remain to be satisfied, in either case which has the effect of making void, unlawful or otherwise prohibiting the purchase and sale of the Alderley Shares or the issuance of the Consideration Shares or any portion thereof as contemplated hereby;
(b) the TSXV shall have issued a final acceptance notice approving the acquisition by the Purchaser of the Alderley Shares and the issuance of the Consideration Shares to the Vendors, as contemplated hereby;
(c) each of the Pangbourne Employment Agreement, the Buffington Agreement and the Licensor Consent shall remain in full force and effect; and
(d) the Purchaser shall have delivered or caused to be delivered to the Vendors the following, each in form and substance satisfactory to the Vendors, acting reasonably:
- (i) the Escrow Agreement, duly executed by the Purchaser and the Escrow Agent;
- (ii) a certificate of the Chief Executive Officer and Chief Financial Officer of the Purchaser dated as of the Closing Date certifying:
  - A. the truth and accuracy of the Purchaser's representations and warranties as of the Closing Date (except for any representations and warranties made as of a specific date, which shall be true and accurate as of that date);
  - B. compliance with the covenants of the Purchaser contained in this Agreement; and
  - C. (I) copies of the Charter Documents of the Purchaser, (II) the resolutions of the directors of the Purchaser authorizing the execution, delivery and performance of this Agreement and the agreements and transactions contemplated hereby to which the Purchaser is a party, and (III) the incumbency of the Purchaser's authorized signatories;
- (iii) an opinion of legal counsel to the Purchaser as to: (I) the corporate status, corporate power and authority of the Purchaser, the due authorization, execution and delivery of this Agreement and the Escrow Agreement by the Purchaser, and the enforceability of this Agreement and the Escrow Agreement against the Purchaser; (II) certain securities law matters; (III) the due and valid issuance of the Consideration Shares to the Vendors as fully-paid and non-assessable common shares in the capital of the Purchaser, and (IV) such other matters as the Vendors or their counsel may reasonably request; and
- (iv) all such other assurances, consents, agreements, documents and instruments as may be reasonably required by the Vendors to complete the transactions provided for in this Agreement.

6.3 Satisfaction of Conditions Precedent

Each Party shall use its commercially reasonable efforts and take all such reasonable actions as may be necessary or advisable to satisfy and fulfil, or cause to be satisfied and fulfilled, all the conditions set out in this Article 6 at or prior to the Closing. The Parties will co-operate in exchanging such information and providing such assistance as may be reasonably required in connection with the foregoing.

7. NON-COMPETITION, NON-SOLICITATION AND CERTAIN OTHER COVENANTS

7.1 Non-Competition

Each of the Vendors covenants in favour of the Purchaser and its subsidiaries (including Alderley at all times after the Closing) that, during the period commencing on the Closing Date and lasting until the date on which the last of the Consideration Shares have been released from escrow to the Vendors or surrendered to the Purchaser for cancellation pursuant to the Escrow Agreement (the "Restricted Period"), the Vendors will not (and in the case of any Vendor which is a corporation, will cause each of its Affiliates to not) (the Vendors and their Affiliates being collectively referred to herein as the "Restricted Parties"), without the prior written consent of the Purchaser (which may be withheld in its sole and absolute discretion), either alone or in partnership or jointly or in conjunction with any Person or Persons, whether as principal, agent, partner, co-venturer, shareholder, investor, creditor, director, officer, employee, advisor or consultant or in any other capacity, directly or indirectly:

(a) carry on, manage, organize, participate in, promote, advertise for, or be engaged in, any undertaking or business;
(b) have any financial or economic interest (including without limitation, an interest by way of royalty or other compensation arrangements) in, or in respect of, the business or undertaking of any Person; or
(c) advise, lend money to, guarantee the debts or obligations of, or knowingly permit his, her or its name or any part thereof to be used or employed by any Person engaged or concerned with or interested in any business,

which is the same or substantially similar to, or which competes with, all or any material part of the Business of Alderley, as it may be carried on by the Purchaser and its subsidiaries during the Restricted Period, provided, however, that neither this Section 7.1 nor Section 7.2 shall be construed as preventing any Restricted Party from owning, directly or indirectly, outstanding securities of a corporation or other entity which is in the mining industry and which is not utilizing the Technology; and further provided that neither this Section 7.1 nor Section 7.2 shall be construed as preventing any Restricted Party from acting as an employee, director, officer or contractor of the Purchaser or any of its Affiliates (including Alderley).

7.2 Non-Solicitation

Each of the Vendors covenants with the Purchaser and its Affiliates that, during the Restricted Period, the Restricted Parties will not, without the prior written consent of the Purchaser (which may be withheld in its sole and absolute discretion), either alone or in partnership or jointly or in conjunction with any Person or Persons, whether as principal, agent, partner, co-venturer, securityholder, investor, creditor, director, officer, employee, advisor or consultant or in any other capacity, directly or indirectly:

(a) solicit, divert or hire away, or attempt to solicit, divert or hire away, any independent contractor of, or any individual employed by, the Purchaser or persuade or attempt to persuade any such individual to terminate his or her contract of engagement or employment with the Purchaser; or
(b) impair or seek to impair the reputation of the Purchaser or any of its subsidiaries or any of their respective directors, officers or employees, or impair or seek to impair any relationships that the Purchaser or any of its subsidiaries has with its employees, customers, suppliers, agents or other parties with which the Purchaser or any of its subsidiaries does business or has contractual relations.

The foregoing shall not apply to situations in which: (i) prior to the date of this Agreement, any of the Vendors had a relationship with such Person and the Purchaser had no relationship with such Person; or (ii) a current or former employee, consultant or independent contractor of the Purchaser contacts a Restricted Party in response to a general advertisement made by or on behalf of such Restricted Party (or by any other Person of which such Restricted Party is a principal, agent, partner, co-venturer, shareholder, investor, creditor, director, officer, employee, advisor or consultant or acts in any other capacity) in an industry journal, magazine, newspaper or other publication or at trade shows or on the internet, or in response to any general advertisement made on behalf of such Restricted Party (or such other Person) to the public and third parties at large.

7.3 Consideration

(a) Allocation of Consideration: The Vendors agree that the consideration to be allocated to the foregoing non-competition and non-solicitation covenants shall be $1.00 in respect of each of the Vendors and that such consideration directly relates to the Vendors' sale of the Alderley Shares.
(b) Consideration Added to Proceeds of Disposition: Each of the Vendors agree to add the consideration received by the Vendors pursuant to Section 7.3(a) to their proceeds of disposition (as defined in section 54 of the Tax Act) from the sale of the Alderley Shares.
(c) Tax Treatment: Each Vendor and the Purchaser acknowledge that the conditions set forth in subsection 56.4(7) of the Tax Act are intended to be met such that subsection 56.4(5) of the Tax Act will apply to any "restrictive covenants" (as defined in subsection 56.4(1) of the Tax Act) granted by a Vendor pursuant to this Agreement. For greater certainty, each Vendor and the Purchaser agree and acknowledge that such restrictive covenants have been granted to maintain or preserve the fair market value of the Alderley Shares; and such Vendor deals at Arm's Length with the Purchaser.

7.4 Confidential Information

(a) In this Agreement, "Confidential Information" means any confidential, proprietary or nonpublic information pertaining to or concerning the Business of Alderley or the Purchaser, including, without limitation, such information in the possession of the Vendors (or any of them) prior to the Closing Time or obtained by any representative of any of them. "Confidential Information" includes, without limitation, all budgets, forecasts, analyses, marketing techniques, financial results, costs, pricing, margins, wages and salaries, bids and other business activities, all supplier and customer lists, all non-public intellectual property including trade secrets, metallurgical processes, unfiled patents, trade-marks, technical expertise and know-how, documentation including standard terms and agreements and all other information not generally known outside either such Business except to Persons through normal course business dealings with such Business, and for greater certainty includes all "Information", as such term is defined in the Licensor Confidentiality Agreement. Confidential Information shall not include (i) any information that is or becomes generally available to the public, other than as a result of an unauthorized disclosure by the Vendors or any of their respective Affiliates, Associates or representatives, or (ii) any information the Purchaser has otherwise consented to such disclosure in writing, in its sole and absolute discretion.
(b) The Vendors agree, and shall cause each of their respective Affiliates and representatives, to keep in confidence all Confidential Information for the duration of the Restricted Period, and except where and to the extent that:
(i) such Person is employed or engaged as a consultant or independent contractor by the Purchaser or any of its Affiliates, directly or indirectly, and disclosure by such Person is necessary in the fulfilment of such employment or engagement or is made at the request of Purchaser or any such Affiliate); or
(ii) disclosure is required by any court of law, arbitrator or Governmental Authority,

such Person will not, during the Restricted Period, disclose or reveal in any manner whatsoever, the Confidential Information to any other person, nor shall such Person make any use thereof, directly or indirectly, during the Restricted Period for any purpose other than the purposes of the Purchaser and its Affiliates.

(c) In the event that any of the Vendors or any of their Affiliates or representatives is required during the Restricted Period to make a disclosure of Confidential Information that is required by applicable Laws or order of any court or arbitrator, such Vendor shall, to the extent permitted by such applicable Laws or such court or arbitral order, promptly notify the Purchaser in writing prior to making such disclosure and shall permit the Purchaser, at the expense of the Purchaser, to seek a protective order or take other appropriate actions, and shall reasonably cooperate in the Purchaser's efforts, to maintain the confidentiality of the Confidential Information.
(d) The Parties agree that nothing in this Section 7.4 shall be construed to limit or negate any common law of torts or trade secrets that provides the Purchaser and its Affiliates with broader protection than that provided herein.

7.5 Purchaser Covenants

The Purchaser covenants with the Vendors that, at all times during the Restricted Period:

(a) the Purchaser shall cause Alderley to remain a company in good standing existing under the laws of the Province of British Columbia, and not to be dissolved or liquidated;
(b) the Purchaser shall not cause or permit any sale, transfer or disposition of any of the Alderley Shares, or the assignment by Alderley of the License Agreement or any of Alderley's rights, benefits or obligations thereunder, to any Person, directly or indirectly, except:
- (i) in the case of a sale, transfer or disposition of any of the Alderley Shares to a whollyowned subsidiary of the Purchaser, where prior written notice thereof is provided to Alderley Edge; or
(c) the Purchaser shall: (i) cause the License Agreement to remain in good standing; (ii) comply, and cause Alderley and each of its Affiliates to comply, in all material respects with the terms of the License Agreement; and (iii) not enter into any transaction or Contract or take (or fail to take) any action, or cause or permit Alderley or any of its Affiliates to enter into any transaction or Contract or take (or fail to take) any action, which constitutes or results (or would with the giving of notice by the Licensor, the lapse of time or the happening of any other event or condition constitute or result) in a violation or breach of or default under the License Agreement.

7.6 Vendors' Covenants

(a) License Agreement. The Vendors covenant with the Purchaser that at all times during the Restricted Period they shall do all things reasonably requested by the Purchaser to ensure that the Purchaser is able to comply with Section 7.5(c) and not take any action that would reasonably be expected to impede the Purchaser's ability to comply with Section 7.5(c).
(b) Alderley Deemed Year End Tax Returns. The Vendors shall at their sole cost and expense prepare and file, on behalf of and in the name of Alderley, all Tax Returns required by applicable Laws to be filed for the taxation year of Alderley ending on the Closing Date, and such Tax Returns shall be filed within ninety (90) days following the Closing Date. At least thirty (30) days prior to filing such Tax Returns, the Vendors shall first supply draft copies of such Tax Returns to the Purchaser, and shall reflect in such Tax Returns such reasonable comments as may be provided by the Purchaser or its tax advisors.

7.7 Acknowledgement

Each Party hereby acknowledges and agrees that all restrictions contained in this Article 7 constitute separate and independent restrictions, are reasonable and valid and hereby waives all defences to the strict enforcement thereof by the other Parties, and that the duration, extent and application of each restriction are no greater than is reasonable and necessary to protect the interests of the other Parties, their Affiliates and (in the case of restrictions on the Vendors) the Business of each of Alderley and the Purchaser and to ensure that the Purchaser receives the full benefit of the goodwill of such Business. Furthermore, notwithstanding any other provision contained herein, each Party acknowledges that a breach of any of the provisions of this Article 7 may result in the other Parties and their Affiliates suffering irreparable harm which cannot be calculated or fully or adequately compensated by recovery of damages alone. Accordingly, each Party agrees that, in addition to any other relief to which any Party may become entitled, each Party shall be entitled to interim and permanent injunctive relief, specific performance and other equitable remedies in respect of the restrictions contained in this Article 7.

8. INDEMNIFICATION

8.1 Indemnity by the Vendors

(a) Each of the Vendors hereby severally (and not jointly) agrees to indemnify and save harmless the Purchaser and its successors and assigns and Affiliates and each of their respective officers, directors, employees, representatives and agents (collectively, the "Purchaser Indemnitees") from and against any and all Losses suffered or incurred by the Purchaser Indemnitees as a result of or arising directly from, out of, with respect to or in connection with any of the following:
- (i) any breach or inaccuracy of any representation or warranty of such Vendor contained in Section 3.1;
- (ii) any breach, non-performance or non-fulfillment of any term or covenant to be observed or performed by such Vendor under this Agreement or any other agreement or document delivered pursuant to this Agreement; or
- (iii) any withholding Taxes owing or that may become owing by such Vendor in respect of the Consideration Shares, it being understood and agreed that all such Taxes are for the account of such Vendor and shall be paid by such Vendor as and when due.
(b) Alderley Edge hereby agrees to indemnify and save harmless the Purchaser Indemnitees from and against any and all Losses suffered or incurred by the Purchaser Indemnitees as a result of or arising directly from, out of, with respect to or in connection with any of the following:
- (i) any breach or inaccuracy of any representation or warranty of the Vendors contained in this Agreement other than in Section 3.1;
- (ii) any Taxes owing or that may become owing by Alderley in respect of any taxation year or period ending on or before the Closing Date or, where any taxation year or period commences before the Closing Date and ends after the Closing Date, the portion of such taxation year or period that ends at the end of the day that immediately precedes the Closing Date; or
- (iii) any Indebtedness or related party obligations of Alderley to the extent not paid out at or prior to the Closing Date.
(c) For the purposes of Sections 8.1(a) and 8.1(b), (i) Losses suffered by Alderley shall be deemed to be Losses suffered by the Purchaser, (ii) Losses of the Purchaser Indemnitees are not limited to matters asserted by third parties against the Purchaser Indemnitees but include Losses incurred or sustained by the Purchaser Indemnitees in the absence of third party claims, and (iii) payments by the Purchaser Indemnitees of amounts for which the Purchaser Indemnitees are indemnified shall not be a condition precedent to recovery.
(d) The obligations of any Vendor(s) to indemnify the Purchaser Indemnitees in respect of an Indemnity Claim relating to any representation and warranty of the Vendors are subject to and conditional upon the Purchaser Indemnitees providing written notice of such Indemnity Claim to such Vendor(s) prior to the expiry of the relevant time period set forth in Section 5.1(a).
(e) The Purchaser acknowledges and agrees that in no event shall the Vendors be required to indemnify the Purchaser Indemnitees pursuant to this Agreement in an aggregate amount exceeding the lesser of (A) , or (B) [Redacted - Commercially sensitive information] of the aggregate market value of the Consideration Shares based upon the volume-weighted average trading price of the Purchaser Shares on the TSXV for the five (5) trading days immediately preceding the date of this Agreement. Subject to the foregoing maximum amount of indemnification, payment of any Indemnity Claim shall be made:
- (i) first, in the form of the surrender to the Purchaser for cancellation (for no additional consideration) of such number of Consideration Shares held in escrow in the name(s) of the indemnifying Vendor(s) pursuant to the Escrow Agreement as of the date on which written notice of such Indemnity Claim is given by the Purchaser, as represent a market value equal to the amount of such Indemnity Claim, based upon the volume-weighted average trading price of the Purchaser Shares on the TSXV (or such other recognized stock exchange on which the Purchaser Shares may at the relevant time be listed for trading) for the five (5) trading days immediately preceding the date on which such notice was given; and
- (ii) second, to the extent of any deficiency, in cash.

8.2 Indemnity by the Purchaser

(a) The Purchaser hereby agrees to indemnify and save harmless the Vendors and, in the case of Vendors which are corporations, their Affiliates and their respective officers, directors, employees, representatives and agents (collectively, the "Vendor Indemnitees") from and against any and all Losses suffered or incurred by the Vendor Indemnitees as a result of or arising directly or indirectly from, out of, with respect to or in connection with any of the following:

(i) any breach or inaccuracy of any representation or warranty of the Purchaser contained in this Agreement; and
(ii) any breach, non-performance or non-fulfillment of any term or covenant to be observed or performed by the Purchaser under this Agreement or any other agreement or document delivered pursuant to this Agreement.
(b) The obligations of the Purchaser to indemnify the Vendor Indemnitees in respect of an Indemnity Claim relating to any representation and warranty of the Purchaser are subject to and conditional upon the Vendor Indemnitees providing written notice of such Indemnity Claim to the Purchaser prior to the expiry of the relevant time period set forth in Section 5.2.

8.3 Indemnity Claims

(a) As soon as reasonably practicable after becoming aware of any matter that may give rise to an Indemnity Claim, the Purchaser or the Vendors, as the case may be, will provide to the other, written notice of the Indemnity Claim specifying (to the extent that information is available) the factual basis for the Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, an estimate of the amount of the Indemnity Claim if an estimate is feasible in the circumstances.
(b) If any Purchaser Indemnitee or Vendor Indemnitee is not a Party to this Agreement, each of the relevant Parties shall obtain and hold the right and benefit of the provisions of this Article 8 in trust for and on behalf of its related indemnified persons.

9. MISCELLANEOUS

9.1 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 in such Province and this Agreement shall be treated, in all respects, as a British Columbia contract. Each of the Parties hereby attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia in respect of all matters arising under and in connection with this Agreement.

9.2 Notices

Any notice, request, demand or other communication required or permitted to be given under this Agreement shall be in writing and delivered personally or sent to the Party entitled to receive it by registered mail or e-mail in each case with a delivery receipt requested and addressed as follows:

(a) If to Alderley Edge:

[Redacted – Personal information]

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

Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6 Attention: Brian Graves Email: [email protected]

(b) If to Dhatt:

[Redacted – Personal information]

(d) If to Ngo:

[Redacted – Personal information]

(e) If to the Purchaser:

Chesapeake Gold Corp. #201-1512 Yew Street Vancouver, British Columbia V6K 3E4 Attention: P. Randy Reifel

[Redacted – Personal information]

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

Koffman Kalef LLP 885 West Georgia Street. Vancouver, British Columbia V6C 3H4 Attention: Bernard Poznanski Email: [email protected]

or to such other address or e-mail address as such Party may specify in writing by notice given in accordance with this Section 9.2. Any such notice, request, demand or other communication given as aforesaid shall:

(i) if delivered personally, be deemed to have been received on the date of delivery;
(ii) if sent by registered mail, be deemed to have been received on the third (3rd) Business Day following the date of mailing
(iii) if sent by e-mail, be deemed to have been received when the e-mail is received by the recipient if received before 5:00 p.m. (local time) on a Business Day, or on the next Business Day if such e-mail is received on a day which is not a Business Day or after 5:00 p.m. (local time) on a Business Day.

In the event of any discontinuance or disruption of mail or e-mail services at any time prior to the deemed receipt of any notice, to be validly given all notices, requests, demands and other communications must be delivered or sent by a communication service which is not discontinued or disrupted.

9.3 Further Assurances

Each of the Parties shall execute and deliver such further documents and do such further acts and things as may be reasonably required from time to time, either before, on or after the Closing Date, to carry out the full intent and meaning of this Agreement and to assure to the Purchaser good and valid title to the Alderley Shares, free and clear of all Encumbrances.

9.4 Time of the Essence

Time shall be of the essence of this Agreement.

9.5 Expenses

Each Party shall pay all of its own fees, costs and expenses (including, without limitation, fees, costs and expenses of legal counsel, accountants, investment bankers, brokers or other representatives and consultants and appraisal fees, costs and expenses) incurred in connection with the negotiation of this Agreement and the other agreements contemplated hereby, the performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby.

9.6 Announcements and Disclosure

(a) Except as required by Law, Governmental Authority (including the policies of any stock exchange) or as may reasonably be required in order to obtain the consents contemplated by this Agreement, no announcements concerning the transactions contemplated by this Agreement may be made by:

(i) any Party, its employees, agents or representatives prior to the Closing unless previously approved by the Vendors and the Purchaser, or
(ii) by Alderley or the Vendors, and their respective employees, agents or representatives, on or after the Closing unless previously approved by the Purchaser.

Notwithstanding the foregoing, the Purchaser may disclose this Agreement in connection with a bona fide due diligence disclosure made to a third party pursuant to industry-standard confidentiality obligations and, on or after the Closing Date, make such announcements or public disclosures concerning the transactions contemplated by this Agreement as it considers necessary or appropriate.

(b) If a Party or any of its Affiliates is required to file a copy of this Agreement or any other agreement or other document contemplated hereby in any public registry, filing system or depository, including SEDAR, in order to comply with applicable Laws, it shall notify the other Parties of such requirement and the Parties shall consult with each other with respect to any proposed redactions to this Agreement or any such other agreement or document in compliance with applicable Laws before it is filed in any such registry, filing system or depository.

9.7 Enurement

The provisions of this Agreement shall be binding upon and enure to the benefit of the Parties and their respective heirs, executors, administrators, successors and permitted assigns, including, without limitation, any successor corporation formed pursuant to any amalgamation of the Purchaser or any of its Affiliates and Alderley.

9.8 Assignment

No Party may assign its interest in this Agreement without the prior written consent of the other Parties. Notwithstanding the foregoing, the Purchaser may, upon prior notice but without the consent of the other Parties, at or prior to the Closing Time, assign its rights and obligations hereunder to a wholly-owned subsidiary provided that such assignment will not relieve the Purchaser from its liabilities and obligations hereunder.

9.9 Third Party Beneficiaries

Except as set out in Article 8 or as otherwise expressly provided herein, this Agreement shall not benefit or create any right or cause of action in, or on behalf of, any Person other than the Parties to this Agreement and Alderley, and no Person, other than the Parties to this Agreement and Alderley, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum.

9.10 Entire Agreement

This Agreement constitutes the entire agreement between the Parties and supersede all prior agreements, representations, warranties, statements, promises, information, arrangements and understandings, whether oral or written, express or implied, with respect to the subject matter hereof, including, without limitation, the exclusivity letter dated September 14, 2020 between Alderley and the Purchaser.

9.11 Invalidity

Each of the provisions contained in this Agreement is distinct and severable and a determination of illegality, invalidity or unenforceability of any such provision or part hereof by a court of competent jurisdiction shall not affect the validity or enforceability of any other provision hereof, unless as a result of such determination this Agreement would fail in its essential purposes, provided that in the event that any provision hereof is determined to be illegal, invalid or unenforceable in any respect, the parties shall negotiate in good faith to replace any such provision with such other legal, valid and enforceable provision as most closely replicates the intended economic effect and rights and benefits of the impugned provision.

9.12 Waiver and Amendment

(a) Except as otherwise provided herein, any provision of this Agreement may be amended or waived if, but only if, such amendment or waiver is in writing and is signed, in the case of an amendment, by each Party to this Agreement, or in the case of a waiver, by the Party against whom the waiver is to be effective.
(b) No failure or delay by any Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

9.13 Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Counterparts may be delivered by fax, email, .pdf format, or other means of electronic transmission.

[Signature page follows]

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

) )

CHESAPEAKE GOLD CORP.

By:_"Randy Reifel"_______________

(Authorized Signatory)

ALDERLEY EDGE INVESTMENTS LTD.

By*:_"Alan Pangbourne"____________________ (Authorized Signatory)*

) Signed in the presence of:

) ____________________________________

"Thezpaul Dhatt" THEZPAUL DHATT

) (Witness Signature)

485374 B.C. LTD.

By*:_"Harry Pokrandt"_____________________ (Authorized Signatory)*

"Joshua Ngo" JOSHUA NGO ) Signed in the presence of:

) (Witness Signature)

SCHEDULE A

ISSUED AND OUTSTANDING SHARE CAPITAL OF ALDERLEY

Name	Number and Class of Shares	ShareCertificateNumber(s)
Alderley EdgeInvestments Ltd.	common shares	C-11, C-16
Thezpaul Dhatt	common shares	C-13, C-15
485374 B.C. Ltd.	common shares	C-14
Joshua Ngo	common shares	C-12

[Redacted - Commercially sensitive information]

AI assistant

Chesapeake Gold Corp. — Merger & Acquisition 2021

45246_rns_2021-01-21_475c7204-e142-4096-aa82-67c749c744b8.pdf

SHARE PURCHASE AGREEMENT

ALDERLEY EDGE INVESTMENTS LTD., THEZPAUL DHATT, 485374 B.C. LTD. and JOSHUA NGO

CHESAPEAKE GOLD CORP.

SHARE PURCHASE AGREEMENT

WHEREAS:

1. INTERPRETATION

1.1 Definitions

1.2 Gender, Number and Other Terms

1.3 Headings and Table of Contents

1.4 Statutes

1.5 No Contra Preferentum / No Strict Construction

1.6 Meaning of Knowledge

1.7 Currency

1.8 Schedules

1.9 Cross-References

1.10 Non-Business Days

1.11 References to Whole Agreement

2. PURCHASE AND SALE OF ALDERLEY SHARES

2.1 Purchase and Sale of Alderley Shares

2.2 Consideration Shares

2.3 Closing Deliveries

2.4 Tax Elections

2.5 Escrow of Consideration Shares

3. REPRESENTATIONS AND WARRANTIES OF THE VENDORS

3.1 Vendors' Representations and Warranties

3.2 Corporate Status of Alderley

3.3 Capitalization

3.4 Assets

3.5 Business Operations

3.6 Financial

3.7 Insurance Policies

3.8 Tax Matters

3.9 Employee Matters

3.10 Litigation and Claims

3.11 Contracts and Commitments

3.12 Consents and Regulatory Approvals

3.13 Environmental

3.14 Compliance with Anti-Corruption Laws; Absence of Government Interests.

3.15 Misconduct

3.16 No Finder's Fees

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

4.1 Representations and Warranties of the Purchaser

(q) Purchaser Financial Statements:

5. SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS; RELIANCE

5.1 Survival of Vendors' Representations and Warranties

5.2 Survival of Purchaser's Representations and Warranties

5.3 Survival of Covenants

5.4 No Other Representations and Warranties; Reliance

6. CONDITIONS PRECEDENT TO CLOSING

6.1 Conditions for the Benefit of the Purchaser

6.2 Conditions for the Benefit of the Vendors

6.3 Satisfaction of Conditions Precedent

7. NON-COMPETITION, NON-SOLICITATION AND CERTAIN OTHER COVENANTS

7.1 Non-Competition

7.2 Non-Solicitation

7.3 Consideration

7.4 Confidential Information

7.5 Purchaser Covenants

7.6 Vendors' Covenants

7.7 Acknowledgement

8. INDEMNIFICATION

8.1 Indemnity by the Vendors

8.2 Indemnity by the Purchaser

8.3 Indemnity Claims

9. MISCELLANEOUS

9.1 Governing Law

9.2 Notices

[Redacted – Personal information]

(e) If to the Purchaser:

9.3 Further Assurances

9.4 Time of the Essence

9.5 Expenses

9.6 Announcements and Disclosure

9.7 Enurement

9.8 Assignment

9.9 Third Party Beneficiaries

9.10 Entire Agreement

Chesapeake Gold Corp. Merger & Acquisition 2021