Execution Version

BUSINESS COMBINATION AGREEMENT

B E T W E E N

9 CAPITAL CORP.

and

2811807 ONTARIO INC.

and

CHURCHILL DIAMOND CORPORATION

MADE AS OF JANUARY 31, 2021

ARTICLE	1	INTERPRETATION ...............................................................................................1
1.01		Defined Terms .........................................................................................................1
1.02		Headings ................................................................................................................10
1.03		Extended Meanings ................................................................................................10
1.04		Statutory References ..............................................................................................10
1.05		Accounting Principles ............................................................................................10
1.06		Currency .................................................................................................................10
1.07		Schedules ...............................................................................................................10
ARTICLE	2	BUSINESS COMBINATION ...............................................................................11
2.01		Business Combination ...........................................................................................11
2.02		Outstanding Options and Warrants ........................................................................13
2.03		Dissent Rights ........................................................................................................14
ARTICLE	3	REPRESENTATIONS AND WARRANTIES OF CHURCHILL....................14
3.01		Incorporation and Registration ..............................................................................14
3.02		Subsidiaries ............................................................................................................15
3.03		Bankruptcy, etc. .....................................................................................................15
3.04		Due Authorization, etc. ..........................................................................................15
3.05		Absence of Conflict ...............................................................................................15
3.06		Capital Stock ..........................................................................................................16
3.07		Options and Other Convertible Securities .............................................................16
3.08		No Pre-Emptive Rights ..........................................................................................16
3.09		Financial Statements ..............................................................................................16
3.10		Absence of Changes ...............................................................................................16
3.11		Internal Controls Over Financial Reporting ..........................................................16
3.12		Ordinary Course .....................................................................................................17
3.13		No Restrictions on Activities .................................................................................17
3.14		Extent of Liabilities................................................................................................17
3.15		Non-Arm’s Length Transactions ...........................................................................17
3.16		No Guarantees ........................................................................................................17
3.17		Intellectual Property ...............................................................................................17
3.18		Assets .....................................................................................................................18
3.19		Mineral Rights .......................................................................................................18
3.20		Technical Report ....................................................................................................20
3.21		Churchill Material Contracts ..................................................................................20
3.22		Other Contracts ......................................................................................................21
3.23		Taxes and Governmental Charges .........................................................................21
3.24		Environmental Matters...........................................................................................22
3.25		Absence of Litigation, etc. .....................................................................................22
3.26		Compliance with Laws ..........................................................................................22
3.27		Authorizations and Consents .................................................................................22

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3.28	Employment Matters and Employee Plans ............................................................23
3.29	No Powers of Attorney ..........................................................................................23
3.30	Insurance ................................................................................................................24
3.31	Authorizations ........................................................................................................24
3.32	Fees and Commissions ...........................................................................................24
3.33	Books and Records ................................................................................................24
3.34	Restrictions on Business Combination ..................................................................24

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF 9 CAPITAL AND SUBCO24

4.01	Incorporation ..........................................................................................................25
4.02	Subsidiaries ............................................................................................................25
4.03	Bankruptcy, etc. .....................................................................................................25
4.04	Due Authorization, etc. ..........................................................................................25
4.05	Absence of Conflict ...............................................................................................25
4.06	Capital Stock ..........................................................................................................26
4.07	Options and Other Convertible Securities .............................................................26
4.08	Voting Agreements ................................................................................................26
4.09	Financial Statements ..............................................................................................26
4.10	Absence of Changes ...............................................................................................27
4.11	Internal Controls Over Financial Reporting ..........................................................27
4.12	Ordinary Course .....................................................................................................27
4.13	No Restrictions on Activities .................................................................................27
4.14	Liabilities ...............................................................................................................27
4.15	Non-Arm’s Length Transactions ...........................................................................27
4.16	No Guarantees ........................................................................................................28
4.17	9 Capital Material Contracts ..................................................................................28
4.18	Other Contracts ......................................................................................................28
4.19	Title to Property and Assets ...................................................................................28
4.20	Taxes and Governmental Charges .........................................................................28
4.21	Absence of Litigation, etc. .....................................................................................29
4.22	Compliance with Laws ..........................................................................................29
4.23	Authorizations and Consents .................................................................................30
4.24	Employment Matters and Employee Plans ............................................................30
4.25	No Powers of Attorney ..........................................................................................31
4.26	Insurance ................................................................................................................31
4.27	Authorizations ........................................................................................................31
4.28	Fees and Commissions ...........................................................................................31
4.29	Books and Records ................................................................................................31
4.30	Restrictions on Business Combination ..................................................................31
4.31	Reporting Issuer Status ..........................................................................................32
4.32	TSXV Policies .......................................................................................................32
4.33	Expenses and Obligations ......................................................................................32
4.34	Share Issuance ........................................................................................................32
4.35	Shareholder Approval ............................................................................................32
4.36	Public Disclosure Documents ................................................................................32
4.37	No Misrepresentation .............................................................................................32

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4.38	TSXV Listing .........................................................................................................33
4.39	Information Supplied .............................................................................................33

ARTICLE 5 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES3

5.01		Survival of Covenants, Representations and Warranties .......................................33
ARTICLE	6	COVENANTS ........................................................................................................33
6.01		Access to Churchill ................................................................................................33
6.02		Access to 9 Capital.................................................................................................34
6.03		Confidentiality .......................................................................................................34
6.04		Filings ....................................................................................................................36
6.05		Conduct of Churchill Prior to Closing ...................................................................36
6.06		Conduct of 9 Capital Prior to Closing....................................................................37
6.07		Standstill of Churchill ............................................................................................39
6.08		Standstill of 9 Capital.............................................................................................40
6.09		Change to Directors and Officers of 9 Capital.......................................................40
ARTICLE	7	CONDITIONS OF CLOSING .............................................................................40
7.01		Conditions in Favour of 9 Capital ..........................................................................40
7.02		Conditions in Favour of Churchill .........................................................................42
7.03		Filing Articles ........................................................................................................43
7.04		Further Assurances.................................................................................................44
ARTICLE	8	TERMINATION ....................................................................................................44
8.01		Termination ............................................................................................................44
8.02		Effect of Termination .............................................................................................44
8.03		Waivers and Extensions .........................................................................................45
ARTICLE	9	MISCELLANEOUS ..............................................................................................45
9.01		Further Assurances.................................................................................................45
9.02		Transaction Costs ...................................................................................................45
9.03		Time of the Essence ...............................................................................................45
9.04		Public Announcements ..........................................................................................45
9.05		Benefit of the Agreement .......................................................................................46
9.06		Entire Agreement ...................................................................................................46
9.07		Amendments and Waivers .....................................................................................46
9.08		Assignment ............................................................................................................46
9.09		Notices ...................................................................................................................46
9.10		Remedies Cumulative ............................................................................................47
9.11		Governing Law ......................................................................................................47
9.12		Attornment .............................................................................................................47
9.13		Counterparts ...........................................................................................................48
9.14		Electronic Execution ..............................................................................................48

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SCHEDULES

Schedule A – Amalgamation Agreement Schedule B – Churchill Disclosure Schedule Schedule C – 9 Capital Disclosure Schedule

BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT is made as of January 31, 2021

A M O N G:

9 CAPITAL CORP. , a corporation incorporated under the laws of the Province of Ontario,

(hereinafter called “ 9 Capital ”),

and -

2811807 ONTARIO INC. , a corporation incorporated under the laws of the Province of Ontario,

(hereinafter called “ Subco ”),

and –

CHURCHILL DIAMOND CORPORATION , a corporation incorporated under the laws of the Province of Ontario,

(hereinafter called “ Churchill ”),

WHEREAS 9 Capital is a capital pool company that is a reporting issuer in the provinces of British Columbia, Alberta and Ontario whose common shares are listed on the TSX Venture Exchange (the “ TSXV ”);

AND WHEREAS Churchill is engaged in the Churchill Business (as defined herein);

AND WHEREAS 9 Capital desires to acquire all of the issued and outstanding shares of Churchill by means of a three-cornered amalgamation among 9 Capital, Churchill and Subco as 9 Capital’s “Qualifying Transaction” pursuant to TSXV Policy 2.4 – Capital Pool Companies (“ TSXV Policy 2.4 ”);

NOW THEREFORE , in consideration of the covenants and agreements herein contained, the parties agree as follows:

ARTICLE 1 INTERPRETATION

1.01 Defined Terms

In this Agreement, unless something in the subject matter or context is inconsistent therewith:

“ 9 Capital ” means 9 Capital Corp., a corporation incorporated under the OBCA;

“ 9 Capital Circular ” means the management information circular of 9 Capital to be provided to the 9 Capital Shareholders in respect of the Transaction Resolutions and the other matters (if any) to be considered at the 9 Capital Meeting;

“ 9 Capital Disclosure Schedule ” means the disclosure schedule attached as Schedule C to this Agreement;

“ 9 Capital Financial Statements ” means, collectively, the audited financial statements of 9 Capital for fiscal year ended December 31, 2019 and 2018, and the interim financial statements of 9 Capital for period ended September 30, 2020;

“ 9 Capital Material Adverse Effect ” means a material adverse effect on (i) the business, assets, liabilities, condition (financial or otherwise), management, results of operations or shareholders’ equity of 9 Capital, (ii) the ability of Subco to complete the Amalgamation, or (iii) the ability of 9 Capital to complete the Amalgamation and the Business Combination; provided, however, that this will not include any fact, circumstance, event, change, effect, or occurrence: (A) relating to the global economy or securities markets in general; or (B) changes in general economic conditions in Canada or any country or region in the world, or changes in conditions in the global economy generally; (C) changes in conditions in the financial markets, credit markets or capital markets in Canada or any other country or region in the world; (D) changes in political conditions in Canada or any other country or region in the world; (E) acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in Canada or any other country or region in the world; (F) changes to the market price of base or precious metals or relating to changes in currency exchange rates, interest rates, monetary policy or inflation (G) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in Canada or any other country or region in the world; (H) the announcement of this Agreement or the pendency of consummation of the transactions contemplated hereby; (I) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or the failure to take any action prohibited by this Agreement; (J) any actions or failure to take action, in each case, to which Churchill has in writing expressly approved, consented to or requested; (K) changes in law or other legal or regulatory conditions (or the interpretation thereof); or (L) any general outbreaks of sickness or pandemics, including any event, change or effect relating to or caused by the COVID-19 pandemic, to the extent that there is any material adverse development related thereto after the date of this Agreement, or similar event or the escalation thereof;

“ 9 Capital Meeting ” means the annual and special meeting of the holders of Existing 9 Capital Shares to be held to approve, among other matters, the Transaction Resolutions and any and all adjournments or postponements of such meeting;

“ 9 Capital Option ” means an option to purchase an Existing 9 Capital Share;

“ 9 Capital Ordinary Course ” means, with respect to any actions taken by 9 Capital, that such action is consistent with the practices of a capital pool company in accordance with the policies of the TSXV;

“ 9 Capital Plan ” means the stock option plan for the directors, officers, employees and consultants of 9 Capital in effect on the date hereof;

“ 9 Capital Shares ” means common shares in the capital of 9 Capital, after giving effect to the Consolidation;

“ Accredited Investor ” means an “accredited investor” within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act;

“ Affiliate ” of any person means, at the time such determination is being made, any other person who has control or who is controlled by or under common control with such first person, where “ control ” means the possession, directly or indirectly, of the power to direct the management and policies of a person through the legal or beneficial ownership of voting securities, the right to appoint directors or management, by contract, voting trust, or otherwise; and the terms “ controlling ” and “ controlled ” have meanings correlative to the foregoing;

“ Agreement ” means this agreement, including its recitals and schedules, as amended from time to time;

“ Amalco ” has the meaning set out in Section 2.01(e);

“ Amalco Shares ” means common shares in the capital of Amalco;

“ Amalgamation ” means the amalgamation of Churchill and Subco pursuant to section 174 of the OBCA as contemplated by this Agreement;

“ Amalgamation Agreement ” means the amalgamation agreement in the form attached hereto as Schedule “A” to be entered into between Churchill and Subco pursuant to section 175 of the OBCA to effect the Amalgamation;

“ Articles of Amalgamation ” means the articles of Amalgamation to be filed with the Director, in the form agreed to between 9 Capital and Churchill, each acting reasonably;

“ Assets ” means the assets, undertaking, property and rights of Churchill, of every kind and description and wheresoever situated, including the Contracts to which Churchill is a party or has rights or obligations under and all other assets and property that Churchill purports to own and all assets and property reflected as being owned by Churchill in its financial books and records;

“ Authorization ” means any order, permit, approval, consent, waiver, license, certificates, registrations or similar authorization of any Governmental Authority having jurisdiction including, but not limited to, environmental permits;

“ Board Change ” means the appointment of the new members to the board of directors of the Resulting Issuer;

“ Business Combination ” means the business combination among 9 Capital, Subco and Churchill pursuant to which Churchill Shareholders will receive 9 Capital Shares on the basis of one 9 Capital Share for each one Churchill Common Share held, and 9 Capital will become the parent company of Amalco;

“ Business Day ” means a day other than a Saturday, Sunday or statutory holiday in Toronto, Ontario;

“ Canadian Jurisdictions ” means each of the provinces of British Columbia, Alberta and Ontario;

“ Canadian Securities Laws ” means all applicable securities Laws in each of the Canadian Jurisdictions and the respective rules and regulations made thereunder, together with applicable published policy statements, instruments, orders and rulings of the securities regulatory authorities in such provinces having the force of law;

“ Churchill ” means Churchill Diamond Corporation, a corporation incorporated under the OBCA;

“ Churchill Business ” means the business of mining, mineral and resource exploration and development conducted by Churchill as of the date hereof as more particularly described in the Filing Statement;

“ Churchill Common Shares ” means the common shares in the capital of Churchill;

“ Churchill Disclosure Schedule ” means the disclosure schedule attached as Schedule “B” to this Agreement;

“ Churchill Dissent Procedures ” means the dissent procedures provided to Churchill Shareholders pursuant to Section 185 of the OBCA;

“ Churchill Dissenting Shareholder ” means a registered Churchill Shareholder who dissents in respect of the Amalgamation in strict compliance with the Churchill Dissent Procedures;

“ Churchill Financial Statements ” means the means the audited consolidated financial statements of Churchill for the years ended August 31, 2020 and 2019, and the interim consolidated financial statements of Churchill for the period ended November 30, 2020;

“ Churchill Material Adverse Effect ” means a material adverse effect on (i) the business, assets, liabilities, condition (financial or otherwise), management, results of operations or shareholders’ equity of Churchill or (ii) the ability of Churchill to complete the Business Combination and the Amalgamation; provided, however, that this will not include any fact, circumstance, event, change, effect, or occurrence: (A) relating to the global economy or securities markets in general; (B) affecting the Canadian mining industry in general and which does not have a materially disproportionate effect on Churchill; (C) changes in general economic conditions in Canada or any country or region in the world, or changes in conditions in the global economy generally (to the extent that such effect has not had a disproportionate effect on Churchill relative to other companies in the industries in which it carries on business); (D) changes in conditions in the financial markets, credit markets or capital markets in Canada or any other country or region in the world; (E) changes in political conditions in Canada or any other country or region in the world (to the extent that such effect has not had a disproportionate impact on Churchill relative to other companies in the industries in which Churchill carries on business); (F) changes to the market price of base or precious metals or relating to changes in currency exchange rates, interest rates, monetary policy or inflation; (G) acts of war, sabotage or terrorism (including any escalation or general worsening of any such acts of war, sabotage or terrorism) in Canada or any other country or region in the world (to the extent such effect has not had a disproportionate impact on Churchill relative to other companies in the industries in which Churchill carries on business); (H) earthquakes, hurricanes, tsunamis, tornadoes, floods, mudslides, wild fires or other natural disasters, weather conditions and other force majeure events in Canada or any other country or region in the world (to the extent such effect has not had a disproportionate impact on Churchill relative to other companies in the industries in which Churchill carries on business); (I) the announcement of this Agreement or the pendency of consummation of the transactions contemplated hereby; (J) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or the failure to take any action prohibited by this Agreement; (K) any actions or failure to take action, in each case, to which 9 Capital has in writing expressly approved, consented to or requested; (L) changes in law or other legal or regulatory conditions (or the interpretation thereof) (to the extent such change has not had a disproportionate impact on Churchill relative to other companies in the industries in which Churchill carries on business); or (M) any general outbreaks of sickness or pandemics, including any event, change or effect relating to or caused by the COVID-19 pandemic, to the extent that there is any material

adverse development related thereto after the date of this Agreement, or similar event or the escalation thereof;

“ Churchill Material Contracts ” means (i) every Contract to which Churchill is a party requiring payment by or to Churchill of an amount in any one year in the aggregate of $200,000; (ii) every Contract to which Churchill is a party that has or would reasonably be expected to have any material direct or indirect effect (by license, assignment or otherwise) on the Assets or the Churchill Business; and (iii) every Contract to which Churchill is a party with any directors, officers, shareholders, consultants or key employees of Churchill, but excluding employment Contracts;

“ Churchill Option ” means an option to purchase a Churchill Common Share;

“ Churchill Ordinary Course ” means, with respect to any actions taken by Churchill, that such action is consistent in carrying out the Churchill Business;

“ Churchill Plan ” means the stock option plan for the directors, officers, employees and consultants of Churchill in effect on the date hereof;

“ Churchill Shareholder ” means holders of Churchill Common Shares;

“ Churchill Shareholder Approval ” has the meaning set forth in Section 6.05(c);

“ Compelled Disclosure ” has the meaning set out in Section 6.03(d)(ii);

“ Confidential Information ” has the meaning set out in Section 6.03(a);

“ Consolidation ” means the consolidation of Existing 9 Capital Shares on the basis of one (1) 9 Capital Share for every 1.7 Existing 9 Capital Shares;

“ Constating Documents ” means, in respect of a body corporate, the articles and the by-laws, or other charter documents, together with any amendments thereto or replacements thereof;

“ Contaminants ” means any radioactive materials, asbestos materials, urea formaldehyde, hydrocarbon contaminants, underground or above-ground tanks, pollutants, contaminants, deleterious substances, dangerous substances or goods, hazardous, corrosive, or toxic substances, special waste or waste of any kind, or any other substance, the storage, manufacture, disposal, treatment, generation, use, transport, remediation, or Release into the environmental of which is prohibited, controlled, or regulated under Environmental Laws;

“ Contract ” means any agreement, contract, licence, undertaking, option, engagement, or commitment of any nature, written or oral, including any: (i) lease of personal property, (ii) unfilled purchase order, (iii) forward commitment for supplies or materials or other forward contract, (iv) derivative contract, and (v) restrictive agreement or negative covenant agreement;

“ Director ” means the Director appointed under the OBCA;

“ Disclosing Party ” has the meaning set out in Section 6.03(a);

“ Dissent Rights ” mean the rights of the Churchill Dissenting Shareholders to dissent under section 185 of the OBCA with respect to the Amalgamation;

“ Effective Date ” means the effective date set forth in the certificate of amalgamation issued pursuant to the OBCA in respect of the Amalgamation;

“ Effective Time ” means the earliest moment on the Effective Date;

“ Employee Plans ” means, with respect to a party to this Agreement (the “ Applicable Party ”), all employee benefit, fringe benefit, supplemental unemployment benefit, bonus, incentive, profit sharing, termination, change of control, pension, retirement, stock option, stock purchase, stock appreciation, stock award, health, welfare, medical, dental, disability, life insurance and similar plans, programmes, arrangements or practices relating to the current or former directors, officers, or employees of the Applicable Party and its Subsidiaries, maintained, funded or sponsored or required to be contributed to by the Applicable Party or a Subsidiary thereof, whether written or oral, funded or unfunded, insured or self-insured, registered or unregistered, under which the Applicable Party or a Subsidiary thereof may have or would be reasonably expected to have any material Liability, contingent or otherwise, except for any statutory plans to which the Applicable Party or any of its Subsidiaries is obliged to contribute or comply with including the Canada/Québec Pension Plan, or plans administered pursuant to applicable federal or provincial health, worker’s compensation or employment insurance legislation;

“ Encumbrance ” means any mortgage, charge, pledge, hypothecation, security interest, assignment, lien (statutory or otherwise), title retention agreement or arrangement, restrictive covenant or other encumbrance of any nature or any other arrangement or condition that, in substance secures payment or performance of an obligation;

“ Environmental Laws ” means any federal, state, provincial, territorial or local law, statute, ordinance, rule, regulation, order, decree, judgment, injunction, permit, license, authorization or other binding requirement, or common law, relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Contaminants;

“ Exchange Ratio ” means one (1) 9 Capital Share to be issued by Capital in exchange for one (1) Churchill Common Share pursuant to the Amalgamation;

“ Existing 9 Capital Shares ” means common shares in the capital of 9 Capital as it currently exists;

“ Filing Statement ” means the filing statement of 9 Capital to be prepared by Churchill and 9 Capital in accordance with Form 3B2 of the TSXV Corporate Finance Manual in respect of the Business Combination;

“ Governmental Authority ” means (i) any international, multinational, national, federal, provincial, state, municipal, local or other government or governmental or public ministry, department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, (iii) any quasi-governmental body exercising any regulatory, expropriation or taxing authority, or (iv) any stock exchange or securities market;

“ Governmental Charges ” means all Taxes, customs, duties, rates, levies, assessments, reassessments and other charges, unemployment insurance contributions, pension plan contributions and any deductions or other amounts which it is required by Law or Contract to pay, deduct, withhold, collect or remit to any Governmental Authority or other entities entitled to receive payment

of such amounts, together with all penalties, interest and fines with respect thereto, payable to any Governmental Authority;

“ IFRS ” means International Financial Reporting Standards as issued by the International Accounting Standards Board and as adopted by the Canadian Institute of Chartered Accountants;

“ Intellectual Property ” has the meaning set out in Section 3.17(a);

“ In-The-Money Amount ” in respect of a stock option means the amount, if any, by which the aggregate fair market value at that time of the securities subject to the option exceeds the aggregate exercise price of the option;

“ knowledge of 9 Capital ” means the actual knowledge of the Chief Executive Officer or the Chief Financial Officer of 9 Capital;

“ knowledge of Churchill ” means the actual knowledge of the Chief Executive Officer or the Chief Financial Officer of Churchill;

“ Laws ” means all laws, by-laws, rules, regulations, orders, ordinances, protocols, codes, instruments, policies, notices, directions and judgments or other requirements having the force of law of any Governmental Authority having jurisdiction over the matter and/or person then being referred to;

“ Letter Agreement ” means the letter agreement between 9 Capital and Churchill with respect to, among other things, the Business Combination dated December 23, 2020;

“ Liability ” of any person means (i) any right against such person to payment, whether or not such right is reduced to judgment, and whether or not the amount is liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured; (ii) any right against such person to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to any equitable remedy is reduced to judgment, and whether or not the amount is fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; and (iii) any obligation of such person for the performance of any covenant or agreement (whether for the payment of money or otherwise);

“ Losses ”, in respect of any matter, means all claims, demands, proceedings, losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, penalties and amounts paid in settlement) arising directly or indirectly as a consequence of such matter;

“ Mineral Rights ” means prospecting, exploration, extraction or mining licenses, concessions, leases or rights, mineral or mining claims, and other mineral property rights of whatever nature;

“ Name Change ” means the change of 9 Capital’s name to “Churchill Resources Inc.”, or such other name as is acceptable to Churchill and the Director;

“ OBCA ” means the Business Corporations Act (Ontario), as amended;

“ Owned Intellectual Property ” has the meaning given to it in Section 3.17(c);

“ Pelly Bay Mineral Rights ” means all of the Mineral Rights in respect of the metals and minerals in or under the Pelly Bay Project;

“ Pelly Bay Project ” means the exploration project consisting of 153 mineral clams totalling 170.75 km[2] near the town of Kugaaruk in central Nunavut;

“ Permitted Encumbrances ” means (i) Encumbrances for Taxes not yet due and delinquent; (ii) inchoate or statutory Encumbrances of contractors, subcontractors, mechanics, workers, suppliers, materialmen, carriers and others in respect of the construction, maintenance, repair or operation of the Assets, provided that such Encumbrances are related to obligations not due or delinquent and in respect of which adequate holdbacks are being maintained as required by Law; (iii) the right reserved to or vested in any Governmental Authority by any statutory provision or by the terms of any lease, licence, franchise, grant or permit of Churchill, to terminate any such lease, licence, franchise, grant or permit, or to require annual or other payments as a condition of their continuance; and (iv) Encumbrances listed and described in Section 3.02 of the Churchill Disclosure Schedule;

“ Person ” means any corporation, partnership, limited liability company or partnership, joint venture, trust, unincorporated association or organization, business, enterprise or other entity; any individual; and any Government;

“ Public Record ” means all information filed or to be filed by or on behalf of 9 Capital prior to the earlier of the Effective Date or the termination of this Agreement with any securities commission or regulatory authority in compliance, or intended compliance, with the continuous disclosure obligations applicable to a reporting issuer under applicable Laws;

“ Recipient ” has the meaning set out in Section 6.03(a);

“ Release ” includes any release, spill, leak, pumping, pouring, emission, emptying, discharge, injection, escape, leaching, migration, disposal or dumping;

“ Replacement Options ” means the options to purchase Resulting Issuer Shares to be issued by the Resulting Issuer in exchange for the outstanding Churchill Options upon the completion of the Business Combination in accordance with this Agreement;

“ Representatives ” has the meaning set out in Section 6.03(a);

“ Resulting Issuer ” means 9 Capital at the Effective Date which, following completion of the Transactions, will be named “Churchill Resources Inc.”, or such other name as is acceptable to Churchill and the Director;

“ Resulting Issuer Shares ” means common shares in the capital of the Resulting Issuer;

“ Subco ” means 2811807 Ontario Inc., a corporation incorporated under the OBCA and a whollyowned subsidiary of 9 Capital;

“ Subco Common Shares ” means the common shares in the capital of Subco;

“ Subsidiary ” means, with respect to a specified body corporate, any body corporate of which the specified body corporate is entitled to elect a majority of the directors thereof or over which the specified body corporate holds more than 50% of the votes for the directors thereof and will include any body corporate, partnership, joint venture or other person (other than an individual) over which

such specified body corporate exercises direction or control or which is in a like relation to such a body corporate;

“ Taylor Brook Option Agreement ” means the option agreement relating to 226 mineral claims located within the Long Range Gneiss Complex of Western Newfoundland and Labrador dated December 18, 2020 between Churchill and Altius Resources Inc.;

“ Taylor Brook Mineral Rights ” means all of the Mineral Rights in respect of the metals and minerals in or under the Taylor Brook Project;

“ Taylor Brook Project ” means the exploration project consisting of the Taylor Brook mineral exploration properties located in Western Newfoundland and Labrador as described in the Technical Report;

“ Tax ” or “ Taxes ” means, in relation to any person, any and all taxes, whether or not referred to as taxes, (including any and all fines, interest and penalties in respect thereof) of any nature imposed, levied, withheld or assessed on or with respect to the income, profits, gross receipts, sales, capital, assets, real property, personal property, production, employees, payroll, benefit payments, purchases, payments, receipts or gains of such person (including, without limitation, any federal or state income, franchise or sales taxes, corporation capital tax, customs or excise duties or municipal license fees, withholding tax and any taxes and other deductions required to be paid or withheld from any payment made to any person) by Canada or any province thereof, the United States of America or any political subdivision or taxing authority thereof or therein, or by any other country or any political subdivision or taxing authority thereof or therein;

“ Tax Act ” means the Income Tax Act (Canada), as amended;

“ Tax Returns ” means all returns, declarations, reports, information returns and statements filed or required to be filed by any taxing authority relating to Taxes;

“ Technical Report ” means the independent technical report regarding the Taylor Brook Project to be prepared for Churchill by Dr. Derek Wilton, P.Geo; FGC;

“ Transaction Resolutions ” means, collectively, the resolutions to: (i) approve the Consolidation; (ii) approve the Name Change; (iii) approve the Board Change; (iv) approve and re-confirm the 9 Capital Plan; and (v) approve the reduction to the length of the term of any escrow provision to a term that is not less than such as is permitted by the TSXV Policy 2.4;

“ Transactions ” means the transactions contemplated by, or in relation to, this Agreement including the Amalgamation and the Business Combination;

“ TSXV ” means the TSX Venture Exchange;

“ United States ” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

“ U.S. Person ” means a “U.S. person” as defined in Regulation S under the U.S. Securities Act;

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

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“ White River Mineral Rights ” means all of the Mineral Rights in respect of the metals and minerals in or under the White River Project; and

“ White River Project ” means the exploration project consisting of 1,355 mineral claims totalling approximately 28.9 km[2] located approximately 30 km east of the Hemlo Gold Mine along the TransCanada Highway.

1.02 Headings

The division of this Agreement into Articles and Sections and the insertion of a table of contents and headings are for convenience of reference only and do not affect the construction or interpretation of this Agreement. The terms “hereof”, “hereunder” and similar expressions refer to this Agreement and not to any particular Article, Section or other portion hereof. Unless something in the subject matter or context is inconsistent therewith, references herein to Articles, Sections and Schedules are to Articles and Sections of and Schedules to this Agreement.

1.03 Extended Meanings

In this Agreement words importing the singular number only include the plural and vice versa, words importing any gender include all genders and words importing persons include individuals, corporations, limited and unlimited liability companies, general and limited partnerships, associations, trusts, unincorporated organizations, joint ventures and Governmental Authorities. The term “including” means “including without limiting the generality of the foregoing”.

1.04 Statutory References

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

1.05 Accounting Principles

Wherever in this Agreement reference is made to a calculation to be made or an action to be taken in accordance with generally accepted accounting principles, such reference will be deemed to be to the generally accepted accounting principles from time to time approved by the Canadian Institute of Chartered Accountants, or any successor institute, applicable as at the date on which such calculation or action is made or taken or required to be made or taken.

1.06 Currency

All references to currency herein are to lawful money of Canada.

1.07 Schedules

The following are the Schedules to this Agreement:

Schedule A - Amalgamation Agreement Schedule B - Churchill Disclosure Schedule Schedule C - 9 Capital Disclosure Schedule

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ARTICLE 2 BUSINESS COMBINATION

2.01 Business Combination

(a) 9 Capital and Churchill agree to effect the combination of their respective businesses and assets by way of a “three-cornered amalgamation” among 9 Capital, Subco and Churchill.

(b) As soon as reasonably practicable following the execution and delivery of this Agreement: (i) Churchill shall, for the purpose of approving the Amalgamation Resolution, obtain the Churchill Shareholder Approval by way of unanimous written consent resolution; and (ii) 9 Capital shall hold the 9 Capital Meeting for the purposes of approving, among other matters, the Transaction Resolutions and shall prepare and mail the 9 Capital Circular to the 9 Capital Shareholders.

(c) As soon as reasonably practicable following the approval of the Amalgamation by the Churchill Shareholders, 9 Capital shall pass a special resolution, as sole shareholder of Subco, approving the Amalgamation.

(d) Upon the approval of the Consolidation and the Name Change by the 9 Capital Shareholders in accordance with the requirements of the OBCA and prior to the Effective Time, 9 Capital shall complete and file Articles of Amendment, in the prescribed form, giving effect to the Consolidation and the Name Change subject to the terms of this Agreement.

(e) Upon the approval of the Amalgamation by the Churchill Shareholders, Churchill and Subco will amalgamate, pursuant to the provisions of the OBCA, by jointly completing and filing Articles of Amalgamation with the Director, and shall continue as one corporation (“ Amalco ”) effective at the Effective Time, giving effect to the Amalgamation subject to the terms of the Amalgamation Agreement, the form of which is set forth in Schedule “A” attached hereto.

(f) At the Effective Time and as a result of the Amalgamation:
(i) each holder of Churchill Common Shares (other than Churchill Dissenting Shareholders described in Section 2.01(h)) shall receive one fully paid and nonassessable 9 Capital Share for each Churchill Common Share held, following which all such Churchill Common Shares shall be cancelled;
(ii) 9 Capital shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by 9 Capital, following which all such Subco Shares shall be cancelled;
(iii) in consideration of the issuance of 9 Capital Shares pursuant to paragraph 2.01(f)(i), Amalco shall issue to 9 Capital one Amalco Share for each 9 Capital Share issued;
(iv) 9 Capital shall add to the stated capital maintained in respect of the 9 Capital Shares an amount equal to the aggregate paid-up capital for purposes of the Tax Act of the Churchill Common Shares immediately prior to the Effective Time (less the paid-up capital of any Churchill Common Shares held by dissenting Churchill Shareholders who do not exchange their Churchill Common Shares for 9 Capital Shares on the Amalgamation);
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(v) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the Tax Act of the Subco Shares and Churchill Common Shares immediately prior to the Effective Time;
(vi) no fractional 9 Capital Shares shall be issued upon the exchange of 9 Capital Common Shares; the number of Churchill Shares to be received by a holder of Churchill Common Shares will be rounded up to the nearest whole 9 Capital Share, in the event that the former holder of Churchill Common Shares is entitled to receive a fractional share representing 0.5 or more of a 9 Capital Share and be rounded down to the nearest whole 9 Capital Share, in the event that the former holder of Churchill Common Shares is entitled to receive a fractional share representing less than 0.5 of a 9 Capital Share;
(vii) 9 Capital shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to the transactions contemplated by this Agreement to any holder of Churchill Common Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Churchill Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and
(viii) Amalco will become a wholly-owned subsidiary of 9 Capital.
(g) At the Effective Time:
(i) subject to subsection 2.01(f), the registered holders of Churchill Common Shares shall become the registered holders of the 9 Capital Shares to which they are entitled, calculated in accordance with the provisions hererof, and the holders of Churchill Common Shares shall be entitled to receive and, as soon as reasonably practicable following the Effective Time, shall receive from the registrar and transfer agent of the 9 Capital Shares, without any further action on the part of a holders of Churchill Common Shares, share certificates representing the number of 9 Capital Shares to which they are so entitled; and
(ii) 9 Capital shall become the registered holder of the Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof, and shall be entitled to receive a share certificate representing the number of Amalco Shares to which it is entitled, calculated in accordance with the provisions hereof.

(h) At the Effective Time, each Churchill Common Share held by a Churchill Dissenting Shareholder shall be deemed to be transferred by the holder thereof, without any further act or formality on its part, free and clear of any Encumbrance, to Amalco and Amalco shall thereupon be obliged to pay the amount therefor determined and payable in accordance with Section 2.03 hereof, the name of such holder shall be removed from the central securities register as a holder of Churchill Common Shares and such Churchill Dissenting Shareholder will cease to have any rights as a Churchill Shareholder other than the right to be paid the fair value of its Churchill Common Shares in accordance with Section 2.03.

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(i) If a Churchill Dissenting Shareholder fails to perfect or effectively withdraws its claim under section 185 of the OBCA or forfeits its right to make a claim under section 185 of the OBCA or if its rights as a Churchill Shareholder are otherwise reinstated, such holder’s Churchill Common Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by paragraph 2.01(f)(i).

(j) Subject to the approval of the resolutions approving the Consolidation and the Name Change by the 9 Capital Shareholders in accordance with the requirements of the OBCA and immediately following the Effective Time, 9 Capital shall complete and file Articles of Amendment, in the prescribed form, giving effect to the Consolidation and the Name Change upon and subject to the terms of this Agreement.

(k) 9 Capital Shares will only be issued to U.S. Persons that are Accredited Investors and shall be “restricted securities” as defined in Rule 144(a)(3) of the U.S. Securities Act and shall bear a legend in customary form restricting re-sale and transfer without registration under the U.S. Securities Act unless pursuant to an available exemption from registration under the U.S. Securities Act.

2.02 Outstanding Options and Warrants

At the Effective Time:

(a) each Churchill Option which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for a Replacement Option to purchase from the Resulting Issuer the number of Resulting Issuer Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of Churchill Common Shares subject to such Churchill Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per Resulting Issuer Share (rounded up to the nearest whole cent) equal to (y) the exercise price per Churchill Share otherwise purchasable pursuant to such Churchill Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the Tax Act as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of Resulting Issuer Shares that includes a fractional Resulting Issuer Share, the total number of Resulting Issuer Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of Resulting Issuer Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Churchill Option for which it was exchanged, and any certificate or option agreement previously evidencing the Churchill Option shall thereafter evidence and be deemed to evidence such Replacement Option. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Churchill Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option will be increased such that the aggregate In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Churchill Option immediately before the exchange, and:
(i) each holder of Churchill Options shall cease to be the holder of Churchill Options, or have any rights as a holder of such Churchill Options (other than to receive Replacement Options in accordance with the Business Combination);
(ii) each name of a holder of Churchill Options shall be removed from the register of Churchill Options maintained by or on behalf of Churchill; and
(iii) all Churchill Options exchanged pursuant to this Section 2.02 Error! Reference source not found. shall be cancelled.
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2.03 Dissent Rights

Registered Churchill Shareholders may exercise rights of dissent (“ Dissent Rights ”) from the Amalgamation pursuant to and in the manner set forth under section 185 of the OBCA, provided that holders who exercise such rights of dissent and who:

(a) are ultimately entitled to be paid fair value for their Churchill Common Shares, which fair value shall be the fair value of such shares as at the close of business on the day prior to Churchill obtaining the Churchill Shareholder Approval, shall be paid an amount equal to such fair value by Amalco; and
(b) are ultimately not entitled, for any reason, to be paid fair value for their Churchill Common Shares shall be deemed to have participated in the Amalgamation, as of the Effective Time, on the same basis as a non-dissenting holder of Churchill Common Shares and shall be entitled to receive only the consideration contemplated in subsection 2.01(f)(i) hereof that such holder would have received pursuant to the Amalgamation if such holder had not exercised Dissent Rights,

but in no case shall 9 Capital, Subco or Churchill or any other Person be required to recognize holders of Churchill Common Shares who exercise Dissent Rights as holders of Churchill Common Shares after the time that is immediately prior to the Effective Time, and the names of such holders of Churchill Common Shares who exercise Dissent Rights shall be deleted from the register of Churchill Shareholders at the Effective Time. In no circumstances shall 9 Capital, Subco, Churchill or any other Person be required to recognize a Person exercising Dissent Rights unless such Person is a registered holder of Churchill Common Shares in respect of which such Dissent Rights are sought to be exercised. A registered holder of Churchill Common Shares is not entitled to exercise Dissent Rights with respect to Churchill Common Shares if such holder votes (or instructs, or is deemed, by submission of any incomplete proxy, to have instructed his, her or its proxyholder to vote) in favour of the resolution approving the Amalgamation.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CHURCHILL

Churchill represents and warrants to 9 Capital as follows except as set forth in the Churchill Disclosure Schedule and acknowledges and confirms that 9 Capital is relying on such representations and warranties in connection with its entering into this Agreement.

3.01 Incorporation and Registration

Churchill is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a Churchill Material Adverse Effect. Neither the nature of its activities or the Churchill Business nor the location or character of the Assets owned, operated or leased by Churchill requires Churchill to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a Churchill Material Adverse Effect. No proceedings have been instituted or are pending for the dissolution or liquidation of Churchill.

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3.02 Subsidiaries

Churchill does not have any interest in any body corporate, partnership, joint ventures or other entity or person. Churchill is not a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or person other than in connection with the Business Combination, the Taylor Brook Option Agreement, or as otherwise disclosed in the Churchill Disclosure Schedule.

3.03 Bankruptcy, etc.

No bankruptcy, insolvency or receivership proceedings have been instituted by Churchill or, to the knowledge of Churchill, are pending against Churchill, and Churchill is, in the Churchill Ordinary Course, able to pay its debts and other obligations.

3.04 Due Authorization, etc.

Subject to the requisite shareholder approvals, (i) Churchill has all necessary corporate power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement and to undertake the Business Combination, and (ii) this Agreement has been duly authorized, executed and delivered by Churchill and constitutes a valid and binding obligation of Churchill enforceable against it in accordance with its terms, subject to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

3.05 Absence of Conflict

The entering into, and the performance by Churchill of the transactions contemplated in, this

Agreement:

(a) do not and will not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under applicable securities legislation or the rules of the TSXV and any approval or authorization under the OBCA for the Business Combination and the Amalgamation;
(b) do not and will not contravene any applicable Laws or any rule or regulation of any Governmental Authority which is binding on Churchill, where such contravention would reasonably be expected to have a Churchill Material Adverse Effect; and
(c) does not and will not violate, result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of (i) the Constating Documents of Churchill, or any resolution of the directors or shareholders of Churchill, or (ii) any Contract to which Churchill is a party or by which the Assets or the Churchill Business is bound or affected, or (iii) any judgment, decree or order or any term or provision thereof applicable to Churchill or any of the Assets or the Churchill Business, which breach, conflict or default would reasonably be expected to have a Churchill Material Adverse Effect or to result in the creation of any Encumbrance upon any of the Assets.
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3.06 Capital Stock

The authorized capital of Churchill consists of an unlimited number of common shares of which 27,313,216 Churchill Common Shares are issued and outstanding as at the date hereof. All of the issued shares of Churchill have been duly and validly issued in compliance with applicable Law and are outstanding as fully paid and non-assessable shares in the capital of Churchill.

3.07 Options and Other Convertible Securities

Except for the holders of 1,800,000 Churchill Options and other options that may be granted by Churchill Options prior to the Effective Time, no person has or will have any right, agreement, warrant or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from Churchill of any interest in any of the outstanding shares or securities of Churchill, or for the issue or allotment of any unissued shares in the capital of Churchill or any other security directly or indirectly convertible into or exchangeable for such shares in the capital of Churchill.

3.08 No Pre-Emptive Rights

No holder of securities of Churchill is entitled to any pre-emptive or similar right to subscribe

for securities of Churchill.

3.09 Financial Statements

The Churchill Financial Statements will be prepared in accordance with IFRS applied on a basis consistent with that of preceding periods, and:

(a) the balance sheets to be included in such Churchill Financial Statements will fairly present, in all material respects, the financial condition of Churchill on the respective dates thereof; and
(b) the statements of operations and deficit to be included in the Churchill Financial Statements will fairly present, in all material respects, the results of operations of Churchill for the fiscal periods then ended.

3.10 Absence of Changes

Since August 31, 2020, there has not been any material adverse change in the Churchill Business and the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow or business operations of Churchill considered on a consolidated basis.

3.11 Internal Controls Over Financial Reporting

To the knowledge of Churchill, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in Churchill’s internal control over financial reporting. Since August 31, 2020, and prior to the date of this Agreement, Churchill has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of Churchill regarding questionable accounting or auditing matters.

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3.12 Ordinary Course

Since August 31, 2020, except for the transactions contemplated by this Agreement, the Churchill Business has been carried on in the Churchill Ordinary Course.

3.13 No Restrictions on Activities

Churchill is not a party to or bound or affected by any commitment, Contract or document containing any covenant which in any way expressly limits the freedom of Churchill to compete in any line of business, or to use, transfer or move any of its Assets or operations, or which materially or adversely affects the business practices, operations or condition of Churchill.

3.14 Extent of Liabilities

Other than expenses incurred in connection with the Business Combination and in the Churchill Ordinary Course, Churchill has no Liabilities (accrued, absolute, contingent or otherwise), except as disclosed in the Churchill Financial Statements.

3.15 Non-Arm’s Length Transactions

Except as disclosed in the Churchill Financial Statements:

(a) Churchill has not engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of Churchill or any other person with whom Churchill is not dealing at arm’s length (within the meaning of the Tax Act) or any affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses; and

(b) Churchill is not a party to any contract or agreement with any director, officer, employee, or shareholder of Churchill or any other person with whom Churchill is not dealing at arm’s length (within the meaning of the Tax Act) or any affiliate of any of the foregoing, other than employment agreements entered into in the Churchill Ordinary Course and agreements evidencing the Churchill Options granted to date.

3.16 No Guarantees

Churchill is not bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other person, except as disclosed in the Churchill Financial Statements.

3.17 Intellectual Property

(a) Churchill owns all rights in or have obtained valid and enforceable licenses or other rights to use, the patents, patent applications, inventions, copyrights, know how (including trade secrets and other proprietary or confidential information), trade-marks (both registered and unregistered), trade names or any other intellectual property (collectively, “ Intellectual Property ”) necessary to carry on their respective businesses as currently carried on or proposed to be carried on, free and clear of all Encumbrances, except for Permitted Encumbrances.
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(b) To the knowledge Churchill, there are no third parties who have, or will be able to establish, rights (including any license) to any trade-mark applications, trade-mark registrations, patent applications or patents owned by Churchill (or rights in the subject matter of such trade-mark applications, trade-mark registrations, patent applications or patents) in such a manner that would reasonably be expected to have a Churchill Material Adverse Effect.
(c) Churchill has not received any written notice of (i) any infringement by third parties of any Intellectual Property owned by Churchill (“ Owned Intellectual Property ”), (ii) any conflict with a third party whereby it is alleged that Churchill infringed or otherwise violated any Intellectual Property of others, (iii) any conflict with a third party whereby Churchill’s rights in or to any Owned Intellectual Property or the validity or scope of any Owned Intellectual Property is challenged, which infringement or conflict (if the subject of any unfavourable decision, ruling or finding), would reasonably be expected to have a Churchill Material Adverse Effect.
(d) Except in respect of Owned Intellectual Property that is not material to the business of Churchill as currently carried on or as proposed to be carried on, there is no application for registration of any Owned Intellectual Property with respect to which there has been a determination of unregisterability, and, to the knowledge of Churchill, there are no facts which would form a reasonable basis for such determination.
(e) To the knowledge of Churchill, there is no Intellectual Property held by others that would prevent the development, manufacture, use, sale, lease, license and service of products now existing or under development by Churchill, other than those sourced from third parties.

3.18 Assets

(a) The Churchill Business is the only business carried on by Churchill. The Assets include all assets, rights, Authorizations and property necessary to conduct the Churchill Business immediately after the Business Combination in the same manner it is currently conducted, except as would not reasonably be expected to have a Churchill Material Adverse Effect.
(b) Churchill has good and marketable title to all of the Assets, free and clear of any and all claims and Encumbrances whatsoever other than Permitted Encumbrances.
(c) No person or other entity has any written or oral agreement, option, understanding or commitment, or any right or privilege capable of becoming such for the purchase or other acquisition from Churchill of any of the Assets.
(d) The buildings, facilities, structures, infrastructure, equipment, and other tangible personal property of Churchill is structurally sound, in good operating condition and repair having regard to their use and age and are adequate and suitable for the uses to which they are being put. To Churchill’s knowledge, other than in the Churchill Ordinary Course there are no material maintenance expenditures required to be made as of the date hereof that are necessary in order to maintain Churchill’s current operations.
3.19 Mineral Rights
(a) Schedule D to this Agreement sets forth a complete list of the claims comprising the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights.
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(b) The information set forth in Schedule D to this Agreement relating to the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights is true, complete and correct, and accurately depicts and describes the information therein, including geographic location, Mineral Right identification, registered owner, approximate area covered, date granted (as applicable) and date of expiry (as applicable).
(c) To the knowledge of Churchill, the Taylor Brook Mineral Rights are currently registered and recorded in the name of Altius Resources Inc., the Pelly Bay Mineral Rights are currently registered and recorded in the name of Churchill, and the White River Mineral Rights are currently registered and recorded in the name of Churchill, other than 946 claims under option and registered and recorded under the name of Rudolph Wahl, all as set out in Schedule D to this Agreement as to a 100% undivided legal interest, free and clear of all Encumbrances (except for Permitted Encumbrances) and such Mineral Rights are valid and in good standing with respect to the performance of all obligations thereon or in respect thereof (including payment of mining duties, performance of minimum assessment work and filing of reports with respect to minimum assessment work) required under applicable Laws.
(d) All municipal, provincial, state, territorial and federal taxes and levies of any kind whatsoever in respect of the ownership and use of all of the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights which were due and payable by Churchill have been paid and satisfied.
(e) To the knowledge of Churchill, there are no proceedings or litigation or claims or granted claims by any native or aboriginal peoples under any legislation concerning or potentially affecting the whole or any part of the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights, nor are any such proceedings or claims pending or threatened in any court or tribunal.
(f) Churchill is not engaged in any litigation or arbitration proceedings in respect of the Taylor Brook Project, the Pelly Bay Project, the White River Project, the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights or the White River Mineral Rights or any part thereof or arising out of claims for personal injuries or property damage of a material nature relating thereto.
(g) Churchill has no notice of any caveats, objections or complaints affecting any of the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights or the White River Mineral Rights except those noted in Schedule D to this Agreement, and is not aware of any circumstances currently in existence which could reasonably be expected to give rise to such a caveat, objection or complaints.
(h) There is no suit, action, litigation, investigation, claim, complaint, grievance or proceeding, including appeals and applications for review, in progress, or to the best of Churchill’s knowledge, pending or threatened, against or relating to the Taylor Brook Project, the Pelly Bay Project, the White River Project, the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights or the White River Mineral Rights before any court, arbitration panel or Governmental Authority which, if determined adversely to Churchill would, materially and adversely affect the Taylor Brook Project, the Pelly Bay Project, the White River Project, the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights or the White River Mineral Rights.
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(i) Subject only to the rights of any Government Authority having jurisdiction, a 2% Gross Overriding Royalty held by Adamera Minerals Corp. on all diamonds extracted from a certain area of interest covering the Pelly Bay Project, a 3% Gross Overriding Royalty held by Rudolph Wahl and Frederick Lowndes on all diamonds extracted on the White River Project, and upon exercise of the Taylor Brook Option Agreement in respect of the Taylor Brook Mineral Rights, no person is entitled to or has been granted any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other product mined, produced, removed or otherwise recovered from the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights.
(j) To the knowledge of Churchill, there are no restrictions to access the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights by farming activity, mining activity or any other activity that may restrict the conduct of exploration activities at the Taylor Brook Project, the Pelly Bay Project or the White River Project.
(k) Conditions on and relating to the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights respecting all past and current operations conducted thereon by Churchill, are in compliance with all applicable Laws, including all Environmental Laws, and Churchill has not received any notice and are not aware of any non-compliance with applicable Laws, including Environmental Laws, in respect of activities or operation by any other person.
(l) Churchill has not received any notice of expropriation of all or any part of the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights, nor does Churchill have knowledge of any expropriation proceeding pending or threatened against or affecting all or any part of the Taylor Brook Mineral Rights, the Pelly Bay Mineral Rights and the White River Mineral Rights nor of any discussions or negotiations which could lead to any such expropriation.

3.20 Technical Report

Churchill has no reason to believe that either the information provided to Dr. Derek Wilton, P.Geo; FGC in connection with the preparation of the Technical Report was not complete and accurate in all material respects as at the effective date of such report and has no knowledge of a material change in the information contained in the Technical Report at the date of this Agreement. Churchill has provided, or will provide, Dr. Wilson all material information regarding land descriptions, well data, facilities and infrastructure, ownership and operations, future development plans and historical technical and operating data respecting the Taylor Brook Project, in each case as at the effective date of such report. To Churchill’s knowledge, there will not be any material change to any of the facts or opinions to be reported in the Technical Report between the date of this Agreement and the Technical Report.

3.21 Churchill Material Contracts

As at the date of this Agreement, all of the Churchill Material Contracts are set out in Schedule 3.21 of the Churchill Disclosure Schedule, all such Churchill Material Contracts are valid and subsisting agreements, enforceable in accordance with their terms, and can be fulfilled and performed in all material respects by Churchill in the Churchill Ordinary Course. Each such Churchill Material Contract is unamended since being made available to 9 Capital, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by Churchill under any Churchill Material Contract. To the knowledge of Churchill, no event has occurred which, with the giving of notice, the lapse of

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time or both, would constitute an event of default by any other party to any such Churchill Material Contract, Churchill is alleged to be in default of any of the provisions of such Churchill Material Contracts, and Churchill is not aware of any disputes with respect thereto.

3.22 Other Contracts

Other than the Churchill Material Contracts, Churchill is not a party to any Contract, the termination, expiry or non-renewal of which would reasonably be expected to have a Churchill Material Adverse Effect.

3.23 Taxes and Governmental Charges

(a) As of the date of this Agreement, Churchill has:
(i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a Churchill Material Adverse Effect), and all such Tax returns and reports are true, correct, and complete in all material respects;
(ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of Churchill;
(iii) duly and correctly reported all income and other amounts required to be reported;
(iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and
(v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a Churchill Material Adverse Effect.
(b) The Churchill Financial Statements will contain adequate provision for all Taxes, assessments and levies imposed on Churchill, or their property or rights, arising out of operations on or before August 31, 2020, regardless of whether such amounts are payable before or after the Effective Date.
(c) No deficiency in payment of any Taxes for any period has been asserted against Churchill by any Governmental Authority and remains unsettled at the date hereof.
(d) No Tax Return of Churchill is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by Churchill (including the time for filing of
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Tax Returns or paying Taxes). To the knowledge of Churchill there are no pending requests for any such waivers, extensions, or comparable consents. Churchill has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a Churchill Material Adverse Effect.

(e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of Churchill, contemplated against Churchill in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes.
(f) Churchill has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to Churchill, and Churchill is not aware of any such investigation, audit or visit planned for the next twelve months.
(g) In this Section 3.23, references to Churchill include references to every predecessor of Churchill.
3.24 Environmental Matters

Except for such matters as would not reasonably be expected to have a Churchill Material Adverse Effect, Churchill has not received inquiry from or notice of a pending investigation or threatened investigation from any governmental agency or of any administrative or judicial proceeding concerning the violation of any such Environmental Laws.

3.25 Absence of Litigation, etc.

There is not now in progress, pending or, to Churchill’s knowledge, threatened or contemplated against or affecting Churchill, or any of their assets or properties, or any officer or director thereof in their capacity as an officer or director thereof, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority, which if determined adversely to Churchill would reasonably be expected to have a Churchill Material Adverse Effect.

3.26 Compliance with Laws

The Churchill Business has been, and is now being, conducted and all of the Assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have a Churchill Material Adverse Effect, and no written notices have been received by Churchill that the Churchill Business is not being conducted or that any of such Assets are not being used in compliance with all applicable Laws other than any non-compliance that would not reasonably be expected to have a Churchill Material Adverse Effect.

3.27 Authorizations and Consents

(a) Except for the approval of the TSXV contemplated in Section 7.02(h), no Authorization or declaration or filing with any Governmental Authority on the part of Churchill is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.
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(b) No consent, approval or waiver is required pursuant to the terms of any Churchill Material Contract for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.
3.28 Employment Matters and Employee Plans
(a) There are no Contracts, written or oral, between Churchill on one side, and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by Churchill to provide services in connection with the Business Combination) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.
(b) Other than the Churchill Plan and standard customary benefit plans (such as prepaid health plans, life insurance policies, and communication allowances), Churchill does not have any Employee Plans of any nature whatsoever, nor has Churchill ever had any such plans.
(c) Churchill is not a party to a collective bargaining agreement.
(d) Churchill has operated and is currently operating in compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have a Churchill Material Adverse Effect and there have been no employment related complaints against Churchill.
(e) To the knowledge of Churchill, there are no complaints or threatened complaints against Churchill before any employment standards branch or tribunal or human rights commission or tribunal, nor, any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.
(f) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon Churchill to do or refrain from doing any act or place a material financial obligation on Churchill.
(g) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of Churchill, threatened by any Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to Churchill or any Subsidiary.
(h) Neither the execution and delivery of this Agreement nor the performance of the obligations of Churchill thereunder will entitle any current or former employee of Churchill to any severance pay, bonus or other similar payment.

3.29 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by Churchill to any third party to bind Churchill to any Contract, Liability or obligation.

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3.30 Insurance

Churchill has not (nor have they ever had) any insurance of any nature whatsoever relating to it, the Assets, the Churchill Business, or its directors or officers.

3.31 Authorizations

Churchill has all Authorizations necessary to conduct the Churchill Business as presently conducted or for the ownership and use of the Assets in compliance with applicable Laws, except for any Authorizations the lack of which would not reasonably be expected to have a Churchill Material Adverse Effect. Churchill is not in default under, nor have any of them received any notice of any claim or default with respect to, any such Authorization. No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby: (a) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto, or (b) to enable Churchill to hold and enjoy the same immediately after the Effective Date in the conduct of the Churchill Business as conducted prior to the Effective Date.

3.32 Fees and Commissions

Churchill is not a party to or bound by any Contract to pay any royalty, license fee or management fee, except for the Churchill Material Contracts. No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from Churchill or 9 Capital in connection with this Agreement.

3.33 Books and Records

Complete and correct copies of the Constating Documents, and of all amendments thereto, of Churchill have been previously delivered to 9 Capital. The corporate records and minute books of Churchill contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders thereof, since the date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings duly signed. Except as reflected in such minute books, there are no minutes of meetings or consents in lieu of meetings of the board of directors (or its committees) or of the shareholders of Churchill.

3.34 Restrictions on Business Combination

Except to the extent that Churchill must comply with the policies of the TSXV and applicable Laws, Churchill is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict Churchill from entering into and completing the Business Combination.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF 9 CAPITAL AND SUBCO

9 Capital and Subco jointly and severally represent and warrant to Churchill as follows and acknowledges and confirms that Churchill is relying on such representations and warranties in connection with its entering into this Agreement:

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4.01 Incorporation

Each of 9 Capital and Subco is a corporation duly incorporated and validly existing under the Laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its property and assets and to carry on its business as currently conducted, except where the failure to have such power, authority and capacity would not reasonably be expected to have a Capital Material Adverse Effect. Neither the nature of its activities or business nor the location or character of the assets owned, operated or leased by Capital require it to be registered, licensed or otherwise qualified as a foreign corporation or to be in good standing in any jurisdiction other than the jurisdictions where it is so registered, licensed or qualified, except where the failure to be so registered, licensed or qualified or remain in good standing would not reasonably be expected to have a Capital Material Adverse Effect. No proceedings have been instituted or are pending for the dissolution or liquidation of Capital or Subco.

4.02 Subsidiaries

Except for its ownership of all of the outstanding shares of Subco, Capital does not have any interest in any body corporate, partnership, joint ventures or other entity or person. None of 9 Capital or Subco is a party to any agreement, option or commitment to acquire any shares or securities of any body corporate, partnership, trust, joint venture or other entity or person other than in connection with the Business Combination. 9 Capital is the sole registered holder and beneficial owner of 100% of the issued and outstanding shares in the capital of Subco, free and clear of all Encumbrances, claims or demands of any kind whatsoever other than Permitted Encumbrances. All of such shares and securities have been fully authorized and validly issued and in the case of shares are outstanding as fully paid and non-assessable shares. No other securities of Subco are issued and outstanding.

4.03 Bankruptcy, etc.

No bankruptcy, insolvency or receivership proceedings have been instituted by 9 Capital or Subco or, to the knowledge of 9 Capital, are pending against 9 Capital or Subco.

4.04 Due Authorization, etc.

Subject to the requisite shareholder approvals, (i) each of 9 Capital and Subco has all necessary corporate power, capacity and authority to enter into this Agreement and to carry out its obligations under this Agreement and to undertake the Business Combination, and (ii) this Agreement has been duly authorized, executed and delivered by each of 9 Capital and Subco and constitutes a valid and binding obligation of each of 9 Capital and Subco enforceable against it in accordance with its terms, subject, however, to limitations with respect to enforcement imposed by Law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance and injunctions are in the discretion of the court from which they are sought.

4.05 Absence of Conflict

The entering into, and the performance by 9 Capital and Subco of the transactions contemplated in, this Agreement:

(a) do not and will not require any consent, permit, approval, Authorization or order of any Governmental Authority, except that which may be required under applicable securities legislation or the rules of the TSXV and any approval or authorization under the OBCA that may be required for the Consolidation, the Name Change and the Business Combination;
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(b) do not and will not contravene any applicable Laws or any rule or regulation of any Governmental Authority which is binding on 9 Capital, where such contravention would reasonably be expected to have a 9 Capital Material Adverse Effect; and
(c) does not and will not violate, result in the breach of, or be in conflict with, or constitute a default under, or create a state of facts which, after notice or lapse of time, or both, would constitute a default under any term or provision of (i) the Constating Documents of 9 Capital or Subco, or any resolution of the directors or shareholders of 9 Capital or Subco, or (ii) any Contract to which 9 Capital or Subco is a party or by which the assets or the business of 9 Capital is bound or affected, or (iii) any judgment, decree or order or any term or provision thereof applicable to 9 Capital or Subco or any of the assets or the business of 9 Capital, which breach, conflict or default would reasonably be expected to have a 9 Capital Material Adverse Effect or to result in the creation of any Encumbrance upon any of the assets of 9 Capital.

4.06 Capital Stock

Prior to the Consolidation, the authorized share capital of 9 Capital consists of an unlimited number of common shares without nominal or par value, of which 11,920,501 Existing 9 Capital Shares are issued and outstanding as fully paid and non-assessable shares in the capital of 9 Capital, and an unlimited number of preferred shares, issuable in series, of which no preferred shares have been issued as at the date hereof.

4.07 Options and Other Convertible Securities

No person has any agreement or option or any right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement or option or right or privilege, for the purchase, subscription, allotment or issuance of any of the unissued shares in the capital of 9 Capital or Subco or for the issue of any other securities of any nature or kind of 9 Capital or Subco except for 1,192,050 9 Capital Options to purchase Existing 9 Capital Shares exercisable at a price of $0.10 per share until September 25, 2023 that were issued pursuant to the 9 Capital Plan.

4.08 Voting Agreements

9 Capital is not a party to any agreement nor, to 9 Capital’s knowledge, is there any agreement, which in any manner affects the voting control of any of the securities of 9 Capital.

4.09 Financial Statements

The 9 Capital Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with that of preceding periods, and:

(a) the balance sheets included in such 9 Capital Financial Statements fairly present, in all material respects, the financial condition of 9 Capital on the respective dates thereof; and
(b) the statements of operations and deficit included in the 9 Capital Financial Statements fairly present, in all material respects, the financial performance and its cash flows of 9 Capital for the fiscal periods then ended.
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4.10 Absence of Changes

Except as set out in the 9 Capital Financial Statements, since September 30, 2020 there has not been any material adverse change in the results of operations, financial condition, assets, properties, capital, liabilities (contingent or otherwise), cash flow or business operations of Capital that would reasonably be expected to have a 9 Capital Material Adverse Effect, except for a decrease in 9 Capital’s working capital position.

4.11 Internal Controls Over Financial Reporting

To the knowledge of 9 Capital, prior to the date of this Agreement there is no fraud, whether or not material, that involves management or other employees who have a significant role in 9 Capital’s, internal control over financial reporting. Since September 30, 2020 and prior to the date of this Agreement, 9 Capital has received no (x) material complaints from any source regarding accounting, internal accounting controls or auditing matters or (y) expressions of concern from employees of 9 Capital regarding questionable accounting or auditing matters.

4.12 Ordinary Course

Since incorporation, 9 Capital has carried on no business other than those permitted by TSXV Policy 2.4, and except as set out in the 9 Capital Financial Statements and except for the transactions contemplated by this Agreement, 9 Capital has carried on its business in the 9 Capital Ordinary Course and 9 Capital has not carried on any business or entered into any contract, commitment or agreement of any sort whatsoever other than as disclosed in the Public Record.

4.13 No Restrictions on Activities

9 Capital is not a party to or bound or affected by any commitment, Contract or document containing any covenant which in any way expressly limits the freedom of 9 Capital to compete in any line of business, or to use, transfer or move any of its assets or operations, or which materially or adversely affects the business practices, operations or condition of 9 Capital, respectively, and taken as a whole.

4.14 Liabilities

Other than expenses incurred in connection with the Business Combination and in the 9 Capital Ordinary Course, 9 Capital has no outstanding Liabilities (accrued, absolute, contingent or otherwise), except as disclosed in the 9 Capital Financial Statements.

4.15 Non-Arm’s Length Transactions

Except as disclosed in the 9 Capital Financial Statements:

(a) 9 Capital has not engaged in any transaction with, made any payment or loan to, or borrowed any monies from or is otherwise indebted to, any director, officer, employee or shareholder of 9 Capital or any other person with whom 9 Capital is not dealing at arm’s length (within the meaning of the Tax Act or any affiliate of any of the foregoing, except for amounts due as normal compensation or reimbursement of ordinary business expenses; and

(b) 9 Capital is not a party to any contract or agreement with any director, officer, employee, or shareholder of 9 Capital or any other person with whom 9 Capital is not dealing at arm’s length (within the meaning of the Tax Act or any affiliate of any of the foregoing, other than employment

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agreements entered into in the 9 Capital Ordinary Course and agreements evidencing the 9 Capital Options granted pursuant to the 9 Capital Plan.

4.16 No Guarantees

9 Capital is not bound by any Contract, assurance, bond, undertaking or guarantee under or pursuant to which it has guaranteed or endorsed the debts, obligations or Liabilities of any other person, except as disclosed in the 9 Capital Financial Statements.

4.17 9 Capital Material Contracts

Section 4.17 of the 9 Capital Disclosure Schedule sets forth a true and complete list of all Contracts to which 9 Capital is a party or by which 9 Capital is bound which is material to 9 Capital. Each such Contract is a valid and subsisting agreement, enforceable in accordance with the terms thereof and can be fulfilled and performed in all material respects by 9 Capital in the 9 Capital Ordinary Course. Each such Contract is unamended, is in full force and effect, in good standing and no event of default has occurred and is continuing and no event has occurred which, with the giving of notice, the lapse of time or both, would constitute an event of default by 9 Capital under any such Contract. To the knowledge of 9 Capital, no event has occurred which, with the giving of notice, the passing of time or both, would constitute an event of default by any other party to any such Contract, 9 Capital is not alleged to be in default of any of the provisions of such Contracts, and 9 Capital is not aware of any disputes with respect thereto.

4.18 Other Contracts

9 Capital is not a party to any Contract, the termination, expiry or non-renewal of which would reasonably be expected to have a 9 Capital Material Adverse Effect.

4.19 Title to Property and Assets

9 Capital and Subco have no material property or assets except as set forth in the 9 Capital

Financial Statements.

4.20 Taxes and Governmental Charges

(a) As of the date of this Agreement, 9 Capital has:
(i) duly and in a timely manner filed all Tax Returns and reports required by Law to have been filed by it (except for such Tax Returns and reports with respect to which the failure to timely file would not reasonably be expected to have a 9 Capital Material Adverse Effect), and all such Tax Returns and reports are true, correct, and complete in all material respects;
(ii) duly kept all records which it is required to keep for Tax proposes or which would be needed to substantiate any claim made or position taken in relation to Tax by it, as applicable, and such records available for inspection at the head office of 9 Capital;
(iii) duly and correctly reported all income and other amounts required to be reported;
(iv) paid all Taxes to the extent that such Taxes have been assessed by the relevant taxation authority; and
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(v) duly and in a timely manner paid, deducted, withheld, collected and remitted all Governmental Charges (other than Governmental Charges that are not yet due) and has made full provision for (including properly accruing and reflecting on its books and records) all Governmental Charges that are not yet due, that relate to periods (or portions thereof) ending prior to the date of this Agreement, except where the failure to pay any such Governmental Charges, or make any such remittance, deduction or contribution or other amount would not reasonably be expected to have a 9 Capital Material Adverse Effect.
(b) The 9 Capital Financial Statements contain adequate provision for all Taxes, assessments and levies imposed on 9 Capital, or its property or rights, arising out of operations on or before September 30, 2020, regardless of whether such amounts are payable before or after the Effective Date.
(c) No deficiency in payment of any Taxes for any period has been asserted against 9 Capital by any Governmental Authority and remains unsettled at the date hereof.
(d) No Tax Return of 9 Capital is being audited by the relevant taxing authority. There are no outstanding waivers, objections, extensions, or comparable consents regarding the application of the statute of limitations or period of reassessment with respect to any Taxes or Tax Returns that have been given or made by 9 Capital (including the time for filing of Tax Returns or paying Taxes). To the knowledge of 9 Capital there are no pending requests for any such waivers, extensions, or comparable consents. 9 Capital has not received a ruling from any Governmental Authority or signed an agreement with any Governmental Authority that could reasonably be expected to have a 9 Capital Material Adverse Effect.
(e) There are no actions, suits, examinations, proceedings, investigations, audits or claims now pending or threatened or, to the knowledge of 9 Capital, contemplated against 9 Capital in respect of any Taxes and there are no matters under discussion with any Governmental Authority relating to any Taxes.
(f) 9 Capital has not been subject to or is currently subject to any investigation, audit or visit by any Governmental Authority relating to Tax which has been notified to 9 Capital, and 9 Capital is not aware of any such investigation, audit or visit planned for the next twelve months.

4.21 Absence of Litigation, etc.

There is not now in progress, pending or, to 9 Capital’s knowledge, threatened or contemplated against or affecting 9 Capital, or any of its assets or properties, or any officer or director thereof in their capacity as an officer or director thereof, any litigation, action, suit, investigation, claim, complaint or other proceeding, including appeals and applications for review, by or before any Governmental Authority, which if determined adversely to 9 Capital, individually or in the aggregate, would reasonably be expected to have a 9 Capital Material Adverse Effect.

4.22 Compliance with Laws

The business of 9 Capital has been, and is now being, conducted and all of its assets have been, and are now being, used in compliance with all applicable Laws other than such non-compliance which would not reasonably be expected to have an 9 Capital Material Adverse Effect, and no written notices have been received by 9 Capital that the business of 9 Capital is not being conducted or that any of such assets are

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not being used in compliance with all applicable Laws other than any non-compliance that would not reasonably be expected to have a 9 Capital Material Adverse Effect.

4.23 Authorizations and Consents

(a) Except for the approval of the TSXV contemplated in Section 7.01(g), no Authorization or declaration or filing with any Governmental Authority on the part of 9 Capital is required for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.
(b) No consent, approval or waiver is required pursuant to the terms of any material Contract to which 9 Capital is a party for the valid execution, delivery and performance of its obligations under this Agreement or the completion of the Business Combination pursuant to this Agreement.
4.24 Employment Matters and Employee Plans
(a) 9 Capital does not have any employees or independent contractors (other than professional advisors engaged by 9 Capital to provide services in connection with the Business Combination).
(b) There are no Contracts, written or oral, between 9 Capital and any other party on the other side, relating to payment, remuneration or compensation for work performed or services provided (other than professional advisors engaged by 9 Capital to provide services in connection with the Business Combination) or that would require any payment to be made as a result of the completion of the transactions contemplated in this Agreement.
(c) Except for the 9 Capital Plan, a copy of which has been provided to Churchill, 9 Capital does not have any Employee Plans of any nature whatsoever nor has it ever had any such plans.
(d) 9 Capital is operating in full compliance with all Laws relating to employees, including employment standards, human rights, occupational health and safety, all pay equity and employment equity legislation other than such non-compliance which would not reasonably be expected to have a 9 Capital Material Adverse Effect and there have been no employment-related complaints against 9 Capital.
(e) To the knowledge of 9 Capital, there are no complaints or threatened complaints against 9 Capital before any employment standards branch or tribunal or human rights commission or tribunal, nor, any occurrence which might lead to a complaint under any human rights legislation, employment standards legislation, health and safety legislation, workers’ compensation legislation or pay equity legislation.
(f) There are no outstanding decisions or settlements or pending settlements under employment standards, human rights legislation, health and safety legislation, workers’ compensation legislation, payment equity legislation or labour relations legislation which place any obligation upon 9 Capital to do or refrain from doing any act or place a material financial obligation on 9 Capital.
(g) There are no actions, suits or claims pending, threatened or reasonably anticipated (other than routine claims for benefits) against any Employee Plan or its assets, and there are no audits, inquiries or proceedings pending or, to the knowledge of 9 Capital, threatened by any
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Governmental Authority with respect to any Employee Plan, which in either case reasonably could be expected to result in material Liability to 9 Capital.

(h) Neither the execution and delivery of this Agreement nor the performance of the obligations of 9 Capital thereunder will entitle any current or former employee of 9 Capital to any severance pay, bonus or other similar payment.

4.25 No Powers of Attorney

There are no outstanding powers of attorney or other authorizations granted by 9 Capital to any third party to bind 9 Capital to any Contract, Liability or obligation.

4.26 Insurance

9 Capital does not have (nor has it ever had) any insurance of any nature whatsoever relating to it, its assets, its business, or its directors or officers.

4.27 Authorizations

9 Capital has all Authorizations necessary to conduct its business as presently conducted or for the ownership and use of the Assets in compliance with applicable Laws, except for any Authorizations the lack of which would not reasonably be expected to have a 9 Capital Material Adverse Effect. 9 Capital is not in default under, nor have it received any notice of any claim or default with respect to, any such Authorization. No registrations, filings, applications, notices, transfers, consents, approvals, audits, qualifications, waivers or other action of any kind is required by virtue of the execution and delivery of this Agreement, or of the consummation of the transactions contemplated hereby: (a) to avoid the loss of any Authorization or any asset, property or right pursuant to the terms thereof, or the violation or breach of any Law applicable thereto, or (b) to enable 9 Capital to hold and enjoy the same immediately after the Effective Date in the conduct of its business as conducted prior to the Effective Date.

4.28 Fees and Commissions

9 Capital is not a party to or bound by any Contract to pay any royalty, license fee or management fee. No broker, finder or similar intermediary has acted for or on behalf of or is entitled to any broker’s, finder’s or similar fee or other commission from 9 Capital in connection with this Agreement.

4.29 Books and Records

The corporate records and minute books of 9 Capital contain or, at or prior to the Business Combination will contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.

4.30 Restrictions on Business Combination

Except to the extent that 9 Capital must comply with the policies of the TSXV and applicable Laws, 9 Capital is not a party to or bound or affected by any commitment, agreement or document which would prohibit or restrict 9 Capital from entering into and completing the Business Combination.

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4.31 Reporting Issuer Status

9 Capital is a “reporting issuer” in each of the Canadian Jurisdictions within the meaning of the Canadian Securities Laws, is in material compliance with its obligations as a reporting issuer, and none of the British Columbia Securities Commission, the Alberta Securities Commission or the Ontario Securities Commission, the TSXV or other Governmental Authority has issued any order preventing the Business Combination or the trading of any securities of 9 Capital other than in connection with the Business Combination.

4.32 TSXV Policies

9 Capital is in compliance with all policies and requirements of the TSXV, including without limitation Policy 2.4 of the TSXV, and has not carried on any business or activities except as permitted thereby.

4.33 Expenses and Obligations

9 Capital has no obligations or commitments to incur any expenses of any sort whatsoever from the date hereof until completion of the Business Combination other than general administrative expenses consistent with past practice and expenses relating to the completion of the Business Combination.

4.34 Share Issuance

Subject to applicable Canadian Securities Laws and the rules and policies of the TSXV, 9 Capital has the full and lawful right and authority to issue 9 Capital Shares to the Churchill Shareholders, in connection with the Business Combination, and upon issuance such shares will be validly issued as fully paid and non-assessable common shares in the capital of 9 Capital free and clear of all Encumbrances.

4.35 Shareholder Approval

To the best of 9 Capital’s knowledge, none of the Non-Arm’s Length Parties to 9 Capital (as defined for the purposes of the TSXV policies) have any direct or indirect interest in Churchill or its Assets, or any other relationship which would result in the Business Combination requiring approval by 9 Capital’s shareholders under the policies of the TSXV.

4.36 Public Disclosure Documents

9 Capital is current in the filing of all public disclosure documents required to be filed by 9 Capital under applicable Canadian Securities Laws and TSXV rules (including all Contracts required by Canadian Securities Laws to be filed by 9 Capital), there are no filings that have been made thereunder on a confidential basis and all of such filings comply with the requirements of all applicable Canadian Securities Laws except where such non-compliance has not and would not reasonably be expected to have a 9 Capital Material Adverse Effect.

4.37 No Misrepresentation

No portion of the Public Record contained a misrepresentation (as such term is defined in the Securities Act (Ontario)) as at its date of public dissemination or as at the date hereof.

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4.38 TSXV Listing

The Existing 9 Capital Shares are listed for trading on the TSXV under the trading symbol “NCPL.P” and the TSXV has accepted notice of the 9 Capital Plan.

4.39 Information Supplied

None of the information regarding 9 Capital or its assets or business that was supplied by 9 Capital specifically for inclusion or incorporation by reference into the Filing Statement, will, at the time of initial submission of the Filing Statement to the TSXV, or at the time of any amendment or supplement thereof, as amended or supplemented at such date or time, contain any misrepresentation 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 are made.

ARTICLE 5

SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES

5.01 Survival of Covenants, Representations and Warranties

No investigation by or on behalf of any party prior to the execution of this Agreement will mitigate, diminish or affect the representations and warranties made by the other parties. The representations and warranties of the parties contained in this Agreement will not survive the completion of the Business Combination and will expire and be terminated on the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms. This Section 5.01 will not limit any covenant or agreement of any of the parties, which, by its terms, contemplates performance after the Effective Time or the date on which this Agreement is terminated, as the case may be.

ARTICLE 6 COVENANTS

6.01 Access to Churchill

Churchill will forthwith make available to 9 Capital and its authorized representatives and, if requested by 9 Capital, provide a copy to 9 Capital of, all title documents, Contracts, financial statements, Constating Documents, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records and all other documents, information or data relating to Churchill and the Churchill Business. Churchill will afford 9 Capital and its authorized representatives every reasonable opportunity to have access during normal business hours to the Churchill Business and the property, assets, undertaking, records and documents of Churchill. At the request of 9 Capital, Churchill will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of the Churchill Business and any property of Churchill or to enable 9 Capital or its authorized representatives to obtain full access to all files and records relating to Churchill and any of the assets of Churchill maintained by Governmental Authorities. At 9 Capital’s request, Churchill will co-operate with 9 Capital in arranging any such meetings as 9 Capital should reasonably request with:

(a) employees of Churchill;
(b) persons who have or have had a business relationship with Churchill; and
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(c) auditors, solicitors or any other persons engaged or previously engaged to provide services to Churchill who have knowledge of matters relating to Churchill and the Churchill Business.

6.02 Access to 9 Capital

9 Capital will forthwith make available to Churchill and its authorized representatives and, if requested by Churchill, provide a copy to Churchill of, all title documents, Contracts, financial statements, Constating Documents, minute books, share certificate books, share registers, plans, reports, licences, orders, permits, books of account, accounting records and all other documents, information or data relating to 9 Capital and its business. 9 Capital will afford Churchill and its authorized representatives every reasonable opportunity to have access, during normal business hours, to its business and the property, assets, undertaking, records and documents of 9 Capital. At the request of Churchill, 9 Capital will execute or cause to be executed such consents, authorizations and directions as may be necessary to permit any inspection of its business and any property of 9 Capital or any of its subsidiaries or to enable Churchill or its authorized representatives to obtain full access to all files and records relating to 9 Capital or any of its subsidiaries and any of the assets of 9 Capital or any of its subsidiaries maintained by Governmental Authorities. At Churchill’s request, 9 Capital will co-operate with Churchill in arranging any such meetings as Churchill should reasonably request with:

(a) employees, directors and officers of 9 Capital;
(b) persons who have or have had a business relationship with 9 Capital; and
(c) auditors, solicitors or any other persons engaged or previously engaged to provide services to 9 Capital who have knowledge of matters relating to 9 Capital and its business.
6.03 Confidentiality
(a) Each party hereto agrees that it shall keep strictly confidential and shall not disclose, copy, reproduce or distribute, or cause or permit to be disclosed, copied, reproduced or distributed any information concerning another party hereto (the “ Disclosing Party ”), its business, operations, assets and liabilities, that was obtained from another party hereto (or such party’s Representatives) including pursuant to Sections 6.01 and 6.02 hereof, respectively (the “ Confidential Information ”) to anyone except (i) the receiving party’s (the “ Recipient ”) directors, officers, employees, affiliates and advisors (the “ Representatives ”) to whom disclosure is reasonably necessary for the purposes of or in connection with the transactions contemplated herein, and who have agreed to be bound by the terms of this Agreement, or (ii) as otherwise consented to in writing by Disclosing Party. Each Recipient shall use its best efforts to ensure that the Confidential Information remains strictly confidential and is not disclosed to or seen, used or obtained by any person or entity except in accordance with the terms of this Agreement.
(b) Prior to the Effective Date, each Recipient and its Representatives shall not use or cause to be used any Confidential Information for any purpose other than in connection with evaluating, negotiating or advising in connection with the transactions contemplated herein, and at no time shall a Recipient or its Representatives otherwise use or cause to be used any Confidential Information for the benefit of itself or any other third party or in any manner adverse to, or to the detriment of, the Disclosing Party or its shareholders.
(c) Each Recipient shall instruct its Representatives to whom it makes disclosure that the disclosure is made in confidence and shall be kept in confidence and used only in accordance
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with this Agreement. The Recipient is liable for any breach of the obligations under this Agreement committed by its Representatives.

(d)
Notwithstanding the foregoing,
(i) the obligations of the Recipient under this section 6.03 shall not apply to any information that (A) is publicly available or becomes publicly available through no action or fault of the Recipient, (B) was already in the Recipient’s possession or known to Recipient prior to being disclosed or provided to the Recipient by or on behalf of the Disclosing Party, provided that the source of such information or material was not bound by a contractual, legal or fiduciary obligation of confidentiality to the Disclosing Party or any other party with respect thereto, (C) is obtained by the Recipient from a third party, provided, that, such third party has the lawful right to disclose the Confidential Information, or (D) is independently developed by the Recipient without reference to the Confidential Information; and
(ii) a Recipient may disclose Confidential Information if and to the extent legally required or compelled to do so by applicable law or in any governmental, administrative or judicial process (the “ Compelled Disclosure ”). The Recipient shall provide the Disclosing Party with prompt written notice of any request or requirement for Compelled Disclosure and shall co-operate with the Disclosing Party as the latter may reasonably and lawfully request with respect to the form, timing and nature of any Compelled Disclosure or seeking a protective order or other appropriate remedy. The Recipient may disclose only such Confidential Information as is specifically required or compelled to be disclosed and shall continue to use his or its best efforts to preserve the confidentiality of the Confidential Information.
(e) Upon the termination or rescission of this Agreement, each Recipient will promptly, if requested to do so by the Disclosing Party, return to the Disclosing Party or destroy all Confidential Information (including notes, writings and other material developed therefrom by Recipient) and all copies thereof and retain none for its files. The requirements of confidentiality set forth herein shall survive the return or destruction of such Confidential Information.
(f) Each Recipient hereby agrees that its failure or threat of failure to perform any obligation or duty which it has agreed to perform under this Agreement may cause irreparable harm to the Disclosing Party, which harm cannot be adequately compensated for by monetary damages. It is further agreed by each Recipient that an order of specific performance, injunctive relief or other equitable relief (or any combination thereof) against the Recipient in the event of a breach or default, or the threat of a breach or default, under the terms of this Agreement would be equitable and would not work a hardship on the Recipient and accordingly, in such event the Disclosing Party, without any bond or other security being required and in addition to whatever other remedies are or might be available at law or in equity, shall have the right to commence an action against the Recipient either to compel specific performance by, or to obtain injunctive relief or other equitable relief (or any combination thereof) against, the Recipient, with respect to any such event.
(g) Each Recipient acknowledges that the Recipient is aware, and shall advise his or its Representatives, that Canadian Securities Laws prohibit any person who has received
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material non-public information from an issuer from purchasing or selling securities of such issuer or from communicating such information to any other person.

6.04 Filings

(a) 9 Capital and Churchill shall prepare and file, or cause to be filed, any filings required under any applicable Laws, or the rules and policies of the TSXV or other Governmental Authorities relating to the Business Combination and the Amalgamation, and shall provide on a timely basis such information to each other as is necessary to complete such filings.
(b) 9 Capital covenants and agrees to take, in a timely manner, all commercially reasonable actions and steps necessary in order that effective as at the Effective Date: (i) the 9 Capital Shares, including for greater certainty, the 9 Capital Shares issuable pursuant to the Business Combination, be listed and posted for trading on the TSXV; (ii) when received, 9 Capital shall provide Churchill with copies of the conditional and final approval of the TSXV respecting the Business Combination and the listing and posting for trading of the additional 9 Capital Shares to be issued pursuant to the Business Combination; and (iii) the distribution of 9 Capital Shares to the shareholders of Churchill upon the Business Combination is exempt from the prospectus and registration requirements of the Canadian Securities Laws.

6.05 Conduct of Churchill Prior to Closing

Without in any way limiting any other obligations of Churchill hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, Churchill will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, (ii) to comply with all provisions of this Agreement, and (iii) to cooperate with 9 Capital in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct Business in the Ordinary Course . Churchill will conduct the Churchill Business and its operations and affairs only in the Churchill Ordinary Course, and Churchill will not, without the prior written consent of 9 Capital, take any action or enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of Churchill contained herein, or which may interfere with or be inconsistent with the successful completion of the transactions contemplated herein. For greater certainty, the foregoing will not restrict Churchill from entering into agreements to complete, and completing, any direct or indirect property acquisitions that it, in its sole discretion, considers appropriate;
(b) Material Adverse Effects . Churchill shall notify 9 Capital of any Churchill Material Adverse Effect;
(c) Corporate Action . Churchill will use its commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Business Combination and the transactions contemplated hereby, and to cause all necessary meetings of directors and shareholders of Churchill to be held for such purpose. In particular, Churchill will obtain the approval of its shareholders for the Amalgamation, in accordance with the OBCA (the “ Churchill Shareholder Approval ”) prior to the completion of the Business Combination.
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Churchill will not, in connection with the Churchill Shareholder Approval, mail or otherwise transmit any information circular or form of proxy or other solicitation material to any person in the United States except to Churchill Shareholders resident in the United States as at the record date of the meeting of Churchill Shareholders where Churchill Shareholder Approval will be sought, to the extent that Churchill Shareholder Approval will be sought at meeting of the Churchill Shareholders;

(d) Regulatory Consents . Churchill will use its commercially reasonable efforts to obtain, prior to the completion of the Business Combination, from all appropriate Governmental Authorities, all Authorizations required as a condition of the lawful consummation of the Business Combination, including the provision of reasonable assistance to 9 Capital to obtain the approval of the TSXV, and will effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities in connection with the same; and
(e) Contractual Consents . Churchill will give all notices and use its commercially reasonable efforts to obtain all waivers, consents and approvals required under any Contract to which Churchill is a party or by which it is bound to consummate the transactions contemplated in this Agreement.
6.06 Conduct of 9 Capital Prior to Closing

Without in any way limiting any other obligations of 9 Capital hereunder, during the period from the date hereof until the earlier of the Effective Date or the date this Agreement is terminated in accordance with its terms, 9 Capital will use its commercially reasonable efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable (i) to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement, (ii) to comply with all provisions of this Agreement, and (iii) to cooperate with 9 Capital in connection with the foregoing, including, without limitation, the following actions:

(a) Conduct Business in the Ordinary Course . 9 Capital will not carry on any business other than to pursue the Business Combination, and 9 Capital will not, without the prior written consent of 9 Capital, take any action, enter into any transaction that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of 9 Capital contained herein, or which may interfere with or be inconsistent with the successful completion of the transactions contemplated herein;
(b) Material Adverse Effects . 9 Capital shall notify Churchill of any 9 Capital Material Adverse Effect;
(c) Corporate Action . 9 Capital will use its commercially reasonable efforts to take all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the execution, delivery and performance of this Agreement and the other agreements and documents contemplated hereby and to complete the Business Combination and to cause all necessary meetings of directors and shareholders of 9 Capital and Subco to be held for such purpose.
(d) Consolidation and Name Change . 9 Capital will use its commercially reasonable efforts to complete the Consolidation and the Name Change immediately prior to the completion of the Business Combination;
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(e) Restrictive Covenants . 9 Capital shall not, directly or indirectly:
(i) amend its Constating Documents except as necessary to carry out the Consolidation and the Name Change;
(ii) issue, sell, pledge, hypothecate, lease, dispose of or encumber any of its shares or other securities, or any right, option or warrant with respect thereto, except for the issuance of 9 Capital Shares pursuant to the transactions contemplated in this Agreement or the exercise of 9 Capital Options;
(iii) split, combine or reclassify any of its securities or declare, pay or make any dividend or other distribution on its shares, or distribute any of its properties or assets to any person;
(iv) enter into or amend any employment contracts with any director, officer or key employee, create or amend any Employee Plan, make any increases in the base compensation, bonuses, paid vacation time allowed or benefits for its directors, officers, employees or consultants;
(v) hire or dismiss any employees whose total annual compensation exceeds $50,000 in the aggregate;
(vi) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or assets or otherwise) any person, partnership, joint venture or other business organization or division or acquire or agree to acquire any material assets;
(vii) create any stock option or bonus plan, pay any bonuses, deferred or otherwise, or defer any compensation to any of its directors, officers or employees;
(viii) make any material change in accounting procedures or practices;
(ix) mortgage, pledge or hypothecate any of its assets, or subject them to any Encumbrance, other than a Permitted Encumbrance;
(x) enter into any Contract or arrangement granting any rights to purchase or lease any of its assets or requiring the consent of any person to the transfer, assignment or lease of any of its assets;
(xi) sell, lease, sublease, assign or transfer (by tender offer, exchange offer, merger, amalgamation, sale of shares or assets or otherwise) any of its assets;
(xii) cancel, waive or compromise any debts or claims, including accounts payable to and receivable from affiliates;
(xiii) enter into any other material transaction or any amendment of any Contract or Authorization which is material to its business;
(xiv) settle any outstanding claim, dispute, litigation matter, or tax dispute;
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(xv) transfer any assets to any of its shareholders or any of their subsidiaries or affiliates or assume any indebtedness or Liability from a shareholder or any of their subsidiaries or affiliates or enter into any other related party transactions;
(xvi) enter into any material Contract regarding its business operations, including any joint venture, partnership or other arrangement;
(xvii) fail to pay or satisfy when due any Liability where the failure to do so would have a 9 Capital Material Adverse Effect; or

(xviii) enter into any agreement or understanding to do any of the foregoing.

(f) Regulatory Consents . 9 Capital will use its commercially reasonable efforts to obtain, prior to the Business Combination, from all appropriate Governmental Authorities, the Authorizations required as a condition of the lawful consummation of the transactions contemplated by this Agreement including the approval of the TSXV, and will effect all necessary registrations and other filings and submissions of information requested by Governmental Authorities in connection with the same;
(g) Contractual Consents . 9 Capital will give any notices and use its commercially reasonable efforts to obtain any consents and approvals required under any Contract to which 9 Capital is a party or by which it is bound to consummate the transactions contemplated hereby; and
(h) Contracts. 9 Capital will not, without the prior written consent of Churchill (such consent not to be unreasonably withheld or delayed), enter into any new Contract or amend the terms of any existing Contract to which it is a party except for the Contracts necessary to carry out the transactions contemplated in this Agreement.

6.07 Standstill of Churchill

Unless and until this Agreement is terminated pursuant to the terms hereof, Churchill agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any Confidential Information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any offer, shareholder proposal, “business combination” or “takeover bid,” exempt or otherwise, within the meaning of the Canadian Securities Laws, for securities or assets of Churchill, nor to undertake any transaction or negotiate any transaction which would be or potentially could reasonably be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory obligations. In the event Churchill, including any of its officers or directors, receives any form of offer or inquiry, Churchill shall forthwith (and in any event within one Business Day following receipt) notify 9 Capital of such offer or inquiry and provide 9 Capital with such details as it may request.

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6.08 Standstill of 9 Capital

Unless and until this Agreement is terminated pursuant to the terms hereof, 9 Capital agrees not to solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any Confidential Information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Business Combination, and without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any offer, shareholder proposal, “business combination”, “takeover bid,” or “qualifying transaction”, exempt or otherwise, within the meaning of the Canadian Securities Laws or the TSXV Corporate Finance Manual, as applicable, for securities or assets of 9 Capital, nor to undertake any transaction or negotiate any transaction which would be or potentially could reasonably be in conflict with the Business Combination, including, without limitation, allowing access to any third party to conduct due diligence, nor to permit any of its officers or directors to do so, except as required by statutory obligations. In the event 9 Capital, including any of its officers or directors, receives any form of offer or inquiry, 9 Capital shall forthwith (and in any event within one Business Day following receipt) notify Churchill of such offer or inquiry and provide Churchill with such details as it may request.

6.09 Change to Directors and Officers of 9 Capital

Upon the completion of the Business Combination:

(a) all of the the directors of 9 Capital will resign and there will be appointed in their place as directors of Capital such persons as Churchill shall designate; and
(b) all of the officers of 9 Capital will resign and there will be appointed in their place as officers of Churchill such persons as Churchill shall designate.

ARTICLE 7 CONDITIONS OF CLOSING

7.01 Conditions in Favour of 9 Capital

The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of 9 Capital, to be fulfilled or performed at or prior to the Effective Time:

(a) Constating Documents and Certificate of Corporate Existence . 9 Capital shall have received from Churchill: (i) a copy of the Constating Documents of Churchill, certified by a duly authorized officer of Churchill to be true and complete as of the Effective Date; and (ii) a certificate or the equivalent, dated not more than three days prior to the Effective Date, of the jurisdiction of incorporation of each of Churchill as to the corporate good standing thereof.
(b) TSXV Listing . The TSXV shall have conditionally approved the listing of the Resulting Issuer Shares, and all conditions shall been satisfied or are capable of being satisfied or waived in connection therewith.
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(c) Required Approvals . Churchill shall have obtained the approval of its board of directors and shareholders, in accordance with the OBCA, for this Agreement and the Transactions contemplated hereby.
(d) Proof of Corporate Action . 9 Capital shall have received from Churchill a copy, certified by a duly authorized officer thereof to be true and complete as of the Effective Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
(e) Representations and Warranties . Other the representations and warranties of Churchill set out in Sections 3.06 and 3.07 herein (which may change as a result of the issuance of additional securities or direct or indirect acquisitions of properties), the representations and warranties of Churchill contained in this Agreement will be true and correct at the Effective Time, with the same force and effect as if such representations and warranties were made at and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event they will be true as of such earlier date, or except as affected by transactions specifically permitted or contemplated by this Agreement, or except for any failures or breaches of representations and warranties which, individually or in the aggregate, would not reasonably be expected to result in a Churchill Material Adverse Effect or prevent or delay the completion of the Business Combination or other Transactions contemplated herein), and certificates of the Chief Financial Officer of Churchill dated the Effective Date will have been delivered to 9 Capital confirming the foregoing.
(f) Covenants . All of the terms, covenants and conditions of this Agreement to be complied with or performed by Churchill at or before the Effective Time will have been complied with or performed (except to the extent that the failure to comply with such covenants has not resulted in or would not result in, individually or in the aggregate, a Churchill Material Adverse Effect or prevent or delay the completion of the Business Combination or the other Transactions contemplated herein) and certificates of the Chief Financial Officer of Churchill dated the Effective Date will have been delivered to 9 Capital confirming the foregoing.
(g) Regulatory Consents . There will have been obtained, from all relevant Governmental Authorities, such Authorizations as are required to be obtained by Churchill and 9 Capital to consummate the Business Combination, including the approval of the TSXV for the Business Combination and for the listing on the TSXV of the Resulting Issuer Shares issuable pursuant to the Business Combination (including the exercise of the Replacement Options issued in replacement for or in lieu of the Churchill Options pursuant to the terms of this Agreement).
(h) Exchange Escrow . On completion of the Business Combination, each of the parties as required by the TSXV shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the TSXV.
(i) Contractual Consents . Churchill will have given or obtained the notices, consents and approvals referred to in subsection 6.05(e), as applicable, in each case in form and substance satisfactory to 9 Capital, acting reasonably.
(j) No Action or Proceeding . No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Business Combination or any other of the transactions contemplated hereby, or the right of 9 Capital, Subco, or Churchill to conduct, expand, and develop their business.
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(k) No Material Adverse Effect . There will have been no Churchill Material Adverse Effect since the date hereof and a certificate of the Chief Financial Officer of Churchill dated the Effective Date to that effect will have been delivered to 9 Capital.
(l) Dissent Rights . Dissent Rights will not have been exercised in respect of a total number of Churchill Common Shares which would, if such shares were converted into 9 Capital Shares pursuant to the Business Combination, exceed 5% of the 9 Capital Shares outstanding upon completion of the Business Combination.

Any such condition (other than Section 7.01(c)) may be waived in whole or in part by 9 Capital without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.02 Conditions in Favour of Churchill

The consummation of the Business Combination is subject to the following terms and conditions for the exclusive benefit of Churchill, to be fulfilled or performed at or prior to the Effective Time:

(a) Constating Documents and Certificate of Corporate Existence . Churchill shall have received: (i) a copy of the Constating Documents of each of 9 Capital and Subco, certified by a duly authorized officer of 9 Capital and Subco, as the case may be, to be true and complete as of the Effective Date; and (ii) a certificate or the equivalent, dated not more than three days prior to the Effective Date, of the jurisdiction of incorporation of each of 9 Capital and Subco as to the corporate good standing thereof.
(b) TSXV Listing . The TSXV shall have conditionally approved the listing of the Resulting Issuer Shares, and all conditions shall been satisfied or are capable of being satisfied or waived in connection therewith.
(c) Required Approvals . Each of 9 Capital and Subco shall have obtained the approval of its board of directors, and if required or permitted by the OBCA, its shareholders, for this Agreement and the transactions contemplated hereby.
(d) Proof of Corporate Action . Churchill shall have received from each of 9 Capital and Subco a copy, certified by a duly authorized officer thereof to be true and complete as of the Effective Date, of the records of all corporate action taken to authorize the execution, delivery and performance of this Agreement and the transactions contemplated hereby.
(e) Consolidation and Name Change . The Consolidation and the Name Change will have been completed.
(f) Representations and Warranties . The representations and warranties of 9 Capital contained in this Agreement will be true and correct at the Effective Time (prior to giving effect to the Consolidation), with the same force and effect as if such representations and warranties were made at and as of such date (except to the extent such representations and warranties speak as of an earlier date, in which event they will be true as of such earlier date, or except as affected by transactions specifically permitted or contemplated by this Agreement (including the issuance of Existing 9 Capital Shares upon the exercise of 9 Capital Options), or except for any failures or breaches of representations and warranties which, individually or in the aggregate, would not reasonably be expected to result in a 9 Capital Material Adverse Effect or prevent or delay the completion of the Business Combination or other Transactions
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contemplated herein), and a certificate of the Chief Executive Officer and the Chief Financial Officer of 9 Capital dated the Effective Date will have been delivered to Churchill confirming the foregoing.

(g) Covenants . All of the terms, covenants and conditions of this Agreement to be complied with or performed by 9 Capital at or before the Effective Time will have been complied with or performed (except to the extent that the failure to comply with such covenants has not resulted in or would not result in, individually or in the aggregate, a 9 Capital Material Adverse Effect or prevent or delay the completion of the Business Combination or the other Transactions contemplated herein), and a certificate of the Chief Executive Officer and the Chief Financial Officer of 9 Capital dated the Effective Date will have been delivered to Churchill confirming the foregoing.
(h) Regulatory Consents . There will have been obtained, from all relevant Governmental Authorities, such Authorizations as are required to be obtained by Churchill and 9 Capital to consummate the Business Combination, including the approval of the TSXV for the Business Combination and for the listing on the TSXV of the Resulting Issuer Shares issuable pursuant to the Business Combination (including the exercise of the Replacement Options issued in replacement for or in lieu of the Churchill Options pursuant to the terms of this Agreement), in each case in form and substance satisfactory to Churchill, acting reasonably.
(i) Contractual Consents . 9 Capital will have given or obtained the notices, consents and approvals referred to in subsection 6.06(g), in each case in form and substance satisfactory to 9 Capital, acting reasonably.
(j) No Action or Proceeding . No bona fide legal or regulatory action or proceeding will be pending or threatened by any person to enjoin, restrict or prohibit the Business Combination or any other of the transactions contemplated hereby, or the right of 9 Capital, Subco, or Churchill to conduct, expand, and develop their business.
(k) 9 Capital Material Adverse Effect . There will have been no 9 Capital Material Adverse Effect and a certificate of the Chief Executive Officer and the Chief Financial Officer of 9 Capital dated the Effective Date to that effect will have been delivered to Churchill.
(l) Release by Directors and Officers . Each of the directors and officers of 9 Capital that resigns as contemplated in Section 6.09 will have executed and delivered releases in favour of 9 Capital in form and substance satisfactory to Churchill, acting reasonably.
(m) Dissent Rights . Dissent Rights will not have been exercised in respect of a total number of Churchill Common Shares which would, if such shares were converted into 9 Capital Shares pursuant to the Business Combination, exceed 5% of the 9 Capital Shares outstanding upon completion of the Business Combination.

Any such condition (other than Section 7.02(c)) may be waived in whole or in part by Churchill without prejudice to any claims it may have for breach of covenant, representation or warranty or otherwise.

7.03 Filing Articles

Churchill and 9 Capital will jointly file with the Director, Articles of Amalgamation and such other documents as may be required to complete the Business Combination as soon as practical and in any

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event within one (1) Business Day after all conditions set out in Sections 7.01 and 7.02 have been satisfied or waived.

7.04 Further Assurances

Each party to this Agreement covenants and agrees that, from time to time prior to and subsequent to the Business Combination, it will execute and deliver all such documents, including all such additional conveyances, transfers, consents and other assurances and do all such other acts and things as the other party hereto, acting reasonably, may from time to time request be executed or done in order to better evidence or perfect or effectuate any provision of this Agreement or of any agreement or other document executed pursuant to this Agreement or any of the respective obligations intended to be created hereby or thereby.

ARTICLE 8 TERMINATION

8.01 Termination

This Agreement may be terminated at any time before the Effective Time, whether before or after Churchill obtains the Churchill Shareholder Approval:

(a) by the mutual agreement of 9 Capital and Churchill;
(b) by either of 9 Capital or Churchill by notice to the other if there has been a misrepresentation, breach or non-performance by the breaching party of any representation, warranty, covenant or obligation contained in this Agreement, which could reasonably be expected to have a Material Adverse Effect on the terminating party or the ability of either party to complete the Business Combination in accordance with the terms of this Agreement, provided the breaching party has been given notice of and ten (10) days to cure any such misrepresentation, breach or non-performance; or
(c) by either Churchill or 9 Capital, if the Business Combination has not been completed on or before May 31, 2021, or such later date as may be agreed to by Churchill and 9 Capital (provided, that the right to terminate this Agreement under this Section Error! Reference source not found. shall not be available to any party whose failure to fulfill any of its obligations under this Agreement has been the cause of or resulted in the failure to consummate the transactions contemplated hereby by such date),

provided that the right to terminate this Agreement is not available to a party if it is in material breach of any representation, warranty or covenant hereof.

8.02 Effect of Termination

If this Agreement is terminated in accordance with Section 8.01:

(a) this Agreement shall forthwith have no further force or effect and there shall be no obligation on the part of the parties hereunder except with respect to (i) Section 6.03, Section 8.02, Section 9.02, and Section 9.11, which will survive such termination, and (ii) a breach arising from the fraud or wilful misconduct of any party; and
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(b) neither 9 Capital nor Churchill will have any further liability to the other party except as expressly contemplated hereby, provided that the termination of this Agreement: (i) will not relieve either 9 Capital or Churchill from any liability for breach by it of this Agreement prior to such termination; or (ii) preclude a party from seeking injunctive relief to restrain any breach or threatened breach of this Agreement or otherwise to obtain specific performance of any provision of this Agreement. For greater certainty, nothing in this Agreement shall relieve, or have the effect of relieving, either 9 Capital or Churchill in any way from any liability for damages incurred or suffered by either 9 Capital or Churchill as a result of an intentional or wilful breach of the terms of this Agreement by the other party.
8.03

Waivers and Extensions

At any time prior to the earlier of the Effective Time or the termination of this Agreement in accordance with the provisions thereof, each of the parties hereto may (a) extend the time for the performance of any of the obligations or other acts of another party hereto, (b) waive any inaccuracies in the representations and warranties contained herein or in any document delivered pursuant hereto or (c) waive compliance with any of the agreements or conditions contained herein. Any such extension or waiver shall be valid if set forth in an instrument in writing signed by the party to be bound thereby.

ARTICLE 9 MISCELLANEOUS

9.01 Further Assurances

Each of the parties hereto will from time to time execute and deliver all such further documents and instruments and do all acts and things as the other party hereto may, either before or after the Business Combination, reasonably require to effectively carry out or better evidence or perfect the full intent and meaning of this Agreement.

9.02 Transaction Costs

Each party hereto will pay its respective costs and expenses (including but not limited to its legal and accounting costs) incurred in connection with the preparation, execution, delivery and performance of this Agreement and all documents and instruments executed pursuant to this Agreement and all transactions contemplated by this Agreement, and any other costs and expenses whatsoever and howsoever incurred.

9.03 Time of the Essence

Time is of the essence of this Agreement.

9.04 Public Announcements

The parties hereto shall not make any public announcement or press release concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between the parties relating to the matters contemplated herein without the prior consent of each other, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by Law or any rules of a stock exchange or similar organization by which it is bound.

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9.05 Benefit of the Agreement

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

9.06 Entire Agreement

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and cancels and supersedes any prior understandings and agreements between the parties hereto with respect thereto, including for greater certainty the Letter Agreement. The parties agree that the Letter Agreement is terminated upon the execution hereof. There are no representations, warranties, terms, conditions, undertakings or collateral agreements, express, implied or statutory, between the parties other than as expressly set forth in this Agreement.

9.07 Amendments and Waivers

No amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by both of the parties hereto. No waiver of any provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same and, unless otherwise provided, will be limited to the specific provision waived.

9.08 Assignment

This Agreement may not be assigned by a party hereto without the written consent of the other parties hereto, such consent not to be unreasonably withheld or delayed.

9.09 Notices

Any demand, notice or communication to be made or given under or pursuant to this Agreement is to be in writing, except as otherwise expressly permitted or required under this Agreement, and may be made or given by personal delivery, by registered mail or by transmittal by electronic mail addressed to the respective parties as follows:

(a) If to 9 Capital Corp., then to the following address:

82 Richmond Street East, 1st Floor Toronto, Ontario M5C 1P1

Attention: Ben Cubitt, Chief Executive Officer Email : [email protected]

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

Irwin Lowy LLP Suite 401, 217 Queen Street West Toronto Ontario M5V 0R2

Attention: Chris Irwin Email: [email protected]

(b) If to Churchill, then to the following address:
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505-133 Richmond St. W. Toronto, ON M5H 2L3

Attention: Paul Sobie, Chief Executive Officer Email : [email protected]

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

Cassels Brock & Blackwell LLP Suite 2100, Scotia Plaza 40 King Street W. Toronto, Ontario M5H 3C2 Attention: Jay Goldman Email: [email protected],

or to such other mailing or electronic mail address as any party may from time notify the others of in accordance with this paragraph. Any demand, notice or communication made or given by personal delivery is conclusively deemed to have been given on the day of actual delivery thereof, or, if made or given by registered mail, on the fifth business day following the deposit thereof in the mail or, if made or given by electronic mail, on the day of transmittal thereof if given during the normal business hours of the recipient and on the business day during which such normal business hours next occur if not given during such hours on any day. If the party making or giving such demand, notice or communication knows, or ought reasonably to know, of difficulties with the postal system which might affect the delivery of mail, any such demand, notice or communication is not to be mailed but is to be made or given by personal delivery or by electronic mail transmission.

9.10 Remedies Cumulative

The right and remedies of the parties under this Agreement are cumulative and are in addition to, and not in substitution for, any other rights and remedies available at law or in equity or otherwise. No single or partial exercise by a party of any right or remedy precludes or otherwise affects the exercise of any other right or remedy to which that party may be entitled.

9.11 Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

9.12 Attornment

For the purpose of all legal proceedings, this Agreement will be deemed to have been performed in the Province of Ontario and the courts of the Province of Ontario will have jurisdiction to entertain any action arising under this Agreement. Each party hereto hereby attorns to the jurisdiction of the courts of the Province of Ontario.

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9.13 Counterparts

This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which taken together will be deemed to constitute one and the same instrument.

9.14 Electronic Execution

Delivery of an executed signature page to this Agreement by either party by electronic transmission will be as effective as delivery of a manually executed copy of this Agreement by such party.

[The remainder of this page has been left intentionally blank. Signature page follows.]

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

9 CAPITAL CORP.

By: “ David D’Onofrio ”

Name: David D’Onofrio Title: Director

2811807 ONTARIO INC.

By: “ Ben Cubitt ”

Name: Ben Cubitt Title: Director

CHURCHILL DIAMOND CORPORATION

By: “ Paul Sobie ”

Name: Paul Sobie Title: Director

SCHEDULE A AMALGAMATION AGREEMENT

THIS AGREEMENT made as of the ___ day of _____, 2021.

B E T W E E N:

2811807 ONTARIO INC.

existing under the Business Corporations Act (Ontario)

(hereinafter referred to as “ Subco ”)

and -

CHURCHILL DIAMOND CORPORATION

existing under the Business Corporations Act (Ontario)

(hereinafter referred to as “ Churchill ”)

WHEREAS:

The parties hereto have entered into a business combination agreement with 9 Capital Corp. (“ 9 Capital ”) dated as of January 31, 2021 pursuant to which the parties thereto have agreed that the business and assets of Churchill will be combined with those of Subco (the “ Business Combination Agreement ”).
The authorized capital of Subco consists of an unlimited number of common shares of which 100 are issued and outstanding as fully paid and non-assessable.
The authorized capital of Churchill consists of an unlimited number of common shares of which  are issued and outstanding as fully paid and non-assessable.
Subco and Churchill have agreed to amalgamate under the OBCA (as hereinafter defined) upon the terms and conditions hereinafter set out;
Effective upon the Amalgamation (as herein after defined), 9 Capital shall issue to each Churchill Shareholder (as herein after defined) one 9 Capital Share (as hereinafter defined) for each one Churchill Share (as herein after defined);

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

1. Interpretation

In this Agreement including the recitals:

“ 9 Capital Shares ” means common shares in the capital of 9 Capital after giving effect to the Consolidation;

“ Agreement ” means this amalgamation agreement, at it may be amended or supplemented at any time and from time to time after the date hereof;

“ Amalco ” means the corporation resulting from the amalgamation of Subco and Churchill pursuant to the Amalgamation;

“ Amalco Shares ” means the common shares in the capital of Amalco;

“ Amalgamating Corporation ” means each of Subco and Churchill and “ Amalgamating Corporations ” means both of them;

“ Amalgamation ” means the amalgamation of the Amalgamating Corporations under Section 174 of the OBCA on the terms and subject to the conditions set out in this Agreement;

“ Business Combination ” means the business combination among 9 Capital, Subco and Churchill pursuant to which Churchill Shareholders will receive 9 Capital Shares on the basis of one 9 Capital Share for each one Churchill Common Share held and 9 Capital will become the parent company of Amalco;

“ Business Combination Agreement ” has the meaning ascribed thereto in the preamble to this Agreement;

“ Certificate of Amalgamation ” means the certificate of amalgamation to be issued by the Director in respect of the Amalgamation;

“ Churchill Common Shares ” means common shares in the capital of Churchill;

“ Churchill Shareholder ” means a registered holder of Churchill Common Shares, from time to time, and “ Churchill Shareholders ” means all of such holders;

“ Consolidation ” means the consolidation of Existing 9 Capital Shares on the basis of one (1) 9 Capital Share for every 1.7 Existing 9 Capital Shares;

“ Director ” means the director appointed under Section 278 of the OBCA;

“ Effective Date ” means the date shown on the Certificate of Amalgamation;

“ Effective Time ” has the meaning ascribed to it in Section 9;

“ Existing 9 Capital Shares ” means common shares in the capital of 9 Capital as it currently exists;

“ Government Authority ” means and includes, without limitation, any foreign, national, provincial, local or state government, or political subdivision of any government, judicial, public or statutory instrumentality, court, tribunal, commission, board, agency (including those pertaining to health, safety or the environment), authority, body or entity, or other regulatory bureau, authority, body or entity having legal jurisdiction over the activity or Person in question and, for greater certainty, includes the TSX-V;

“ ITA ” means the Income Tax Act (Canada), as amended, and all regulations thereunder;

“ OBCA ” means the Business Corporations Act (Ontario), as amended from time to time;

“ Parties ” means Subco and Churchill;

“ Person ” includes any individual, sole proprietorship, firm, partnership, joint venture, venture capital fund, limited liability company, unlimited liability company, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, union, Government Authority, syndicate or other entity, whether or not having legal status;

“ Subco Shares ” means common shares in the capital of Subco;

“ Transfer Agent ” means the registrar and transfer agent of 9 Capital; and

“ TSX-V ” means the TSX Venture Exchange.

2. Paramountcy

In the event of any conflict between the provisions of this Agreement and the provisions of the Business Combination Agreement, the provisions of the Business Combination shall prevail.

3. Agreement to Amalgamate

Each of the Parties hereby agrees to the Amalgamation. The Amalgamating Corporations shall amalgamate to create Amalco on the terms and conditions set out in this Agreement.

4. Amalgamation

The Parties shall cause the Articles of Amalgamation to be filed pursuant to the OBCA to effect the Amalgamation. Under the Amalgamation at the Effective Time:

(a) Subco and Churchill will amalgamate and continue as Amalco with the name “Churchill Diamond Corporation”;
(b) each holder of Churchill Common Shares (other than dissenting Churchill Shareholders who do not cancel their Churchill Common Shares in consideration of obtaining 9 Capital Shares on the Amalgamation) shall receive one fully paid and non-assessable 9 Capital Share for each Churchill Common Share held (the “ Exchange Ratio ”), following which all such Churchill Common Shares shall be cancelled;
(c) each option to purchase a Churchill Common Share (“ Churchill Option ”) which is outstanding and has not been duly exercised prior to the Effective Date shall be exchanged for an option to purchase (each, a “ Replacement Option ”) from 9 Capital the number of 9 Capital Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of Churchill Common Shares subject to such Churchill Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per 9 Capital Share (rounded up to the nearest whole cent) equal to (y) the exercise price per Churchill Share otherwise purchasable pursuant to such Churchill Option, subject to adjustment to meet the requirements of Subsection 7(1.4) of the ITA as provided below divided by (z) the Exchange Ratio. If the foregoing calculation results in the total Replacement Options of a particular holder being exercisable for a number of 9 Capital Shares that includes a fractional 9 Capital Share, the total number of 9 Capital Shares subject to such holder’s total Replacement Options shall be rounded down to the nearest whole number of 9 Capital Shares. All terms and conditions of a Replacement Option, including the term to expiry, conditions to and manner of exercising, will be the same as the Churchill Option for which it was exchanged, and any certificate or option agreement previously evidencing the Churchill Option shall
4 -

thereafter evidence and be deemed to evidence such Replacement Option. It is intended that subsection 7(1.4) of the Tax Act apply to the exchange of Churchill Options. Accordingly, and notwithstanding the foregoing, if required, the exercise price of a Replacement Option will be increased such that the aggregate In-The-Money Amount of the Replacement Option immediately after the exchange does not exceed the In-The-Money Amount of the Churchill Option immediately before the exchange, and:

(i) each holder of Churchill Options shall cease to be the holder of Churchill Options, or have any rights as a holder of such Churchill Options (other than to receive Replacement Options in accordance with the Business Combination);
(ii) each name of a holder of Churchill Options shall be removed from the register of Churchill Options maintained by or on behalf of Churchill; and
(iii) all Churchill Options exchanged pursuant to this Section 4(c) shall be cancelled;
(d) all other convertible securities issued by Churchill shall be exchanged for convertible securities in the capital of 9 Capital on the basis of the Exchange Ratio, with all terms thereof adjusted accordingly;
(e) 9 Capital shall receive one fully paid and non-assessable Amalco Share for each one Subco Share held by 9 Capital, following which all such Subco Shares shall be cancelled;
(f) in consideration of the issuance of 9 Capital Shares in Section 4(b), Amalco shall issue to 9 Capital one Amalco Share for each 9 Capital Share issued;
(g) the 9 Capital Shares shall be issued fully paid in consideration of the cancellation of the Churchill Common Shares immediately prior to the Effective Time, excluding any Churchill Common Shares held by dissenting Churchill Common Shareholders who do not cancel their Churchill Common Shares in consideration of obtaining 9 Capital Shares in the Amalgamation;
(h) Amalco shall add to the stated capital maintained in respect of the Amalco Shares an amount such that the stated capital of the Amalco Shares shall be equal to the aggregate paid-up capital for purposes of the ITA of the Subco Shares and Churchill Common Shares immediately prior to the Effective Time;
(i) 9 Capital shall be entitled to deduct and withhold from any consideration otherwise payable pursuant to Transactions to any holder of Churchill Common Shares such amounts as it determines are required or permitted to be deducted and withheld with respect to such payment under the ITA or any provision of provincial, state, local or foreign tax law, in each case as amended; to the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the holder of the Churchill Common Shares in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority; and
(j) Amalco will become a wholly-owned subsidiary of 9 Capital.
5 -

5. Delivery of Securities Following Amalgamation

In accordance with normal commercial practice, as soon as practicable following the Effective Date, 9 Capital, directly or through the Transfer Agent, shall issue Direct Registration Advices or certificates representing the appropriate number of 9 Capital Shares to the former holders of Churchill Common Shares.

6. Effect of Amalgamation

(a) The Amalgamating Corporations shall be amalgamated and continue as one corporation under the terms and conditions prescribed in this Agreement.
(b) The Amalgamating Corporations shall cease to exist as entities separate from Amalco.
(c) Amalco shall possess all the property, rights, privileges and franchises and shall be subject to all liabilities, including civil, criminal and quasi-criminal, and all contracts, disabilities and debts of each of the Amalgamating Corporations.
(d) A conviction against, or ruling, order or judgment in favour or against an Amalgamating Corporation may be enforced by or against Amalco.
(e) The articles of amalgamation shall be deemed to be the articles of incorporation of Amalco.
(f) Amalco shall be deemed to be the party plaintiff or the party defendant, as the case may be, in any civil action commenced by or against an Amalgamating Corporation before the Amalgamation has become effective.

7. Fractional Shares

No fractional 9 Capital Shares shall be issued to holders of Churchill Common Shares; in lieu of any fractional entitlement, the number of 9 Capital Shares issued to each former holder of Churchill Common Shares shall be rounded up to the nearest whole 9 Capital Share in the event that the former holder of Churchill Common Shares is entitled to receive a fractional share representing 0.5 or more of a 9 Capital Share, or be rounded down to the nearest whole 9 Capital Share in the event that the former holder of Churchill Common Shares is entitled to receive a fractional share representing less than 0.5 of a 9 Capital Share.

8. Filing of Articles of Amalgamation

If this Agreement is adopted by each of the Amalgamating Corporations as required by the OBCA, the Amalgamating Corporations agree that they will, jointly and together, file with the Director, agreed upon Articles of Amalgamation in the form prescribed under the OBCA.

9. Effective Time

The Amalgamation shall take effect and go into operation at 12:01 a.m. on the Effective Date, if this Agreement has been adopted as required by law and all necessary filings have been made with the Director before that time, or at such later time, or time and date, as may be determined by the directors or by special resolutions of the Amalgamating Corporations when this Agreement shall have been adopted as required by law; provided, however, that if this Agreement is terminated under Section 19, the Amalgamation shall not take place notwithstanding the fact that this Agreement may have been adopted by the shareholders of the Amalgamating Corporations.

10. Registered Office

The registered office of Amalco shall be in the City of Toronto in the Province of Ontario. The address of the first registered office of Amalco shall be: 505-133 Richmond St. W. Toronto, ON M5H 2L3.

11. Amalco Name

The name of Amalco shall be “Churchill Diamond Corporation”.

12. Articles and By-Laws

(a) The Articles of Amalgamation are deemed to be the articles of incorporation of Amalco and, except for the purposes of subsection 117(1) of the OBCA, the Certificate of Amalgamation is deemed to be the certificate of incorporation of Amalco.
(b) The by-laws of Amalco shall be the by-laws of Churchill, a copy of which may be examined at the following address: 505-133 Richmond St. W. Toronto, ON M5H 2L3.

13. Activities

There will be no limitations on the activities of Amalco. The directors of Amalco shall be authorized to borrow money on the credit of Amalco.

14. Authorized Capital

The authorized capital of Amalco shall consist of an unlimited number of common shares without nominal or par value.

15. Number of Directors

The board of directors of Amalco shall consist of not less than one and not more than 10 directors, the exact number of which shall be determined by the directors from time to time.

16. Initial Directors

The first directors of Amalco shall be the persons whose names and residential addresses appear

below:

Name Paul Sobie	Prescribed Address 505-133 Richmond St. W. Toronto,ON M5H 2L3

The above directors will hold office from the Effective Date until the first annual meeting of shareholders of Amalco or until their successors are elected or appointed.

17. Transfer of Shares

The right to transfer of shares in the capital of Amalco shall be restricted in that no shareholder shall be entitled to transfer any share or shares unless its transfer complies with the restriction on the transfer of securities set out in section 18(b) hereof.

18. Special Provisions

Subject to the provisions of the OBCA, the following provisions shall apply to Amalco:

(a) Without in any way restricting the powers conferred upon Amalco or its board of directors by the OBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, the board of directors may from time to time, without authorization of the shareholders, in such amounts and on such terms as it deems expedient:
(i) borrow money upon the credit of Amalco;
(ii) issue, re-issue, sell or pledge debt obligations of Amalco;
(iii) subject to the provisions of the OBCA, as now enacted or as the same may from time to time be amended, re-enacted or replaced, give a guarantee on behalf of Amalco to secure performance of an obligation of any person; and
(iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of Amalco owned or subsequently acquired, to secure any obligation of Amalco.

The board of directors may from time to time delegate to a director, a committee of directors or an officer of Amalco any or all of the powers conferred on the board as set out above, to such extent and in such manner as the board shall determine at the time of such delegation.

(b) No securities of Amalco, other than non-convertible debt securities, shall be transferred without either:
(i) the approval of the directors of Amalco expressed by a resolution passed at a meeting of the board of directors or by a resolution in writing signed by all of the directors entitled to vote on that resolution at a meeting of directors; or
(ii) the approval of the holders of shares of Amalco carrying at least a majority of the votes entitled to be cast at a meeting of shareholders, expressed by a resolution passed at a meeting of the holders of such shares or by an instrument or instruments in writing signed by the holders of a majority of such shares.

19. Termination

This Agreement may be terminated by the board of directors of each of the Amalgamating Corporations, notwithstanding the approval of this Agreement by the shareholders of the Amalgamating Corporations, at any time prior to the issuance of the Certificate of Amalgamation and following the termination of the Master Agreement, without, except as provided in the Master Agreement, any recourse by any Party hereto or any of their shareholders or other Persons.

20. Governing Law

This Agreement shall be governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein. Each Party hereby irrevocably attorns to the jurisdiction of the courts of the Province of Ontario in respect of all matters arising under or in relation to this Agreement.

21. Further Assurances

Each of the Parties agrees to execute and deliver such further instruments and to do such further reasonable acts and things as may be necessary or appropriate to carry out the intent of this Agreement.

22. Time of the Essence

Time shall be of the essence of this Agreement.

23. Amendments

This Agreement may only be amended or otherwise modified by written agreement executed by the Parties.

24. Counterparts

This Agreement may be signed in counterparts (including counterparts by facsimile), and all such signed counterparts, when taken together, shall constitute one and the same agreement, effective on this date.

[The remainder of this page has been left intentionally blank. Signature page follows.]
9 -

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

2811807 ONTARIO INC.

By: Name: Ben Cubitt Title: Director

CHURCHILL DIAMOND CORPORATION

By: Name: Paul Sobie Title: Director

SCHEDULE B CHURCHILL DISCLOSURE SCHEDULE

B-2 -

SECTION 3.21 CHURCHILL MATERIAL CONTRACTS

Taylor Brook Option Agreement (as such term is defined in the Business Combination Agreement).

SCHEDULE C 9 CAPITAL DISCLOSURE SCHEDULE

C-2 -

SECTION 4.17

9 CAPITAL MATERIAL CONTRACTS

The transfer agent, registrar and distributing agent agreement dated as of August 10, 2018 between 9 Capital Corp. and TSX Trust Company.
The escrow agreement dated as of August 13, 2018 among 9 Capital, TSX Trust Company and certain shareholders of 9 Capital Corp.
The agency agreement dated as of August 10, 2018 among 9 Capital Corp. and PI Financial Corp.
C-3 -

SECTION 4.18 OTHER CONTRACTS OF 9 CAPITAL

None.

SCHEDULE D

TAYLOR BROOK, PELLY BAY AND WHITE RIVER MINERAL RIGHTS

Project	License Number	Number of Claims	Issuance Date	Title Owner	Area (km2)
Taylor Brook	027290M	13	08/29/2019	Altius Resources Inc.	56.5
	031511M	213	Pending	Altius Resources Inc.
Pelly Bay	Prospecting Licence #20031	153	24/07/2014	Churchill Diamond Corporation	1,707.50
White River	Client Number 206079	946	10/04/2018	Rudolf Wahl	201.90
White River	Client Number 413087	35	01/07/2019	Churchill Diamond Corporation	7.47
White River	Client Number 413087	181	13/07/2019	Churchill Diamond Corporation	38.65
White River	Client Number 413087	185	13/09/2019	Churchill Diamond Corporation	39.56
White River	Client Number 413087	8	09/11/2019	Churchill Diamond Corporation	1.71
White River Totals		1,355			289.29

AI assistant

Churchill Resources — Merger & Acquisition 2021

47605_rns_2021-02-08_1fb60642-d0a1-47ae-9e5e-4a2dee33bc9d.pdf

BUSINESS COMBINATION AGREEMENT

9 CAPITAL CORP.

and

and

CHURCHILL DIAMOND CORPORATION

TABLE OF CONTENTS

ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF 9 CAPITAL AND SUBCO24

ARTICLE 5 SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES3

SCHEDULES

BUSINESS COMBINATION AGREEMENT

A M O N G:

ARTICLE 1 INTERPRETATION

1.02 Headings

1.03 Extended Meanings

1.04 Statutory References

1.05 Accounting Principles

1.06 Currency

1.07 Schedules

ARTICLE 2 BUSINESS COMBINATION

2.01 Business Combination

2.02 Outstanding Options and Warrants

2.03 Dissent Rights

ARTICLE 3 REPRESENTATIONS AND WARRANTIES OF CHURCHILL

3.01 Incorporation and Registration

3.02

Subsidiaries

3.03 Bankruptcy, etc.

3.04 Due Authorization, etc.

3.05 Absence of Conflict

3.06 Capital Stock

3.07 Options and Other Convertible Securities

3.08

No Pre-Emptive Rights

3.09 Financial Statements

3.10 Absence of Changes

3.11 Internal Controls Over Financial Reporting

3.12 Ordinary Course

3.13 No Restrictions on Activities

3.14 Extent of Liabilities

3.16

No Guarantees

3.17 Intellectual Property

3.20 Technical Report

3.21 Churchill Material Contracts

3.22 Other Contracts

3.23 Taxes and Governmental Charges

3.25 Absence of Litigation, etc.

3.26 Compliance with Laws

3.27 Authorizations and Consents

3.29 No Powers of Attorney

3.30

Insurance

3.31 Authorizations

3.32 Fees and Commissions

3.33 Books and Records

3.34 Restrictions on Business Combination

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF 9 CAPITAL AND SUBCO

4.01 Incorporation

4.02 Subsidiaries

4.03 Bankruptcy, etc.

4.04 Due Authorization, etc.

4.05 Absence of Conflict

4.06 Capital Stock

4.07 Options and Other Convertible Securities

4.08 Voting Agreements

4.10 Absence of Changes

4.11 Internal Controls Over Financial Reporting

4.12 Ordinary Course

4.13 No Restrictions on Activities

4.14 Liabilities

4.15 Non-Arm’s Length Transactions

4.16

No Guarantees

4.17 9 Capital Material Contracts

4.18 Other Contracts

4.19 Title to Property and Assets

Churchill Resources Merger & Acquisition 2021