Collective Mining Ltd. — Merger & Acquisition 2021

May 20, 2021

	For Ministry Use Onto Ministry of Government A l'usage exclusif au multistanti Consumer Services			તારણ નહેતું જ્યુત જનગણજન્મ એન્જનરાજણપાસ્તુલ ૧૦ (ફરાવર્ગ ગામરા) પાસ Ministère des Services couvernementaux et des Services aux consommateurs								Ontario Corporation Number Numéro de la société en Ontario
	- 1980년 Ontario CERTIFICATE CERTIFICAT This is to dertify that these articles are effective on				Geci certifie que les présents statuts entrent en vigueur le							5050066
												2021
		MAY 20 MAI, Caebaco flachith Business Corporations Act / Loi sur les sociétés par actions	्राप्त के संगीत	Director / Directrice
		ARTICLES OF AMALGAMATION STATUTS DE FUSION
Form 4 Business	1.	The name of the amalgamated corporation is: (Set out in BLOCK CAPITAL LETTERS) Dénomination sociale de la société issue de la fusion: (Écrire en LETTRES MAJUSCULES SEULEMENT) :
Corporations Act		C $ \mathbf{L} $ $\Omega$	L E	$\mathbf C$ T	$\bf{I}$	V	Ε		M $\bf{I}$	N	1	N G			I	N	$\mathbf C$
Formule 4 Loi sur les
sociétés par actions
	2.	The address of the registered office is: Adresse du siège social :
		Suite 2100, Scotia Plaza, 40 King Street West Street & Number or R.R. Number & If Multi-Office Building give Room No. / Rue et numéro ou numéro de la R.R. et, s'il s'agit d'un édifice à bureaux, numéro du bureau
		Toronto Name of Municipality or Post Office / Nom de la municipalité ou du bureau de poste																ONTARIO	M	5	H	$\mathbf{3}$ Postal Code/Code postal	$\mathbf C$ $\overline{2}$
	3.	Number of directors is: $\vert$ $\vert$ OR minimum and maximum Fixed number Nombre d'administrateurs : 1 OU minimum et maximum Nombre fixe											10
	4.	The director(s) is/are: / Administrateur(s) :
		First name, middle names and surname Prénom, autres prénoms et nom de famille								Address for service, giving Street & No. or R.R. No., Municipality, Province, Country and Postal Code Domicile élu, y compris la rue et le numéro ou le numéro de la R.R., le nom de la municipalité, la province, le pays et le code postal											Resident Canadian State 'Yes' or 'No' Résident canadien Oul/Non
	Ari Sussman							2201 Sunset Drive, Miamia Beach, Florida, USA 33140													No
	Paul Begin							2291 North Ridge Trail, Oakville, Ontario L6H 0C4												Yes
)7121 (201105)		© Queen's Printer for Ontario. 2011 / © Imprimeur de la Reine nour l'Ontario. 2014

5. Method of amalgamation, check A or B
Méthode choisie pour la fusion - Cocher A ou B :

A- Amalgamation Agreement / Convention de fusion :

The amalgamation agreement has been duly adopted by the shareholders of each of the amalgamating corporations as required by subsection 176 (4) of the Business Corporations Act on the date set out below. Les actionnaires de chaque société qui fusionnne ont dûment adopté la convention de fusion conformément au paragraphe 176(4) de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.

$B -$ Amalgamation of a holding corporation and one or more of its subsidiarles or amalgamation of subsidiaries / Fusion d'une société mère avec une ou plusieurs de ses filiales ou fusion de filiales :

$\boxtimes$

$or$ ou

The amalgamation has been approved by the directors of each amalgamating corporation by a resolution as required by section 177 of the Business Corporations Act on the date set out below. Les administrateurs de chaque société qui fusionne ont approuvé la fusion par voie de résolution conformément à l'article 177 de la Loi sur les sociétés par actions à la date mentionnée ci-dessous.

The articles of amalgamation in substance contain the provisions of the articles of incorporation of Les statuts de fusion reprennent essentiellement les dispositions des statuts constitutifs de

and are more particularly set out in these articles. et sont énoncés textuellement aux présents statuts.

Names of amalgamating corporations Dénomination sociale des sociétés qui fusionnent	Ontarlo Corporation Number Numéro de la société en Ontarlo	Date of Adoption/Approval Date d'adoption ou d'approbation
		Year Month Day année mois jour
Collective Mining Inc.	002742069	2021/05/10
2810651 Ontario Inc.	002810651	2021/05/17

Restrictions, if any, on business the corporation may carry on or on powers the corporation may exercise.
Limites, s'il y a lieu, imposées aux activités commerciales ou aux pouvoirs de la société.

There are no restrictions.

1. The classes and any maximum number of shares that the corporation is authorized to issue:
   Catégories et nombre maximal, s'il y a lieu, d'actions que la société est autorisée à émettre :

The Company is authorized to issue:

1. an unlimited number of common shares; and

2. an unlimited number of special shares, issuable in series.

07121 (201105)

1. Rights, privileges, restrictions and conditions (if any) attaching to each class of shares and directors authority with respect to any class of shares which may be issued in series:

Droits, privilèges, restrictions et conditions, s'il y a lieu, rattachés à chaque catégorie d'actions et pouvoirs des administrateurs relatifs à chaque catégorie d'actions qui peut être emise en série :

Common Shares

(1) Each holder of common shares shall be entitled to receive notice of and to attend all meetings of shareholders of the Company, except meetings at which only holders of other classes or series of shares are entitled to attend, and at all such meetings shall be entitled to one vote in respect of each common share held by such holder.

(2) The holders of common shares shall be entitled to receive dividends if and when declared by the board of directors.

(3) In the event of any liquidation, dissolution or winding-up of the Company or other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, the holders of common shares shall be entitled, subject to the rights of holders of shares of any class ranking prior to the common shares, to receive the remaining property or assets of the Company.

Special Shares

(1) The special shares may from time to time be issued in one or more series and subject to the following provisions, and subject to the sending of articles of amendment in prescribed form, and the endorsement thereon of a certificate of amendment in respect thereof, the directors may fix from time to time before such issue the number of shares that is to comprise each series and the designation, rights, privileges, restrictions and conditions attaching to each series of special shares including, without limiting the generality of the foregoing, the rate or amount of dividends or the method of calculating dividends, the dates of payment thereof, the redemption, purchase and/or conversion prices and terms and conditions of redemption, purchase and/or conversion, and any sinking fund or other provisions.

(2) The special shares of each series shall, with respect to the payment of dividends and the distribution of assets or return of capital in the event of liquidation, dissolution or winding up of the Company, whether voluntary or involuntary, or any other return of capital or distribution of the assets of the Company among its shareholders for the purpose of winding up its affairs, rank on a parity with the special shares of every other series and be entitled to preference over the common shares and over any other shares of the Company ranking junior to the special shares. The special shares of any series may also be given such other preferences, not inconsistent with these articles, over the special shares and any other shares of the Company ranking junior to the special shares as may be fixed as provided herein.

(3) If any cumulative dividends or amounts payable on the return of capital in respect of a series of special shares are not paid in full, all series of special shares shall participate rateably in respect of such dividends and return of capital.

(4) The special shares of any series may be made convertible into special shares of any other series or common shares at such rate and upon such basis as the directors in their discretion may determine.

The issue, transfer or ownership of shares is/is not restricted and the restrictions (if any) are as follows: 9. L'émission, le transfert ou la propriété d'actions est/n'est pas restreint. Les restrictions, s'il y a lieu, sont les suivantes :

If the Company:

(a) is not a reporting issuer or investment fund within the meaning of applicable securities legislation; and

(b) has not distributed to the public (excluding accredited investors within the meaning of applicable securities legislation) any of its securities,

then no shares in the capital of the Company shall be transferred without either:

(i) the previous consent of the board of directors expressed by a resolution passed by the board of directors or by an instrument or instruments in writing signed by a majority of the directors; or

(ii) the previous consent of the holders of at least 51% of the shares of that class for the time being outstanding expressed by a resolution passed by the shareholders or by an instrument or instruments in writing signed by such shareholders.

1. Other provisions, (if any): Autres dispositions, s'il y a lieu :

None.

1. The statements required by subsection 178(2) of the Business Corporations Act are attached as Schedule "A". Les déclarations exigées aux termes du paragraphe 178(2) de la Loi sur les sociétés par actions constituent l'annexe A.

2. A copy of the amalgamation agreement or directors' resolutions (as the case may be) is/are attached as Schedule "B". Une copie de la convention de fusion ou les résolutions des administrateurs (selon le cas) constitue(nt) l'annexe B.

These articles are signed in duplicate. Les présents statuts sont signés en double exemplaire.

Name and original signature of a director or authorized signing officer of each of the amalgamating corporations.
Include the name of each corporation, the signatories name and description of office (e.g. president, secre habilité peut signer au nom de la société.

COLLECTIVE MINING INC.

Names of Corporation By / Par	cho nination sociale des sociétés
	PAUL BEGIN	DIRECTOR
Signature / Signat	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction
2810651 ONTARIO INC.
Names of Corporations / Dénomination sociale des sociétés By / Par
	DAVID D'ONOFRIO	PRESIDENT
Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction
Names of Corporations / Dénomination sociale des sociétés By / Par
Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction
Names of Corporations / Dénomination sociale des sociétés By / Par
Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction
Names of Corporations / Dénomination sociale des sociétés By / Par
Signature / Signature	Print name of signatory / Nom du signataire en lettres moulées	Description of Office / Fonction

07121 (201105)

AMALGAMATION AGREEMENT

THIS AGREEMENT made as of the 20^th day of May, 2021.

BETWEEN:

2810651 ONTARIO INC.

existing under the Business Corporations Act (Ontario)

(hereinafter referred to as "Subco")

$-$ and $-$

COLLECTIVE MINING INC.

existing under the Business Corporations Act (Ontario)

(hereinafter referred to as "Collective")

WHEREAS:

• The parties hereto have entered into a business combination agreement with POCML 5 Inc. 1. ("POCML5") dated as of February 26, 2021 pursuant to which the parties thereto have agreed that the business and assets of Collective 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 $2.$ issued and outstanding as fully paid and non-assessable.
• 1. The authorized capital of Collective consists of an unlimited number of common shares of which 22,117,465 are issued and outstanding as fully paid and non-assessable.
• 1. Subco and Collective have agreed to amalgamate under the OBCA (as hereinafter defined) upon the terms and conditions hereinafter set out:
• 1. Effective upon the Amalgamation (as herein after defined), POCML5 shall issue to each Collective Shareholder (as herein after defined) one POCML5 Share (as hereinafter defined) for each one Collective 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:

"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 Collective pursuant to the Amalgamation;

"Amalco Shares" means the common shares in the capital of Amalco;

"Amalgamating Corporation" means each of Subco and Collective 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 POCML5, Subco and Collective pursuant to which Collective Shareholders will receive POCML5 Shares on the basis of one POCML5 Share for each one Collective Common Share held and POCML5 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;

"Collective Common Shares" means common shares in the capital of Collective;

"Collective Shareholder" means a registered holder of Collective Common Shares, from time to time, and "Collective Shareholders" means all of such holders;

"Consolidation" means the consolidation of Existing POCML5 Shares on the basis of one (1) POCML5 Share for every four (4) Existing POCML5 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 POCML5 Shares" means common shares in the capital of POCML5 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 Collective;

"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;

"POCML5 Shares" means common shares in the capital of POCML5 after giving effect to the Consolidation:

"Subco Shares" means common shares in the capital of Subco;

"Transfer Agent" means the registrar and transfer agent of POCML5; 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.

$\boldsymbol{4}$ . 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:

• Subco and Collective will amalgamate and continue as Amalco with the name "Collective $(a)$ Mining Inc.":
• $(b)$ each holder of Collective Common Shares (other than dissenting Collective Shareholders who do not cancel their Collective Common Shares in consideration of obtaining POCML5 Shares on the Amalgamation) shall receive one fully paid and non-assessable POCML5 Share for each Collective Common Share held (the "Exchange Ratio"), following which all such Collective Common Shares shall be cancelled:
• $(c)$ each option to purchase a Collective Common Share ("Collective 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 POCML5 the number of POCML5 Shares equal to (i) the Exchange Ratio multiplied by (ii) the number of Collective Common Shares subject to such Collective Option immediately prior to the Effective Date. Such Replacement Option shall provide for an exercise price per POCM15 Share (rounded up to the nearest whole cent) equal to (y) the exercise price per Collective Share otherwise purchasable pursuant to such Collective 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 POCML5Shares that includes a fractional POCML5 Share, the total number of POCML5 Shares subject to such holder's total Replacement Options shall be rounded down to the nearest whole number of POCML5 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 Collective Option for which

$(3)$

it was exchanged, and any certificate or option agreement previously evidencing the Collective 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 Collective 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 Collective Option immediately before the exchange, and:

• $(i)$ each holder of Collective Options shall cease to be the holder of Collective Options. or have any rights as a holder of such Collective Options (other than to receive Replacement Options in accordance with the Business Combination);
• $(ii)$ each name of a holder of Collective Options shall be removed from the register of Collective Options maintained by or on behalf of Collective; and
• $(iii)$ all Collective Options exchanged pursuant to this Section 4(c) shall be cancelled;
• $(d)$ all other convertible securities issued by Collective shall be exchanged for convertible securities in the capital of POCML5 on the basis of the Exchange Ratio, with all terms thereof adjusted accordingly;
• POCML5 shall receive one fully paid and non-assessable Amalco Share for each one Subco $(e)$ Share held by POCML5, following which all such Subco Shares shall be cancelled;
• $(f)$ in consideration of the issuance of POCML5 Shares in Section 4(b), Amalco shall issue to POCML5 one Amalco Share for each POCML5 Share issued;
• the POCML5 Shares shall be issued fully paid in consideration of the cancellation of the $(g)$ Collective Common Shares immediately prior to the Effective Time, excluding any Collective Common Shares held by dissenting Collective Common Shareholders who do not cancel their Collective Common Shares in consideration of obtaining POCML5 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 Collective Common Shares immediately prior to the Effective Time;
• POCML5 shall be entitled to deduct and withhold from any consideration otherwise payable $(i)$ pursuant to Transactions to any holder of Collective 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 Collective 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
• $(i)$ Amalco will become a wholly-owned subsidiary of POCML5.

5. Delivery of Securities Following Amalgamation

In accordance with normal commercial practice, as soon as practicable following the Effective Date, POCML5, directly or through the Transfer Agent, shall issue Direct Registration Advices or certificates representing the appropriate number of POCML5 Shares to the former holders of Collective Common Shares.

6. Effect of Amalgamation

• The Amalgamating Corporations shall be amalgamated and continue as one corporation $(a)$ under the terms and conditions prescribed in this Agreement.
• The Amalgamating Corporations shall cease to exist as entities separate from Amalco. $(b)$
• $(c)$ 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 POCML5 Shares shall be issued to holders of Collective Common Shares; in lieu of any fractional entitlement, the number of POCML5 Shares issued to each former holder of Collective Common Shares shall be rounded up to the nearest whole POCML5 Share in the event that the former holder of Collective Common Shares is entitled to receive a fractional share representing 0.5 or more of a POCML5 Share, or be rounded down to the nearest whole POCML5 Share in the event that the former holder of Collective Common Shares is entitled to receive a fractional share representing less than 0.5 of a POCML5 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.

$(S)$

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: Suite 2100, Scotia Plaza, 40 King Street W., Toronto, Ontario M5H 3C2.

11. Amalco Name

The name of Amalco shall be "Collective Mining Inc.".

12. Articles and By-Laws

• The Articles of Amalgamation are deemed to be the articles of incorporation of Amalco and, $(a)$ 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 Collective, a copy of which may be examined at the following address: Suite 2100, Scotia Plaza, 40 King Street W., Toronto, Ontario M5H 3C2.

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	Prescribed Address
	40 King St. West, Suite 2100
Paul Begin	Toronto, Ontario M5H 3C2
	2291 North Ridge Trail
Ari Sussman	Oakville, Ontario L6H 0C4

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.

$\ddot{\phantom{a}}$

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;
• subject to the provisions of the OBCA, as now enacted or as the same may from $(iii)$ 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
• mortgage, hypothecate, pledge or otherwise create a security interest in all or any $(iv)$ 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.

• No securities of Amalco, other than non-convertible debt securities, shall be transferred $(b)$ 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.]

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

$\sim$

2810651 ONTARIO INC.

By: $D f$

Name: David D'Onofrio Title: Director

COLLECTIVE MINING INC.

By: Name: Kaul-Begin Title: Director

$Q$

Schedule A-1

COLLECTIVE MINING INC.

Statement of Director or Officer Pursuant to Subsection 178 (2) of the Business Corporations Act (Ontario)

I, Paul Begin, being a director and officer of Collective Mining Inc. (the "Company"), one of the amalgamating corporations listed in the Articles of Amalgamation to which this statement is attached (the "Articles").

• I am a director and Chief Financial Officer of the Company and, as such, have knowledge of 1. the affairs of the Company.
• I have conducted such examinations of the books and records of the Company as are necessary $\overline{2}$ . to enable me to make the statements hereinafter set forth.
• 1. There are reasonable grounds for believing that:
• the Company is, and the amalgamated corporation ("Amalco") will be able to pay its $(a)$ liabilities as they become due; and
• the realizable value of Amalco's assets will not be less than the aggregate of its $(b)$ liabilities and stated capital of all classes of its shares.
• There are reasonable grounds for believing that no creditor of the Company will be prejudiced 4. by the Amalgamation.
• $5₁$ No creditor has objected to the Amalgamation.

This Statement is made this $20^th$ day of May, 2021.

Chief Financial Officer & Director Paul Beg

Schedule A-2

2810651 ONTARIO INC.

Statement of Director or Officer Pursuant to Subsection 178 (2) of the Business Corporations Act (Ontario)

I, David D'Onofrio, being a director and officer of 2810651 Ontario Inc. (the "Company"), one of the amalgamating corporations listed in the Articles of Amalgamation to which this statement is attached (the "Articles").

• I am a director, President and Secretary of the Company and, as such, have knowledge of the 1. affairs of the Company.
• I have conducted such examinations of the books and records of the Company as are necessary 2. to enable me to make the statements hereinafter set forth.
• 1. There are reasonable grounds for believing that:
• the Company is, and the amalgamated corporation ("Amalco") will be able to pay its $(a)$ liabilities as they become due; and
• the realizable value of Amalco's assets will not be less than the aggregate of its $(b)$ liabilities and stated capital of all classes of its shares.
• There are reasonable grounds for believing that no creditor of the Company will be prejudiced $4.$ by the Amalgamation.
• 1. No creditor has objected to the Amalgamation.

This Statement is made this $20^th$ day of May, 2021.

David D'Onofrio, President, Secretary and Director