Copper Road Resources - Merger & Acquisition 2024

THIS SHARE PURCHASE AGREEMENT is made as of the 13[th] day of February, 2024 (the “ Execution Date ”).

AMONG:

STERLING METALS CORP. , a corporation existing under the laws of Canada

(the “ Purchaser ”)

and -

COPPER ROAD RESOURCES INC. , a corporation existing under the laws of the Province of Ontario

(the “ Vendor ”)

and -

1000797918 ONTARIO INC. , a corporation existing under the laws of the Province of Ontario

(the “ Subsidiary ”)

WHEREAS the Purchaser and the Vendor entered into a letter of intent (the “ LOI ”) dated January 5, 2024, pursuant to which the Company agreed to acquire all of the issued and outstanding common shares (the “ Subsidiary Shares ”) in the capital of the Subsidiary;

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants, conditions and premises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each of the Parties, the Parties do hereby covenant and agree as follows:

1. DEFINITIONS

1.1 Definitions

In this Agreement:

“ Acquisition Proposal ” means:

(a) any take-over bid, issuer bid, amalgamation, plan of arrangement, business combination, merger, tender offer, exchange offer, consolidation, recapitalization, reorganization, liquidation, dissolution or winding-up in respect of a Party;

(b) any sale of material assets or material properties or any right or interest therein (or any lease, long-term supply arrangement, licence or other arrangement having the same economic effect as a sale) of a Party;

(c) any sale, acquisition or issuance of 20% or more of the issued and outstanding shares or other equity interests (or rights, interests or securities convertible into or exchangeable or exercisable for such shares or other equity interests) in a Party;

(d) any similar transaction or series of transactions involving a Party; and

(e) any inquiry, proposal, offer or public announcement of an intention to do any of the foregoing.

“ Affiliate ” means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly controls, is controlled by or is under common control with, a Party.

“ Agreement ”, “ this Agreement ”, “ herein ”, “ hereby ”, “ hereof ”, “ hereunder ” and similar expressions shall mean or refer to this Share Purchase Agreement and any and all agreements in writing among the Parties supplemental or ancillary hereto and the expressions “ Article ” or “ Section ” followed by a number, mean and refer to the specified Article or Section of this Agreement.

“ Anti-Bribery and Anti-Corruption Laws ” means: (i) the Corruption of Foreign Public Officials Act (Canada); (ii) the Criminal Code of Canada; (iii) any regulations under (i) or (ii) above; and (iv) all other Applicable Laws where the applicable Person does business relating to corruption, bribery, ethical business conduct, money laundering, political contributions, gifts and gratuities, or lawful expenses, to public officials and private persons and Applicable Laws requiring the disclosure of agency relationships or commissions and the anti-corruption rules of any international financial institutions with which the applicable Person does business.

“ Applicable Laws ” means all applicable federal, provincial, territorial, state, regional and local laws (statutory or common), rules, ordinances (including zoning and mineral removal ordinances), regulations, grants, franchises, licences, orders, directives, judgments, decrees, and other governmental restrictions, including permits and other similar requirements, whether legislative, municipal, administrative or judicial in nature (including environmental laws and any applicable securities laws or regulations, and any applicable rules of any stock exchange, imposing disclosure requirements) and include without limitation, the Anti-Bribery and Anti-Corruption Laws and the Environmental Laws.

“ Assets ” means the assets acquired pursuant to this Agreement including, without limitation, all of the Vendor’s rights, title, interest and obligation in and to the Properties, and all Books and Records.

“ Books and Records ” means all files, documentation and information (in whatever medium and wherever situated) in respect of the Properties which are in any of the Vendor’s and Subsidiary’s possession or control at the Closing Date, including all mining, Exploration and technical data, information, reports, maps, plans, samples, cores, core boxes and containers, pulps and rejects, drill logs, surveys, magnetotellurics survey results, engineering notebooks and other information relating to the Properties or work performed thereon, and all documentation, records, related documents, side letters, agreements, understandings, commitments, amendments, waivers and other information related or connected to the Properties or any portion thereto, whether directly or indirectly.

“ Business Day ” means any day excluding Saturdays, Sundays and banking or statutory holidays in the Province of Ontario.

“ Business Information ” includes the terms of this Agreement and all information, data, maps, drill core, results of surveys, drilling and assays, knowledge and know-how, in whatever form and however communicated (including without limitation, Confidential Information), developed, conceived, originated, derived or obtained by a Party in performing its obligations. The term “ Business Information ” shall not include any Party Information or any improvements, enhancements, refinements or incremental additions to Party Information that are developed, conceived, originated, derived or obtained by a Party in performing its obligations under this Agreement.

“ CG Property ” means those unpatented mining claims known as the “Coppercorp-Glenrock Gold Property” located in the Ryan, Kincaid, Palmer and Nicolet Townships, in the Province of Ontario, as further described in Schedule “A”.

“ Closing ” means the completion of the purchase and sale of the Subsidiary Shares.

“ Closing Date ” means the date on which Closing occurs, which shall be a date as soon as practicable to be agreed in writing between the Vendor and the Purchaser.

“ Closing Time ” means 10:00 a.m. (Toronto time) on the Closing Date.

“ Confidential Information ” means all information (including Business Information and Party Information), data, reports, maps, drill core, results of surveys, drilling and assays, knowledge and knowhow (including without limitation, formulas, patterns, compilations, programs, devices, methods, techniques and processes) that: (i) is confidential to a Party; or (ii) derives independent economic value (actual or potential) as a result of not being generally known to, or readily ascertainable by, third parties or the general public and which is subject to confidentiality, or to reasonable efforts under the circumstances to maintain its confidentiality, including without limitation all analyses, interpretations, compilations, studies and evaluations of such information, data, reports, maps, drill core, results of surveys, drilling and assays, knowledge and know-how generated or prepared by or on behalf of any Party. For greater certainty, the term “ Confidential Information ” shall not include information: (i) which is or becomes available to the public, other than as a result of disclosure, fault, act or omission by the Party that is the recipient of the Confidential Information, its affiliates or their respective representatives in violation of this Agreement; (ii) which becomes available to the recipient or its representatives on a non-confidential basis from a source other than the discloser or its representatives who obtained the information lawfully and was under no obligation of confidentiality to the discloser; (iii) which was already known by the recipient on a nonconfidential basis before its disclosure to the recipient, its affiliates or their respective representatives by the discloser or its representatives; or (iv) which is created or developed by the recipient without using any of the Confidential Information.

“ Consideration Shares ” means the amount of Purchaser Shares to be issued to the Vendor pursuant to Section 2.2(a)(i) as partial consideration for the Subsidiary Shares.

“ Contaminants ” means any substance or material that is prohibited, controlled or regulated under any applicable Environmental Law, including, without limitation, pollutants, contaminants, dangerous goods or substances, toxic or hazardous substances or materials or wastes including, without limiting the generality of the foregoing, solid non-hazardous wastes, hazardous wastes, wastewater, petroleum, its derivatives, byproducts or other hydrocarbons, all as defined in or pursuant to any applicable Environmental Laws.

“ Contracts ” means any agreement, indenture, contract, lease, deed of trust, royalty, licence, option, instrument, arrangement, understanding or other commitment, whether written or oral.

“ control ” means possession, directly or indirectly, of the power to direct or cause direction of management and policies through ownership of voting shares, interests, or securities, or by contract, voting trust, or otherwise. This definition of control shall be incorporated into such terms as “ controlled ” and “ controlling ”.

“ Corporate Records ” means all constating documents and by-laws, minute books, registers, share certificate books and all other similar documents and records of the applicable corporate entity.

“ East Breccia Option Agreement ” means the option agreement dated February 26, 2021, between George Luciuk, Kenneth Fenwick and Daniel Shelly, as optionors, and the Vendor, as optionee.

“ East Breccia Property ” means those unpatented mining claims known as the East Breccia Property, located in the Nicolet and Norberg Townships in the Province of Ontario, as further described in Schedule “A”.

“ Encumbrances ” means any mortgage, charge, pledge, lien, licence, privilege, security interest, royalty, encumbrance, claim or right or interest attaching to or affecting the Properties, in each case whether registered or unregistered, and whether arising by agreement, statute or otherwise under Applicable Laws.

“ Environmental Laws ” means all Applicable Laws relating to the protection of health or the environment resulting from the Exploration, mining, operation, reclamation or restoration of the Properties, including but not limited to the following: abatement of pollution; protection of the environment; protection of wildlife, including endangered species; ensuring public safety from environmental hazards; protection of cultural. or historic resources; management, storage or control of hazardous materials and substances; releases or threatened releases of pollutants, Contaminants, chemicals or industrial, toxic or hazardous substances as wastes into the environment, including ambient air, surface water and groundwater; and all other Applicable Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, Contaminants, chemicals or industrial, toxic or hazardous substances, radioactive materials or hazardous wastes.

“ Execution Date ” means the date set forth on the first page of this Agreement.

“ Expenses ” means, in respect of any matter, all Liabilities, obligations, duties, losses, damages (but excluding consequential, indirect, special and punitive damages), costs, expenses (including reasonable legal and other professional fees and expenses and disbursements, interest, penalties and amounts paid in settlement but excluding punitive, exemplary or aggravated damages), penalties, fines and monetary sanctions and all amounts paid to satisfy any judgment, order, decree, directive, award or other obligation to pay any amount of whatever nature or kind.

“ Exploration ” means all activities directed toward ascertaining the existence, location, quantity, quality or commercial value of deposits on the Properties, including additional drilling required after discovery of deposits, and includes related environmental compliance.

“ Governmental Authority ” means any federal, state, provincial, municipal, territorial, local, foreign or other governmental (including any political subdivision thereof, administrative agency, regulatory body, organization, authority) department, commission, board, bureau, agency, official or any court or tribunal, stock exchange or securities commission, taxing authority, having jurisdiction.

“ Income Tax Act ” means the Income Tax Act (Canada), as the same may be amended from time to time.

“ Indigenous Group ” includes the Indian, Inuit and Métis peoples of Canada; a band as defined pursuant to the Indian Act (Canada); any government or council including customary government or council established for the benefit of Indian, Inuit and Métis peoples of Canada; a corporation, trust, partnership or other unincorporated organization belonging to or established for the benefit of the Indian, Inuit or Métis peoples of Canada or in which one or more Indian, Inuit or Métis hold an interest; and “Indigenous Group” also includes a third party acting on its behalf.

“ Intellectual Property ” means all trade or brand names, business names, trade-marks (including logos), trade-marks, service marks, copyrights, patents, industrial designs, trade secrets, proprietary information

and know-how, manuals, inventions, formulae, processes, technology and other intellectual property in whatever form or format used by a Person in connection with its assets together with all rights under licenses, registered user agreements, technology transfer agreements and other agreements or instruments relating to any of the foregoing and any mining, milling or processing intellectual property.

“ Interim Period ” means the period between the close of business on the Execution Date and the earlier of the Closing Date or the date on which this Agreement is lawfully terminated pursuant to Article 8.

“ Legal Claims ” means any and all debts, claims, actions, lawsuits, causes of action, demands, duties and obligations of whatsoever nature and howsoever incurred.

“ Liabilities ” means all Legal Claims, demands, obligations, suits, complaints, actions, damages, costs, losses, liabilities (fixed on contingent, known or unknown), expenses, lawyer’s fees, investigation costs, remediation costs, awards, decrees, orders, judgments, fines, penalties, injunctions or similar decisions, that may adversely affect the interests of a Party, including the reasonable fees and disbursements of legal counsel and other professional advisers incurred by such Party in defending against such liabilities.

“ LOI ” has the meaning set forth in the recitals.

“ Option Agreements ” means, collectively, the East Breccia Option Agreement and the Tribag Option Agreement.

“ Parties ” means the Purchaser, the Vendor and the Subsidiary and “ Party ” means any one of the Purchaser, the Vendor or Subsidiary.

“ Party Information ” means all information, data, knowledge and know-how, in whatever form and however communicated (including without limitation, such Confidential Information), which, as shown by written records, was developed, conceived, originated or obtained by a Party independent of its performance under the terms of this Agreement.

“Person ” means any natural person, partnership, company, corporation, unincorporated association, joint venture, trust, trustee, Governmental Authority or other entity howsoever designated or constituted.

“ Properties ” means, collectively, the East Breccia Property, the Tribag Property, and the CG Property in the Batchewana Bay region in the Palmer, Nicolet, Norberg, Ryan and Kincaid Townships in Ontario, Canada including, without limitation, the properties, lands, claims, interests and other rights described in Schedule “A” attached hereto, and any properties, lands, claims, interests, rights or other forms of tenure which may replace the same, and all renewals, extensions and amendments thereof or substitutions therefor.

“ Purchaser Material Adverse Effect ” means any change, event, occurrence, effect, state of facts, or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the business, operations, results of operations, assets, properties, capitalization, financial condition or Liabilities (contingent or otherwise) of the Purchaser, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from or arising in connection with:

(a) any change, event or development generally affecting the mining industry;
(b) any change or development in currency exchange, interest or inflation rates or in general economic, business, regulatory, political or market conditions or in financial, securities or capital markets in Canada or in global financial or capital markets;

(c) any hurricane, flood, tornado, earthquake or other natural disaster or man -made disaster, or the commencement or continuation of war, armed hostilities, including the escalation or worsening thereof, or acts of terrorism;
(d) any general outbreak of illness, pandemic (including COVID-19), epidemic or similar event or the worsening thereof;
(e) any adoption, proposal, implementation or change in Applicable Law or any interpretation, application or non-application of Applicable Law by any Governmental Authority or any change in IFRS or changes in applicable regulatory accounting requirements applicable to the mining industry; or
(f) the announcement or execution of this Agreement or the implementation of any of the transactions contemplated herein.

“ Purchaser Public Record ” means, collectively, all of the documents which have been filed by or on behalf of the Purchaser since January 1, 2021, with the relevant securities regulators pursuant to the requirements of applicable Canadian securities laws on SEDAR+.

“ Purchaser Shares ” means common shares in the capital of the Purchaser.

“ Representative ” means each director, officer, employee, servant, qualified person, workman, contractor, subcontractor, agent, solicitor, accountant, consultant, or financial advisor of a Party and its Affiliates and all other persons acting for or in conjunction with such Party.

“ Schedule ” has the meaning set forth in Section 1.7.

“ Sterling Properties ” means, collectively, the Adeline and Sail Pond projects.

“ Subsidiary Material Adverse Effect ” means any change, event, occurrence, effect, state of facts, or circumstance that, individually or in the aggregate with other such changes, events, occurrences, effects, state of facts or circumstances, is or would reasonably be expected to be material and adverse to the current or proposed business, operations, results of operations, assets, properties, capitalization, financial condition or Liabilities (contingent or otherwise) of the Subsidiary, taken as a whole, except any such change, event, occurrence, effect, state of facts or circumstance resulting from or arising in connection with:

(a) any change, event or development generally affecting the mining industry;
(b) any change or development in currency exchange, interest or inflation rates or in general economic, business, regulatory, political or market conditions or in financial, securities or capital markets in Canada or in global financial or capital markets;
(c) any hurricane, flood, tornado, earthquake or other natural disaster or man -made disaster, or the commencement or continuation of war, armed hostilities, including the escalation or worsening thereof, or acts of terrorism;
(d) any general outbreak of illness, pandemic (including COVID-19), epidemic or similar event or the worsening thereof;
(e) any adoption, proposal, implementation or change in Applicable Law or any interpretation, application or non-application of Applicable Law by any Governmental Authority or any

change in IFRS or changes in applicable regulatory accounting requirements applicable to the mining industry;

(f) the announcement or execution of this Agreement or the implementation of any of the transactions contemplated herein; or
(g) any interests that are asserted in respect of the Properties by an Indigenous Group or other third party.

“ Subsidiary Shares ” has the meaning set forth in the recitals.

“ Superior Proposal ” means a bona fide Acquisition Proposal that:

(a) is made in writing after the date hereof and complies with all Applicable Laws;
(b) in the case of a proposed acquisition of shares of the Party receiving the Acquisition Proposal, is made for all of the issued and outstanding shares of the Party receiving the Acquisition Proposal not owned by the Person making such Acquisition Proposal and that offers or makes available to all the shareholders of such Party the same consideration in form and amount to be purchased or otherwise acquired;
(c) in the good faith determination of the board of directors of the Party receiving the Acquisition Proposal (after receipt of an opinion or advice in writing from its outside legal advisor), failure to recommend to its shareholders that they accept such Acquisition Proposal would be inconsistent with such Party’s board’s fiduciary duties; and
(d) is reasonably capable of being completed in accordance with its terms and conditions without undue delay, taking into account all legal, financial, regulatory and other aspects of such Acquisition Proposal and the Person making such Acquisition Proposal.

“ Survival Periods ” has the meaning set forth in Section 7.1(c).

“ Taxes ” means (a) any Canadian federal, state, provincial, local, or other non-Canadian income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, Social Security (or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, escheat or unclaimed property Liability, or other tax of any kind whatsoever; (b) any interest, penalty, or addition thereto, whether disputed or not; and (c) all franchises, tariffs, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals, classifications, registrations and orders of any Governmental Authority required by Applicable Laws.

“ Transfer ” when used as a verb, means to sell, grant, assign, or otherwise dispose of, directly or indirectly, including through mergers, consolidations, arrangements or share or asset purchases (including resulting in a change in control) and when used as a noun, means a sale, grant, assignment, or disposal or the commitment to do any of the foregoing, directly or indirectly, including through mergers, consolidation, arrangements or share or asset purchase.

“ Tribag Option Agreement ” means the option agreement dated March 8, 2021, between Daniel Shelly and Roy Rupert, as optionors, and the Vendor, as optionee.

“ Tribag Property ” means those unpatented mining claims known as the Tribag Property, located in Nicolet and Norberg Townships in the Province of Ontario, as further described in Schedule “A”.

“ TSXV ” means the TSX Venture Exchange.

“ Vendor Public Record ” means, collectively, all of the documents which have been filed by or on behalf of the Vendor since January 1, 2021, with the relevant securities regulators pursuant to the requirements of applicable Canadian securities laws on SEDAR+.

1.2 Gender and Extended Meanings

In this Agreement all words and personal pronouns relating thereto shall be read and construed as the number and gender of the Party or Parties referred to in each case required and the verb shall be construed as agreeing with the required word and pronoun. In this Agreement words importing the singular number include the plural and vice versa .

1.3 Currency

All references to currency in this Agreement, including “dollars” and “$”, are in Canadian currency.

1.4 Period of Time/Time of Essence

When calculating the period of time within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the date which is the initial reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next Business Day. Time is of the essence of this Agreement.

1.5 Section Headings

The Article, Section and other headings contained in this Agreement or in the Exhibits or Schedules are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.

1.6 Knowledge

Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of the Purchaser it is deemed to refer to the actual knowledge of Mathew Wilson, the President and Chief Executive Officer of the Purchaser, after due inquiry. Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of the Vendor it is deemed to refer to the actual knowledge of Mark Goodman, the Chairman of the Vendor, after due inquiry.

1.7 Schedule

The following is the schedule (the “ Schedule ”) attached to and incorporated in this Agreement by reference and deemed to be a part hereof:

Schedule A – Description of the Properties

In the event of any conflict between the provisions of this Agreement and the Schedule, the terms of the Agreement shall govern.

2. PURCHASE AND SALE

2.1 Subsidiary Shares to be Purchased and Sold

Subject to the terms and conditions herein contained, on the Closing Date and with effect as of the Closing Time, the Purchaser agrees to purchase from the Vendor and the Vendor agrees to sell the Subsidiary Shares to the Purchaser, free and clear of any and all Encumbrances.

2.2 Consideration Payable by the Purchaser

(a) In consideration for the Subsidiary Shares, the Purchaser will:
(i) issue to the Vendor such number of Consideration Shares at the Closing Time that will equal 49% of the issued and outstanding Purchaser Shares immediately following Closing; and
(ii) pay an aggregate cash payment of $460,000 to the Vendor, payable as follows: (x) $200,000 on the Execution Date (to be utilized as set out in Section 5.1(i), with the balance to be used for general working capital purposes); and (y) a further $260,000 at the Closing Time.

(b) The Vendor acknowledges and agrees that, notwithstanding any provision hereof, the issuance of the Consideration Shares is subject to the approval of the TSXV.

(c) The Purchaser acknowledges and agrees that, notwithstanding any provision hereof, the purchase and sale of Subsidiary Shares is subject to the approval of the shareholders of the Vendor and the TSXV.

(d) The Vendor acknowledges and agrees, that the Consideration Shares issuable hereunder will be represented by physical certificates or DRS statements and the Vendor further understands and acknowledges that upon the original issuance thereof, and until such time as the same is no longer required under applicable requirements of the applicable securities Laws, certificates or DRS statements representing such securities and all certificates or DRS statements issued in exchange therefor or in substitution thereof, will bear such legends setting out resale restrictions under applicable Canadian securities laws and the rules and policies of the TSXV, as applicable. It is the responsibility of the Vendor to determine the applicable resale restrictions and to comply with such requirements.

3. REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Purchaser

The Purchaser hereby represents and warrants to the Vendor as of the date hereof as follows and acknowledges that the Vendor is relying on such representations and warranties in entering into this Agreement:

(a) the Purchaser is a corporation duly organized and validly existing in the jurisdiction of its incorporation and is qualified to do business in the province of Ontario and in good standing under the laws of Canada;

(b) the Purchaser has full power and authority to carry on its business and to enter into this Agreement and any agreement or instrument referred to or contemplated by this Agreement and to carry out and perform all of its obligations and duties hereunder and thereunder;

(c) save and except for the conditional approval of the TSXV for the transactions contemplated by this Agreement, the Purchaser has duly obtained all corporate approvals and the authorizations of any Governmental Authority or third person required for the execution, delivery and performance of this Agreement and any agreement or instrument referred to or contemplated by this Agreement and such execution, delivery and performance and the consummation of the transactions contemplated herein and therein does not conflict with or result in a breach of any covenants or agreements contained in, or constitute a breach of or a default under or result in the creation of any Encumbrance under, the provisions of its constating documents or any shareholders’ or directors’ resolution or any indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound and does not contravene any Applicable Laws;

(d) this Agreement has been duly executed and delivered by the Purchaser and is a valid agreement of the Purchaser, binding upon and enforceable against it in accordance with its terms, subject only to applicable bankruptcy, insolvency, reorganization, and other laws of general application limiting the enforcement of creditors rights generally and to the fact that specific performance and other equitable remedies are available only in the discretion of a court;

(e) the Purchaser has not committed an act of bankruptcy, is not insolvent or unable to meet its obligations as they come due, has not proposed a compromising arrangement to its creditors generally, has not had any petition for a receiving order in bankruptcy filed against it, has not made a voluntary assignment in bankruptcy, has not taken any proceedings with respect to a compromise, arrangement or reorganization, has not taken any proceeding to have itself declared bankrupt or wound-up, has not taken any proceeding to have a receiver appointed in respect of any part of its assets, has not had any encumbrancer take possession of any of its property and has not had any execution or distress become enforceable or become levied upon any of its property;

(f) as of the Execution Date: (i) the authorized share capital of the Purchaser consists of an unlimited number of common shares of which 112,499,425 Purchaser Shares are outstanding; (ii) common share purchase warrants exercisable to acquire up to 62,487,620 Purchaser Shares; and (iii) options exercisable to acquire up to 10,580,000 Purchaser Shares. As of the Execution Date, other than as set out above, the Purchaser does not have outstanding any rights to subscribe for or to purchase, or any options for the purchase of, or any agreements providing for the issuance of, any common shares or any securities convertible into or exchangeable or exercisable for any Purchaser Shares. As of the Closing Time, save and except as set forth in the Purchaser Public Record, no Person will have any option or other right to acquire or receive Purchaser Shares or any agreement or option or any right or privilege (whether by law, preemptive or contractual) capable of becoming an agreement or option for the purchase, subscription or issuance of any securities of the Purchaser;

(g) as of the Closing Time, the issuance of the Consideration Shares by the Purchaser as required by the terms of this Agreement will be duly and validly authorized by the Purchaser and at the Closing Time, the Consideration Shares will be validly issued as fully paid and non-assessable common shares in the capital of the Purchaser;

(h) the Purchaser is a “reporting issuer” within the meaning of Applicable Laws in the provinces of British Columbia and Alberta and is not on the list of reporting issuers in default under Applicable Laws in such provinces. No securities commission or similar regulatory authority has issued any order preventing or suspending trading of any securities of the Purchaser and the Purchaser is not in default of any material provision of Applicable Laws or the rules or regulations of the TSXV. No delisting, suspension of trading in or cease trading order with respect to any securities of the Purchaser has occurred and, to the knowledge of the Purchaser, there is not any inquiry or investigation (formal or informal) of any, Governmental Authority in effect or ongoing or, to the knowledge of the Purchaser, expected to be implemented or

undertaken. The Purchaser has not taken any action to cease to be a reporting issuer in any Province of Canada and has not received notification from any securities commission or similar regulatory authority seeking to revoke the reporting issuer status of the Purchaser. The Purchaser is in material compliance and up to date with all filings under Applicable Laws and stock exchange rules and policies;

(i) the Purchaser has not taken any action which would reasonably be expected to result in the delisting or suspension of the Purchaser Shares on or from the TSXV;

(j) the Purchaser is in compliance, in all material respects, with all Applicable Laws, or other requirements applicable to it and has filed all reports or returns required under all Applicable Laws except where such failure would not be reasonably expected to have, individually or in the aggregate, a Purchaser Material Adverse Effect;

(k) since September 30, 2023, there has not been any Purchaser Material Adverse Effect in the condition, operations, affairs or the assets or financial condition of the Purchaser;

(l) none of the Purchaser or its Affiliates, including without limitation, any of their respective officers, directors or employees has taken, committed to take or been alleged to have taken any action which would cause the Purchaser or any of its Affiliates, to be in violation of the Corruption of Foreign Public Officials Act (Canada) (and the regulations promulgated thereunder) or any Applicable Laws of similar effect of any other jurisdiction, and to the knowledge of the Purchaser, no such action has been taken by any of its Representatives or other persons acting on behalf of the Purchaser or any of its Affiliates;

(m) the information and statements in the Purchaser Public Record were true and correct in all material respects as of the respective dates of such information and statements, and no filings have been made on a confidential basis;

(n) none of the Purchaser or its Affiliates, including without limitation, any of its officers, directors or employees has engaged any finder, broker, agent or other person in a comparable capacity in connection with the transactions contemplated by this Agreement. There are no contracts, agreements or understandings with the Purchaser that would give rise to a valid claim against the Vendor or the Subsidiary for a commission, finder’s fee or other like payment in connection with the transactions contemplated by this Agreement;

(o) there are not any suits, actions, prosecutions, investigations or proceedings, actual, or to the best of its knowledge, pending or threatened, against or affecting the Purchaser or that relate to or have an adverse effect on the assets or the properties of the Purchaser and to the best of its knowledge, other than as disclosed to the Vendor in writing, there are no grounds on which any such suit, action, prosecution, investigation or proceeding might be commenced with any reasonable likelihood of success;

(p) all rentals, Taxes, duties, property payments, work obligations, royalties, rates, charges, fees or other levies of every nature and kind heretofore levied against or required under Applicable Law or a contract to be performed in respect of any of the Sterling Properties have been fully paid and satisfied;

(q) there are no memorandums of understanding, impact and benefits agreements or any other agreements of the same nature, to which an Indigenous Group is a party, affecting the Sterling Properties;

(r) no Indigenous Group has approached the Purchaser to enter into a memorandum of understanding, impact and benefits agreements or any other agreements of the same nature;

(s) to the best of the Purchaser’s knowledge, there are no threatened or ongoing claims or actions taken by or on behalf of any Indigenous Group with respect to the Sterling Properties;

(t) each of the Sterling Properties are in good standing and in compliance with all Applicable Laws including Environmental Laws and requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws;

(u) to the best of the knowledge of the Purchaser, no Contaminant is present beneath the ground surface of, or is migrating to or from, any of the Sterling Properties;

(v) during the period that the Purchaser conducted Exploration on the Sterling Properties, none of the Sterling Properties have been used by it for the disposal of waste, nor, to the best of their knowledge, has any of the Sterling Properties been used at any time by any Person for the disposal of waste;

(w) neither the Purchaser nor, to the best of its knowledge, any other Person, has used or permitted to be used, except in compliance with Environmental Laws, any of the Sterling Properties to generate, manufacture, process, distribute, use, treat, store, dispose of, transport and handle any Contaminant, nor has it caused or permitted the release of any Contaminant except in compliance with Environmental Laws;

(x) the Purchaser has not received with respect to any of the Sterling Properties: (i) any notice of or been prosecuted for non-compliance with any Environmental Laws; or (ii) any notice alleging that it or any predecessor in title is responsible (or potentially responsible) for the clean-up of any Contaminant; or (iii) any order from a Governmental Authority under Environmental Laws; nor has it settled any such allegations of non-compliance. It has not received any orders from a Governmental Authority or directions relating to environmental matters requiring any plans, work, repairs or construction or capital expenditures to be made with respect to any of the Sterling Properties;

(y) no investigations are being or have been, or have been threatened to be, conducted by any governmental entity against the Purchaser pursuant to any Environmental Laws;

(z) there have been no health or safety occurrences affecting any of the Sterling Properties, including, without limitation, the presence of any industrial disease or any occupational illness in the workplace or among its employees, which could or did result in an action or claim against it by any of its employees, former employees or their respective dependents, heirs or legal personal representatives or under any applicable insurance programs, workers’ compensation laws or other Environmental Laws;

(aa) there are no facts, circumstances or conditions that directly or indirectly relate to any of the Sterling Properties or the past or present conduct of its business with respect to environmental, health or safety matters that have existed or now exist and already have had or may have a material adverse effect on any of the Sterling Properties or that may give rise to any significant liability to or prosecution of the Purchaser concerning the protection, preservation or remediation of the environment;

(bb) no person or entity has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Sterling Properties that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Purchaser’s interest in the Sterling Properties;

(cc) all necessary information and data (including all geological, geophysical and assay results and maps) concerning the Sterling Properties and prior Exploration and development work carried out thereon by the Purchaser or any prior owner and within the actual knowledge of the Purchaser has been disclosed and provided to Vendor; and

(dd) the Purchaser does not hold any water rights on or in respect of the Sterling Properties and, to the best of the knowledge of the Purchaser, except for water sources that have been designated by applicable Governmental Authorities for domestic supply, no third parties have acquired any surface or underground water and water rights or ditch and ditch rights, well and well rights, reservoir and reservoir rights, stock or interests in irrigation or ditch companies appurtenant to the Sterling Properties.

3.2 Representations and Warranties of the Vendor and the Subsidiary

Each of the Vendor and the Subsidiary hereby represent and warrant to the Purchaser as of the date hereof as follows and acknowledges that the Purchaser is relying on such representations and warranties in entering into this Agreement:

(a) it is a corporation duly organized and validly existing in the jurisdiction of its incorporation and is qualified to do business and in good standing under the laws of the jurisdiction of its incorporation;

(b) each of the Vendor and the Subsidiary has the power and authority to grant to the Purchaser the rights provided in this Agreement, the legal capacity and competence to enter into and execute this Agreement and to perform their respective obligations hereunder and this Agreement has been duly authorized, executed and delivered;

(c) the execution and delivery of this Agreement will not conflict with or be in contravention of any Applicable Law or conflict with rights of third parties or result in a breach of or default under any agreement or other instrument of obligation to which the Vendor or the Subsidiary, as applicable, is a party (including any documents or agreements by which the Vendor or the Subsidiary, as applicable, acquired any interest to the Properties) or by which the Vendor, the Subsidiary or the Properties may be bound;

(d) this Agreement constitutes a legal, valid and binding obligation of each of the Vendor and the Subsidiary and is enforceable against each of the Vendor and the Subsidiary, as applicable, in accordance with its terms;

(e) the Purchaser has been provided with a true and complete copy of all material documents and agreements related to the Subsidiary, the Assets and Properties and all amendments, if any, thereto;

(f) other than as contemplated pursuant to Sections 5.1(e) and 5.1(f) hereof, no consent or approval of any person, entity, firm or corporation is required to effect the transactions contemplated herein;

(g) all material transactions of the Vendor and the Subsidiary related to the Assets have been properly recorded in the Books and Records;

(h) there are not any suits, actions, prosecutions, investigations or proceedings, actual, or to the best of its knowledge, pending or threatened, against or affecting the Vendor or the Subsidiary or that relate to or have an adverse effect on the Assets or the Properties and to the best of its knowledge, other than as disclosed to the Purchaser in writing, there are no grounds on which any such suit, action, prosecution, investigation or proceeding might be commenced with any reasonable likelihood of success;

(i) all rentals, Taxes, duties, property payments, work obligations, royalties, rates, charges, fees or other levies of every nature and kind heretofore levied against or required under Applicable Law or a contract to be performed in respect of any of the Properties have been fully paid and satisfied;

(j) there are no memorandums of understanding, impact and benefits agreements or any other agreements of the same nature, to which an Indigenous Group is a party, affecting the Properties;

(k) no Indigenous Group has approached the Vendor or the Subsidiary to enter into a memorandum of understanding, impact and benefits agreements or any other agreements of the same nature;

(l) to the best of its knowledge, there are no threatened or ongoing claims or actions taken by or on behalf of any Indigenous Group with respect to the Properties;

(m) each of the Vendor and the Subsidiary has notified all third parties to whom notification of the transactions contemplated herein may be required, and no such third parties have expressed any objection or requirement with the transactions contemplated herein;

(n) without limiting the generality of any other representation or warranty in this Agreement, in connection with the Properties:

(i) the description of the Properties set forth in Schedule “A” is true, accurate and complete;

(ii) each of the Properties is in good standing and in compliance with all Applicable Laws including Environmental Laws and requirements pertaining to rehabilitation and/or restoration plans and associated financial guarantees and reclamation bonds, and any other Applicable Laws;

(iii) to the best of the knowledge of the Vendor, no Contaminant is present beneath the ground surface of, or is migrating to or from, any of the Properties;

(iv) during the period that the Vendor has conducted Exploration on the Properties, none of the Properties have been used by it for the disposal of waste, nor, to the best of their knowledge, has any of the Properties been used at any time by any Person for the disposal of waste;

(v) neither the Vendor, nor, to the best of its knowledge, any other Person, has used or permitted to be used, except in compliance with Environmental Laws, any of the Properties to generate, manufacture, process, distribute, use, treat, store, dispose of, transport and handle any Contaminant, nor has it caused or permitted the release of any Contaminant except in compliance with Environmental Laws;

(vi) the Vendor has not received with respect to any of the Properties: (i) any notice of or been prosecuted for non-compliance with any Environmental Laws; or (ii) any notice alleging that it or any predecessor in title is responsible (or potentially responsible) for the clean-up of any Contaminant; or (iii) any order from a Governmental Authority under Environmental Laws; nor has it settled any such allegations of non-compliance. It has not received any orders from a Governmental Authority or directions relating to environmental matters requiring any plans, work, repairs or construction or capital expenditures to be made with respect to any of the Properties;

(vii) no investigations are being or have been, or have been threatened to be, conducted by any governmental entity against it pursuant to any Environmental Laws;

(viii) there have been no health or safety occurrences affecting any of the Properties, including, without limitation, the presence of any industrial disease or any occupational illness in the workplace or among its employees, which could or did result in an action or claim against it by any of its employees, former employees or their respective dependents, heirs or legal personal representatives or under any applicable insurance programs, workers’ compensation laws or other Environmental Laws;

(ix) there are no facts, circumstances or conditions that directly or indirectly relate to any of the Properties or the past or present conduct of its business with respect to environmental, health or safety matters that have existed or now exist and already have had or may have a material adverse

effect on any of the Properties or that may give rise to any significant liability to or prosecution of the Purchaser concerning the protection, preservation or remediation of the environment;

(x) other than as set out in the Option Agreements, no person or entity has any right under preferential, earn-in, royalty, pre-emptive or first purchase rights, options or otherwise to acquire any interest in the Properties that might be triggered by virtue of this Agreement or the transactions contemplated hereby or which could affect the Purchaser’s interest in the Properties;

(xi) all necessary information and data (including all geological, geophysical and assay results and maps) concerning the Properties and prior Exploration and development work carried out thereon by the Vendor or any prior owner and within the actual knowledge of the Vendor has been disclosed and provided to Purchaser;

(xii) the Vendor does not hold any water rights on or in respect of the Properties and, to the best of the knowledge of the Vendor, except for water sources that have been designated by applicable Governmental Authorities for domestic supply, no third parties have acquired any surface or underground water and water rights or ditch and ditch rights, well and well rights, reservoir and reservoir rights, stock or interests in irrigation or ditch companies appurtenant to the Properties; and

(xiii) each Option Agreement is a valid, subsisting and enforceable agreement of the Vendor granting the Vendor the rights and interest in each of the Properties and appropriate mineral rights relating thereto, and the Vendor is, and, to the knowledge of Vendor, the other parties thereto, are in compliance with, and are not in default of any of, the provisions of the Option Agreements, nor has any such default been alleged;

(o) the Vendor is not obligated under any forward sale contract with respect to minerals or other materials produced or producible from the Properties under which sales proceeds are paid by the purchaser in advance of delivery;

(p) all filings and tax or other payments required to maintain the Properties are in good standing and have been properly and timely recorded, paid and filed with the appropriate authorities;

(q) there has been no act or omission by the Vendor which could result, whether by notice or lapse of time or both, in the breach, termination, abandonment, forfeiture, relinquishment or other premature termination of the Vendor’s interest in the Properties or their respective ownership interest in and to the Properties or any rights of the Vendor with respect thereto;

(r) the Vendor has not received notice from any person, entity, firm or corporation claiming rights on interests in or to the Properties or an Encumbrance on the Properties (other than the optionees of the Option Agreements) and, other than the Option Agreements, there are no outstanding agreements or rights or options to acquire or purchase the Properties or any portion thereof and, other than as described in the Vendor Public Record, no person, entity, firm or corporation is entitled to any royalty or other payment in the nature of rent or royalty on any mineral or other products thereform;

(s) no Person, other than the Vendor, is entitled to be in possession, including any mortgagee, of the whole or any part of the Properties as contemplated under Applicable Laws;

(t) the Vendor has not has received any notices from any Person that the Properties infringe or encroach upon the rights of such Person, or that such Person has any rights to any concessions lying within the concession boundaries of the Properties and they are not aware of any such infringements or encroachments or rights to such concessions;

(u) there is no written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement, for the transfer of the Option Agreements to the Purchaser or the purchase and sale of the Subsidiary Shares, other than this Agreement;

(v) other than the Option Agreements, there are no material contracts, agreements or understandings related to the Properties;

(w) the Vendor maintains insurance with respect to the Properties and all such policies of insurance are in good standing, and no threatened or actual material claims against or under any insurance policies of the Vendor providing coverage of the Properties have been made, except for claims that have been settled, satisfied or otherwise terminated, with no remaining liability to the Vendor;

(x) it is not a non-resident for the purposes of the Income Tax Act;

(y) there are no finder’s fees, bonuses, referral fees or related fees payable to any party by the Vendor or the Subsidiary in connection with the transactions contemplated herein;

(z) neither the Vendor nor the Subsidiary is unaware of any material facts or circumstances which have not been disclosed, which should be disclosed to the Purchaser in order to prevent the representations in this Agreement from being materially misleading;

(aa) other than the Option Agreements, there are no Contracts which have or which might have or create any material obligation of the Vendor;

(bb) the Option Agreements are all in full force and effect, enforceable in accordance with the terms thereof, and are unamended, and there are no outstanding defaults or violations (or events which would constitute a default or violation with the passage of time or giving of notice or both) or notices of termination or default under such agreements on the part of any other party to such agreements;

(cc) the Vendor is a “reporting issuer” in the provinces of Ontario, British Columbia and Alberta and is not listed as a “defaulting issuer” by any securities commission in Ontario, British Columbia or Alberta, and the Vendor is in compliance in all material respects with and up to date with all filings under applicable securities laws;

(dd) the information and statements in the Vendor Public Record were true and correct in all material respects as of the respective dates of such information and statements, and no filings have been made on a confidential basis.

(ee) the Vendor is the registered holder and beneficial owner of 100% right, title and interest in and to the Subsidiary Shares; it has good and marketable title to such Subsidiary Shares free and clear of all Encumbrances; the Subsidiary Shares are validly issued and outstanding as fully paid and non-assessable securities in the capital of the Subsidiary; it holds no other shares in the capital of the Subsidiary other than such Subsidiary Shares; and it holds no right, privilege, option, warrant or agreement to purchase or otherwise acquire, directly or indirectly, any other shares in the capital of the Subsidiary; and

(ff) no Person has any right, privilege, option, warrant or agreement, contingent or otherwise, or any of the foregoing capable of become any right, privilege, option, warrant or agreement, to purchase or otherwise acquire, directly or indirectly, any of the Subsidiary Shares or any interest or entitlement therein (other than as provided by this Agreement).

4. COVENANTS

4.1 Actions to Satisfy Covenants

(a) The Purchaser covenants to take all such actions as are within its power to control and will use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with all of the conditions set forth in Section 5.2 including using reasonable commercial efforts to ensure that during the Interim Period and at Closing, there is no breach of any of its representations and warranties.

(b) The Vendor covenants to take all such actions as are within its power to control and will use commercially reasonable efforts to cause other actions to be taken which are not within its power to control, so as to ensure compliance with all of the conditions set forth in Section 5.1, including using reasonable commercial efforts to ensure that during the Interim Period and at Closing, there is no breach of any of its representations and warranties.

4.2 Interim Period Covenants of the Purchaser

During the Interim Period, the Purchaser will: (i) use reasonable commercial efforts not to take any action that if taken prior to the date hereof would have caused any representation and warranty of the Purchaser herein to be incorrect in any material respect; and (ii) carry on its business in the ordinary course.

4.3 Interim Period Covenants of the Vendor

During the Interim Period, the Vendor will use reasonable commercial efforts not to take any action that if taken prior to the date hereof would have caused any representation and warranty of the Vendor herein to be incorrect in any material respect.

4.4 Post-Closing Covenants of the Vendor

Following Closing, the Vendor hereby covenants and agrees to use commercially reasonable efforts to distribute the Consideration Shares to its shareholders on a pro rata basis, provided that the Vendor may retain such number of Consideration Shares equal to a maximum of 9.9% of the issued and outstanding Purchaser Shares on the Closing Date.

4.5 Post-Closing Covenants of the Purchaser

For a period of at least 12 months following the Closing, the Purchaser hereby covenants and agrees to use commercially reasonable efforts to: (i) maintain its status as a “reporting issuer” under applicable Canadian securities laws of at least one jurisdiction of Canada, and not in default of any requirement of such Canadian securities laws; and (ii) maintain the listing of the Purchaser Shares on the TSXV or another recognized stock exchange in Canada, other than in the event of an acquisition of all of the issued and outstanding Purchaser Shares by way of take-over bid, merger, amalgamation, plan of arrangement or another similar type of transaction.

4.6 Required Regulatory Approvals

Promptly after the Execution Date, the Purchaser and the Vendor shall, to the extent applicable, use reasonable commercial efforts to take, or cause to be taken, all other actions necessary, proper or advisable in order for each to fulfil its respective obligations under this Agreement.

4.7 Conduct of Business of the Subsidiary

During the Interim Period, the Vendor covenants and agrees to procure that the Subsidiary shall not acquire any assets, employees, consultants or agents, enter into any Contracts, except with respect to the assignment and assumption of the Option Agreements and the transfer of the CG Property prior to the Closing Time, operations, become subject to any Liabilities or commence to carry on business and the only action that may be taken by the Subsidiary (but with the prior written approval of the Purchaser) is the facilitation of due diligence investigations of the Purchaser with respect to the Subsidiary, the Assets and/or the Properties. The Vendor shall procure that the Subsidiary shall not amend or modify its charter documents; alter the terms and conditions of its shares or securities (including any share split or conversion or exchange of securities for other securities or property); or create, authorize or agree to issue or grant any equity securities or securities or convertible into or exchangeable or exercisable for equity securities.

5. CONDITIONS OF CLOSING

5.1 Conditions of Closing in Favour of the Purchaser

The completion of the transactions contemplated by this Agreement is subject to the following conditions for the exclusive benefit of the Purchaser, to be fulfilled or performed, unless otherwise stated, at or prior to Closing:

(a) the representations and warranties of the Vendor and the Subsidiary set forth in Section 3.2 will be true and correct in all materials respects as of the Closing Date and a certificate of a director or senior officer of the Vendor dated the Closing Date to that effect will have been delivered to the Purchaser, such certificate to be in form and substance satisfactory to the Purchaser, acting reasonably;

(b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Vendor at or before Closing will have been complied with or performed in all material respects, and a certificate of a director or senior officer of the Vendor dated the Closing Date to that effect will have been delivered to the Purchaser, such certificate to be in form and substance satisfactory to the Purchaser acting reasonably;

(c) the Vendor shall have tendered the Closing deliverables required to be delivered to the Purchaser pursuant to Section 6.4;

(d) no the Subsidiary Material Adverse Effect shall have occurred and a certificate of a director or senior officer of the Vendor dated the Closing Date to that effect will have been delivered to the Purchaser, such certificate to be in form and substance satisfactory to the Purchaser acting reasonably;

(e) the Purchaser and the Vendor shall have obtained the approval of the TSXV with respect to the transactions contemplated by this Agreement;

(f) the optionors in respect of each of the Option Agreements shall have consented in writing to: (i) an amendment of the Option Agreements with respect to the transaction contemplated herein and the share consideration to be received in connection with the exercise of each of the Option Agreements; and (ii) the transfer of the Option Agreements at any time prior to the Closing Time from (x) the Vendor to the Subsidiary; and (y) the Subsidiary to the Purchaser;

(g) the Vendor shall have transferred and assigned its interest in the Option Agreements and conveyed its interest in the CG Property to the Subsidiary;

(h) no preliminary or permanent injunction or other order, decree, or ruling issued by a Governmental Authority, and no statute, rule, regulation or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation by the Purchaser or the Vendor of the transactions contemplated hereby shall be in effect; and

(i) any cash payments required to be made by the Vendor under the terms of the Option Agreements during the Interim Period required to keep the Option Agreements in good standing shall have been paid by the Vendor from the initial cash payment made by the Purchaser to the Vendor pursuant to Section 2.2(a)(ii).

Any condition contained in this Section 5.1 may be waived in whole or in part by the Purchaser without prejudice to any claim it may have for breach of covenant, representation or warranty.

5.2 Conditions of Closing in Favour of the Vendor

The completion of the transactions contemplated herein is subject to the following conditions for the exclusive benefit of the Vendor to be fulfilled or performed, unless otherwise stated, at or prior to Closing:

(a) the representations and warranties of the Purchaser set forth in Section 3.1 will be true and correct in all respects as of the Closing Date and a certificate of a director or senior officer of the Purchaser dated the Closing Date to that effect will have been delivered to the Vendor, such certificate to be in form and substance satisfactory to the Vendor, acting reasonably;

(b) all of the terms, covenants and conditions of this Agreement to be complied with or performed by the Purchaser at or before Closing will have been complied with or performed in all material respects and a certificate of a director or senior officer of each of the Purchaser dated the Closing Date to that effect will have been delivered to the Vendor, such certificates to be in form and substance satisfactory to the Vendor, acting reasonably;

(c) no Purchaser Material Adverse Change shall have occurred and a certificate of a director or senior officer of the Purchaser dated the Closing Date to that effect will have been delivered to the Vendor, such certificate to be in form and substance satisfactory to the Vendor, acting reasonably;

(d) the Purchaser shall have tendered the Closing deliverables required to be delivered to the Vendor pursuant to Section 6.3;

(e) the Purchaser and Vendor shall have obtained the approval of the TSXV with respect to the transactions contemplated by this Agreement;

(f) the Vendor shall have obtained approval of its shareholders with respect to the transactions contemplated by this Agreement;

(g) any member of management of the Purchaser entitled to a severance payment as a result of the completion of the transactions contemplated by this Agreement shall have waived such payment;

(i) Matt Reese, a director of the Vendor, will, at the Closing Time, be offered a position as a technical advisor of the Purchaser for a fee of $7,500 per month.

Any condition contained in this Section 5.2 may be waived in whole or in part by the Vendor without prejudice to any claim it may have for any breach of covenant, representation or warranty.

6. CLOSING ARRANGEMENTS

6.1 Closing Date and Place

The Closing will occur on the Closing Date at 10:00 a.m. (Toronto time) at the offices of Irwin Lowy LLP or at such other place, time and date as the Parties may mutually agree. Notwithstanding the foregoing, in lieu of a physical closing, the Parties agree that the Closing may take place on the Closing Date on the exchange of solicitors’ undertakings which will involve each Party’s solicitor delivering to his or her counterpart all required documentation and payments, to be held in escrow and not released until all such documentation has been executed and delivered and all conditions have been satisfied and each Party’s solicitor has authorized in writing that the escrow is to be terminated.

6.2 Preparation of Closing Documents and Delivery of Consideration Shares

(a) Prior to the Closing Date, the Vendor will prepare, or cause to be prepared, and deliver to the Purchaser the closing documents listed in Section 6.4, previously approved by the Purchaser, acting reasonably.

(b) Prior to the Closing Date, the Purchaser will prepare, or cause to be prepared, and deliver to the Vendor the closing documents listed in Section 6.3, previously approved by the Vendor, acting reasonably.

(c) On the Closing Date, the Purchaser will issue and deliver the Consideration Shares to the Vendor, in accordance with the written direction from the Vendor received at least two Business Days prior to the Closing Date.

6.3 Closing Documents of the Purchaser

The Purchaser will deliver or cause the following documents, duly executed by the Purchaser, to be delivered to the Vendor at the Closing:

(a) a certified copy of the constating documents of the Purchaser and the resolutions of the board of directors of the Purchaser approving the entering into this Agreement and the completion of the transactions contemplated by this Agreement;

(b) a certificate of incumbency with respect to the Purchaser;

(d) a certificate of good standing with respect to the Purchaser dated no more than one Business Day prior to the Closing Date;

(e) a copy of the letter from the TSXV evidencing the conditional approval of the transactions contemplated by this Agreement;

(f) share certificates or direct registration system advices representing the Consideration Shares duly registered in accordance with the terms of this Agreement;

(g) a receipt for the Subsidiary Shares;

(h) payment of $200,000 to the Vendor, subject to any reductions as contemplated in accordance with Section 4(v) of the letter of intent between the Purchaser and the Vendor dated January 5, 2024; and

(i) all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably required to give full force and effect to the transactions contemplated by the provisions of this Agreement.

6.4 Closing Documents of the Vendor

The Vendor will deliver or cause the following documents, duly executed by the Vendor to be delivered to the Purchaser at the Closing:

(a) a certified copy of the constating documents of the Vendor and resolutions of the board of directors of the Vendor approving the entering into this Agreement and the completion of the transactions contemplated by this Agreement including without limitation the transfer of the Subsidiary Shares to the Purchaser;

(b) a certified copy of the constating documents of the Subsidiary and resolutions of the sole director of the Subsidiary approving the entering into this Agreement and the completion of the transactions contemplated by this Agreement;

(c) a certificate of incumbency with respect to the Subsidiary and the Vendor;
(d) the certificates contemplated by Sections 5.2(a), 5.2(b) and 5.1(d);

(e) a certificate of good standing with respect to the Subsidiary and the Vendor, dated no more than one Business Day prior to the Closing Date;

(f) share transfers duly executed endorsed in blank for all of the Subsidiary Shares together with the original share certificates therefor;

(g) resignations and mutual releases of the sole director of the Subsidiary;
(h) the minute books and share transfer books of the Subsidiary;
(i) the Books and Records of the Subsidiary;
(j) receipt of the Consideration Shares; and

(k) all necessary deeds, conveyances, transfers and assignments and any other instruments necessary or reasonably required to acquire legal and beneficial title to the Subsidiary Shares and all other documents required to be delivered by the Vendor on the Closing Date pursuant to the provisions of this Agreement.

6.5 Concurrent Requirements

All of the matters of payment and delivery of documents by each Party to the other will be deemed to be concurrent requirements so that nothing is complete until everything has been paid, delivered and registered.

7. LIMITATIONS ON LIABILITY

7.1 Time Limitation

(a) All representations and warranties of the Purchaser contained in Section 3.1shall survive for a period of two years following the Closing Date.

(b) All representations and warranties of the Vendor contained in Section 3.2 shall survive for a period of two years following the Closing Date.

(d) After the termination of an applicable Survival Period, the applicable Parties will not have any further liability hereunder with respect to the applicable representations and warranties which are covered thereby except in respect of any claim made in writing with respect to any inaccuracy or deficiency in or breach of any such representation and warranty made prior to the expiration of the period noted above.

(e) For certainty, the Survival Periods shall not apply to a claim in respect of any breach or nonfulfilment of any covenant, condition or obligation.

8. TERMINATION

8.1 Termination

This Agreement may be terminated on or prior to the Closing Time:

(a) by the mutual written agreement of the Parties;

(b) by the Purchaser and upon written notice to the Vendor if the conditions in Section 5.1 are not satisfied (or waived by the Purchaser) on or prior to the Closing Date, provided that the right of the Purchaser to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to the Purchaser if the Purchaser’s failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to have occurred on or before such date;

(c) by the Vendor upon written notice to the Purchaser if the conditions in Section 5.2 are not satisfied (or waived by the Vendor) on or prior to the Closing Date, provided that the right of the Vendor to terminate this Agreement pursuant to this Section 8.1(c) shall not be available to the Vendor if its failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to have occurred on or before such date;

(d) by either Party if a Governmental Authority has issued or enacted any Applicable Law or taken any other action, in each case, which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the consummation of the transactions contemplated by this Agreement;

(e) by either Party if the Party seeking to terminate is of the opinion, acting reasonably, that any of the conditions set forth in Section 5.1 hereof have not been fulfilled or are not likely to be fulfilled, or if there shall be a default or breach under the Option Agreements prior to Closing, except that the right to terminate this Agreement under this Section 8.1(e) shall not be available to such Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure to satisfy the conditions set forth in Section 5.1 hereof on or prior to Closing;

(f) by either Party if the Party seeking to terminate proposes to enter into a definitive agreement with respect to, or to approve or recommend a, Superior Proposal, in which case the Party seeking to terminate may terminate this Agreement without liability; or

(g) by either Party if the Closing shall not have occurred on or before June 30, 2024, except that the right to terminate this Agreement under this Section 8.1(f) shall not be available to such Party whose failure to fulfill any of its obligations has been the cause of, or resulted in, the failure of the Closing to occur by such date.

8.2 Effect of Termination

In the event of the termination of this Agreement pursuant to Section 8.1, this Agreement (other than this Section 8.2, Article 7, Article 9, Article 11 and Article 12, each of which shall survive such termination) will forthwith become void, there will be no liability on the part of any Party or any of their respective officers or directors to the other Parties and all rights and obligations of each Party will cease, except that nothing herein will relieve any Party from liability for any breach, prior to termination of this Agreement in accordance with its terms, of any representation, warranty or covenant contained in this Agreement.

8.3 Expenses

Except where otherwise agreed in writing, each Party will bear its own costs and expenses of this Agreement and the transactions herein referenced (including finder’s or broker’s fees and commissions) regardless of whether this Agreement and such transactions close.

8.4 Notwithstanding anything to the contrary in this Agreement, in the event that a Party (the " Terminating Party ") shall have terminated this Agreement pursuant to Section 8.1(f), then the Terminating Party shall pay to the other Party a fee equal to $200,000 which, where the Purchaser is the Terminating Party, will be satisfied through the payment of $200,000 to the Vendor on the Execution Date as contemplated in Section 2.2(a)(ii).

9. RELATIONSHIP AND OTHER RIGHTS

9.1 Relationship of Parties

Save and except as otherwise specifically provided herein, the rights, privileges, duties, obligations and Liabilities, as between the Parties shall be separate and not joint or collective and nothing herein contained unless expressly provided to the contrary, shall be construed as creating a partnership, an association, agency or a trust of any kind or as imposing upon any of the Parties any partnership duty, obligation or liability.

9.2 Other Opportunities

Each of the Parties shall have the free and unrestricted right independently to engage in and receive the full benefits of any and all business endeavours of any sort whatsoever whether or not competitive with the endeavours contemplated herein without consulting the other Parties or inviting or allowing the other Parties to participate therein. Except as set forth herein, none of the Parties shall be under any fiduciary or other duty to the other Parties which shall prevent them from engaging in or enjoying the benefits of competing endeavours within the general scope of endeavours contemplated by this Agreement. The legal

doctrine of “ corporate opportunity ” sometimes applied to persons engaged in a joint venture or having fiduciary status shall not apply in the case of the Parties.

10. CONFIDENTIALITY

10.1 Confidentiality

All Confidential Information (whether Business Information or Party Information) received or generated by a Party as a result of or in connection with this Agreement, shall be confidential, shall be treated as confidential and shall not be disclosed to any other Person without the prior written consent of the Vendor (for disclosures by the Purchaser), or the Purchaser (for disclosures by the Vendor) unless required by Law or by a Governmental Authority having jurisdiction.

10.2 Permitted Disclosures

(a) The consent required by Section 10.1 shall not apply to a disclosure: (i) by a Party to its directors or officers, or the directors, officers, partners or employees of any financial, accounting, legal and professional advisors of such Party and its Affiliates, as well as to a Representative that has a bona fide need to be informed and who is bound by the same confidentiality provisions set out in this Article 10; (ii) by a Party to a person providing debt or equity financing or funding to the Party; (iii) by a Party to any Person that is proposing to acquire control of the Party by way of a take-over bid, the sale by the Party of all or substantially all of its assets or business, or the acquisition, amalgamation, arrangement, merger, or combination of the Party with or into any other Person; or (iv) by a Party for the purpose of any judicial proceedings arising out of this Agreement or any other agreement entered into under or pursuant to this Agreement, provided that in the case of disclosure of Confidential Information contemplated under subsections (ii) and (iii), prior to receiving any such Confidential Information, the recipient enters into a confidentiality agreement with the disclosing Party pursuant to which the recipient provides a confidentiality undertaking to maintain the confidentiality of the Confidential Information in a manner consistent with this Agreement.

(b) Only such Confidential Information as any recipient Person shall have a legitimate business need to know shall be disclosed. In no event shall any Party Information of the non-disclosing Parties be disclosed to any Person.

(c) No Party shall be liable to the disclosing Party or any other Person in respect of any interpretations, opinions, findings, conclusions or other factual or non-factual information included by the disclosing Party in any report or other document provided to another Person, whether included by negligence or otherwise. Each disclosing Party shall indemnify and save harmless the other Parties from and against all Legal Claims and Liabilities actually incurred by the other Parties in respect of the release by the disclosing Party of such information to third Persons, irrespective of whether such release was consented to by such other Parties.

10.3 Disclosure Required by Law or Governmental Authority

Prior to any disclosure of Confidential Information under Section 10.1 required by Applicable Law or by a Governmental Authority having jurisdiction, the disclosing Party shall, to the extent permitted by Applicable Law, give the other Parties least five Business Days prior written notice (unless less time is permitted by such Applicable Laws or Governmental Authority) of the content and timing of such disclosure and, shall not make such disclosure without the consent of the other Party, which consent shall not be unreasonably delayed, withheld, or conditioned. The disclosing Party shall disclose only that portion of Confidential Information required to be disclosed and shall take all reasonable steps to preserve the confidentiality thereof, including without limitation, obtaining protective orders and supporting the other

Parties in intervention in any proceeding. Notwithstanding anything else in this Section 10.3, each Party acknowledges and agrees that if the other Party is required to file this Agreement on SEDAR+ under Applicable Laws, such filing Party may file a redacted form of this Agreement subject to such reasonable redactions as the other Party may request, provided that such redactions are permitted under Applicable Laws. Any provision of this Agreement that has been so redacted shall continue to constitute Confidential Information for purposes of this Agreement and this Section 10.3; provided, however, that if any securities regulatory authority subsequently requires a Party to disclose any such redacted information or such redacted information shall otherwise become publicly available pursuant to Applicable Laws, (i) such redacted information shall cease to be Confidential Information upon such disclosure, and (ii) neither Party, or its respective Affiliates shall be in breach or violation of this Agreement with respect thereto. Each Party agrees that prior to filing any version of this Agreement with any securities regulatory authority, it shall provide the other Party with a reasonable opportunity to review and comment on all documents to be submitted in connection with such filing and shall consider in good faith the comments, if any, provided by such Party in respect of such documents, provided that any decision regarding redactions will ultimately be determined by the Party filing any version of this Agreement, each acting reasonably.

10.4 Return of Party Information

Each Party agrees that upon written request by any other Party it will:

(a) promptly, and in any event within 10 Business Days of receipt of such request, return all Party Information that it or its Representatives may have in their possession or control belonging to the requesting Party and all copies thereof, to the requesting Party and require each of its Representatives to do likewise; and

(b) certify in writing that it and its Representatives have permanently returned, and deleted all electronic versions of, any Party Information of the requesting Party, and all copies thereof that it or its Representatives may have or had in their possession or control.

11. NOTICE - GENERAL

11.1 Notices

All notices, requests, demands or other communications which by the terms hereof are permitted or required to be given by any Party to the other Parties shall be given in writing by personal delivery or by email, addressed to such other Parties or delivered to such other Parties as follows:

(a) If to the Purchaser at:

Sterling Metals Corp. 217 Queen Street West, Suite 401 Toronto, Ontario M5V 0R2

Attention: Mathew Wilson Email: [ Redacted ]

With a copy, which shall not constitute notice, to:

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

Attention: Chris Irwin Email: [ Redacted

(b) If to the Vendor and the Subsidiary at:

Copper Road Resources Inc. 82 Richmond Street East Toronto, Ontario M5C 1P1

Attention: Mark Goodman Email: [ Redacted ]

With a copy, which shall not constitute notice, to:

Cassels Brock & Blackwell LLP Suite 3200, Bay Adelaide Centre – North Tower 40 Temperance Street Toronto, Ontario M5H 0B4

Attention: Jay Goldman Email: [ Redacted ]

or at such other addresses and to such other Person that may be given by any of them to the others in writing from time to time on two days’ prior written notice and such notices, requests, demands or other communications shall be deemed to have been received when delivered.

12. GENERAL

12.1 Severability

Any provision of this Agreement which is invalid or unenforceable shall not affect any other provision and shall be deemed to be severable herefrom.

12.2 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 in such province.

12.3 Further Assurances

The Parties shall sign such further and other documents and do such further acts or things as may be necessary or desirable in order to give full force and effect to this Agreement and every part hereof.

12.4 Amendment

This Agreement may not be amended or modified in any respect except by written instrument signed by the Parties.

12.5 Entire Agreement

This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof. The execution of this Agreement has not been induced by nor do the Parties rely upon or regard as material, any covenants, representations or warranties whatsoever not incorporated herein and made a part hereof.

12.6 Enurement / Successors and Assigns

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

12.7 Waiver

A waiver of any breach of a provision of this Agreement shall not be binding upon a Party unless the waiver is in writing and signed by the Party providing the waiver, and such waiver shall not affect such Party’s rights in respect of any subsequent or other breach.

13.8 Counterparts

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

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

-28-

IN WITNESS WHEREOF the Parties have executed these presents as of the date and year first above written.

STERLING METALS CORP.

Per: (signed) “Mathew Wilson” Name: Mathew Wilson Title: President and CEO I have authority to bind the company

COPPER ROAD RESOURCES INC.

Per: (signed) “Mark Goodman” Name: Mark Goodman Title: Chairman I have authority to bind the company

1000797918 ONTARIO INC.

Per: (signed) “Mark Goodman” Name: Mark Goodman Title: President I have authority to bind the company

A-1 -

SCHEDULE “A” - DESCRIPTION OF THE PROPERTIES

The Copper Road project consists of 1,167 claims for a total of 24,836 hectares in the Batchewana Bay Region: Palmer, Nicolet, Norberg, Ryan and Kincaid Townships.

Copper Road Project Claims Map

==> picture [469 x 178] intentionally omitted <==

==> picture [469 x 89] intentionally omitted <==

==> picture [470 x 257] intentionally omitted <==

A-2 -

==> picture [362 x 253] intentionally omitted <==