CopperCorp Resources Inc. — Capital/Financing Update 2021

Sep 17, 2021

1258168 B.C. Ltd. 3629 McEwan Avenue North Vancouver, BC V7J 3C9 Canada

November 9, 2020

To: Metal Ventures Pty Limited (ACN 108 402 508), Kenneth John Maiden, Halona Holdings Pty Ltd (ACN 625 598 129) and Pepita Dorothy Maiden (the “ Vendors ”)

We provide this letter to confirm our agreement respecting a proposed financing of 1258168 B.C. Ltd. (“ 125 ”) to be undertaken following completion of the share purchase agreement between 125, Georgina Resources Pty. Ltd. ( “ Georgina ”) and each of the Vendors dated on or around the date of this letter, 2020 (the “ SPA ”).

All capitalized terms not otherwise defined herein have the same meanings as defined in the SPA.

1. Background

Pursuant to the SPA, 125 is acquiring all of the ordinary shares of Georgina ( Purchase Shares ) from the Vendors in exchange for (i) issuing to each of the Vendors their pro rata entitlement to an aggregate of 10,300,000 fully paid and non-assessable common shares in the capital of 125 (the “ Payment Shares ”) at a subscription price of CAD$0.045 per Payment Share; and (ii) procuring from Georgina a net smelter return royalty (“ NSR ”) of 1.5% in respect of the Alpine and Skyline exploration licences and claims located in Tasmania, Australia (being EL2/2018 and EL16/2018) (the “ Licences ”) in favour of the Vendors (with each of the Vendors holding their pro rata entitlement in the NSR), to be formalized in a royalty deed to be governed by the laws of Tasmania, which NSR shall run with the Licences and to which the Licences will remain subject notwithstanding any transfer of the Licences or any interest therein by 125 or the acquisition by any person of any interest in 125, and which shall provide 125 with the right to purchase the NSR from the Vendors at any time for a one-time cash payment of CAD$3,000,000 to be shared pro rata among the Vendors.

Following completion of the Acquisition, 125 will own a 100% interest in the Licences and intends to conduct the business of exploring and developing the mineral properties which are the subject of the Licences.

2. Financing Commitment

Following completion of the Acquisition, 125 agrees to undertake a financing to raise gross proceeds of Can. $1.7 million to Can. $4.2 million to finance its exploration and development activities in respect of the Licences (the “ Financing ”). The size and pricing of the Financing will otherwise be determined in good faith by and unanimously approved by the board of directors of 125 (including the nominee appointed by the

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Vendors under the Acquisition), having regard to the value of 125 at the time of the Financing, consultation with the Vendors and the state of the financial markets. The Financing will be undertaken following the achievement of various milestones but no later than November 20, 2020 (or on such other date as the parties may agree to in writing):

• a) the board of directors of 125 following closing of the Acquisition has been established;

• b) the management team of 125 following closing of the Acquisition has been established;

• c) 125’s board of directors has unanimously approved a plan for the exploration and development of the Properties for 12 months; and

• d) 125’s board of directors has unanimously approved a plan for a “going public” transaction for 125.

3. Consequence of Non-Completion of Financing.

Prior to the date of the SPA, 125 has undertaken a financing involving the issuance of 17,777,777 common shares of 125 at a price of Can. $0.045 per common share (the “$0.045 Financing ”).

The parties agree that if the Financing does not close by November 20, 2020:

• a) 125 will offer to repurchase the common shares of 125 sold in the $0.045 Financing from their holders in exchange for a pro rata share of any funds remaining in 125 as at that date;

• b) 125 must unwind the Acquisition as soon as reasonably practicable and return the Purchase Shares to the Vendors in exchange for the Payment Shares and the termination of the NSR ( Purchase Share Return ).

125 indemnifies the Vendors against, and must pay to the Vendors on demand, all losses, costs, charges, damages, expenses and other liabilities arising out of or in connection with the Purchase Share Return including all tax, all legal and other professional expenses on a solicitor-client basis incurred by the Vendors in an amount required to put the Vendors in the same position as if the Acquisition had not occurred.

4. General .

• a. No Waiver. No amendment, modification or waiver of this Agreement shall be binding unless executed in writing by the party or parties to be bound thereby. No waiver of any provision of this Agreement shall constitute a waiver of any other provision. Any such waiver will be effective only in the specific instance and for the purpose given. No failure

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or delay on the part of any party in giving effect to any provision hereof will constitute or be deemed to be a waiver thereof.

• b. Governing Law. This Agreement will be interpreted and construed and enforced in accordance with the laws of the Province of British Columbia, Canada.

• c. Counterparts. This Agreement may be executed in any number of counterparts by original or electronic signature, and all such counterparts taken together shall be deemed to constitute one and the same instrument.

• d. Interpretation. The division of this Agreement into sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa and words importing gender include all genders.

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If the terms described above are acceptable to you, please so indicate by signing and returning the duplicate copy of this Agreement on or before 5.00 p.m. (Vancouver time) on 9 November 2020.

Very truly yours,

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1258168 B.C. LTD.
.
"Andrew Stewart"
Andrew Stewart
Director
Accepted and agreed to as of ___, 2020 November 9
Executed by Metal Ventures Pty
Limited (ACN 108 402 508 in
accordance with section 127 of the
Corporations Act 2001 (Cth):
Signature of director Signature of company secretary/director
Full name of director Full name of company secretary/director
Signed, sealed and delivered by
Kenneth John Maiden in the presence
of:
Signature of witness Signature
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Full name of witness

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November 9

"Samuel Garrett" "Samuel Garrett"

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November 9
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"Kenneth John Maiden"
"Rachel Maiden"
"Rachel Maiden"
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"Sean Joseph Westbrook"

(SOLE DIRECTOR)

"Sean Joseph Westbrook"

"Sean Joseph Westbrook" (SOLE DIRECTOR) "Sean Joseph Westbrook" "Mikael Adam Mulia Handoko" "Mikael Adam Mulia Handoko"

"Pepita Dorothy Maiden"