CopperCorp Resources Inc. - M&A Activity 2021

SHARE PURCHASE AGREEMENT

made between

THE PERSONS IDENTIFIED AS "VENDORS" ON THE SIGNATURE PAGE ATTACHED HERETO

as the Vendors

and

1258168 B.C. LTD.

as the Purchaser

and

GEORGINA RESOURCES PTY LTD

as the Corporation November 9, 2020

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ARTICLE 1 INTERPRETATION

		ARTICLE 1 INTERPRETATION
Section	1.1	Defined Terms. ........................................................................................................... 2
Section	1.2	Gender and Number. ................................................................................................ 6
Section	1.3	Headings, etc. ............................................................................................................. 6
Section	1.4	Currency. .................................................................................................................... 6
Section	1.5	Certain Phrases, etc. .................................................................................................. 6
Section	1.6	Knowledge. ................................................................................................................ 6
Section	1.7	Accounting Terms. .................................................................................................... 6
Section	1.8	Recitals and Schedules. ............................................................................................. 6
Section	1.9	References to Persons and Agreements. ................................................................ 6
Section	1.10	Statutes. ....................................................................................................................... 7
Section	1.11	Non-Business Days. .................................................................................................. 7
Section	1.12	Appointment of Vendors' Representative. ............................................................ 7

ARTICLE 2 PURCHASED SHARES AND PURCHASE CONSIDERATION

		ARTICLE 2 PURCHASED SHARES AND PURCHASE CONSIDERATION
Section	2.1	Purchase and Sale. ..................................................................................................... 7
Section	2.2	Purchase Consideration. ........................................................................................... 7
Section	2.3	Post-Closing Share Ownership and NSR. .............................................................. 8

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties of the Vendors .................................................. 8

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser. ............................................. 13

ARTICLE 5

LIMITATIONS OF LIABILITY

		ARTICLE 5 LIMITATIONS OF LIABILITY
Section	5.1	Disclosure and knowledge. .................................................................................... 14
Section	5.2	Time limits for Claims. ........................................................................................... 14
Section	5.3	Minimum amount for Warranty Claims. ............................................................. 15
Section	5.4	Threshold for Warranty Claims. ........................................................................... 15
Section	5.5	Other limitations. ..................................................................................................... 15
Section	5.6	Maximum recovery. ................................................................................................ 16
Section	5.7	Rights against third parties. ................................................................................... 16
Section	5.8	Reimbursement of benefits subsequently received. ........................................... 16
Section	5.9	Mitigation. ................................................................................................................ 16
Section	5.10	No action against officers and employees. .......................................................... 16
Section	5.11	Circumstances where limitations not to apply.................................................... 17

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		ARTICLE 6
		PRE-CLOSING COVENANTS OF THE PARTIES
Section	6.1	Performance of Obligations. .................................................................................. 17
Section	6.2	Filings and Authorizations..................................................................................... 18
		ARTICLE 7
		CONDITIONS OF CLOSING
Section	7.1	Conditions for the Benefit of the Purchaser. ........................................................ 18
Section	7.2	Conditions for the Benefit of the Vendors. .......................................................... 19
		ARTICLE 8
		CLOSING
Section	8.1	Date, Time and Place of Closing. .......................................................................... 20
Section	8.2	Closing Procedures. ................................................................................................ 20
		ARTICLE 9
		TERMINATION
Section	9.1	Termination Rights. ................................................................................................. 20
Section	9.2	Effect of Termination. ............................................................................................. 21
		ARTICLE 10
		DISPUTE RESOLUTION AND APPLICABLE LAW
Section	10.1	Settling Disputes ...................................................................................................... 21
Section	10.2	Exceptions ................................................................................................................. 22
Section	10.3	Applicable Law and Arbitration ........................................................................... 22
		ARTICLE 11
		POST-CLOSING COVENANTS
Section	11.1	Further Assurances. ................................................................................................ 22
Section	11.2	Transaction Taxes .................................................................................................... 23
Section	11.3	Confidentiality ......................................................................................................... 23
Section	11.4	Capital gains tax rollover relief ............................................................................. 23
		ARTICLE 12
		MISCELLANEOUS
Section	12.1	Notices....................................................................................................................... 24
Section	12.2	Time of the Essence. ................................................................................................ 25
Section	12.3	Announcements. ...................................................................................................... 25
Section	12.4	Third Party Beneficiaries. ....................................................................................... 25
Section	12.5	Expenses. .................................................................................................................. 25
Section	12.6	Amendments. ........................................................................................................... 26
Section	12.7	Waiver. ...................................................................................................................... 26
Section	12.8	Non-Merger. ............................................................................................................. 26
Section	12.9	Entire Agreement. ................................................................................................... 26

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Section 12.10 Successors and Assigns. ......................................................................................... 26 Section 12.11 Severability. .............................................................................................................. 26 Section 12.12 Counterparts. ........................................................................................................... 27 Section 12.13 Tax withholding from the purchase price payable by the Purchaser in absence of declaration by the Vendors. .......................................................................................... 27

ADDENDA

Schedule A THE PERMITS Schedule B THE VENDORS Schedule C THE ROYALTY DEED

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SHARE PURCHASE AGREEMENT

THIS AGREEMENT made as of the ____ day of November, 2020 9

BETWEEN:

THE PERSONS IDENTIFIED AS "VENDORS" ON THE SIGNATURE PAGE ATTACHED HERETO .

(the " Vendors ")

AND:

1258168 B.C. LTD. , a corporation formed under the laws of the Province of British Columbia, having its registered office at 1700-666 Burrard Street, Vancouver, BC, V6C 2X8, Canada.

(the " Purchaser ")

AND:

GEORGINA RESOURCES PTY LTD ACN 156 424 323 , a corporation formed under the laws of the Commonwealth of Australia, having an office at 8 Reef Water Circuit, Bogangar NSW 2488 .

(the " Corporation" )

The Vendors, the Purchaser and the Corporation are hereinafter referred to collectively as the " Parties " and individually as a " Party ".

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WHEREAS :

A. The Corporation is the registered owner of certain mineral exploration licenses and claims located in Tasmania, Australia, as more particularly set out in Schedule A hereto.
B. The Vendors are the legal, registered and beneficial owners of the Purchased Shares (as hereinafter defined), as more particularly set out in Schedule B hereto.
C. The Vendors acknowledge the letter of intent with the Purchaser, dated 27 July 2020, as amended on 22 September 2020 and October 27, 2020 (the “ Letter of Intent ”), and in pursuance of that Letter of Intent, have agreed to sell to the Purchaser, and the Purchaser has agreed to purchase from the Vendors, the Purchased Shares on the terms and conditions set out in this Agreement.
D. Following completion of the transactions contemplated by this Agreement, the Purchaser will own 100% of the issued and outstanding shares of the Corporation.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and the covenants, agreements, representations, warranties and deliveries hereinafter contained, the Parties hereto covenant and agree as follows:

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

As used in this Agreement, the following terms have the following meanings:

" affiliate " means in relation to a body corporate, any subsidiary, subsidiary undertaking or holding company of such body corporate and any subsidiary or subsidiary undertaking of any such holding company for the time being.

" Agreement " means this share purchase agreement.

" Authorization " means, with respect to any Person, any order, permit, approval, consent, waiver, licence or similar authorization of any Governmental Entity having jurisdiction over the Person.

" Business Day " means any day, other than a Saturday, a Sunday or a statutory, public or civic holiday in Vancouver, British Columbia, Canada, Sydney, Australia or Hobart, Tasmania, Australia.

" Claim " means any claim, demand or cause of action however arising in relation to:

(a) any provision of this agreement;
(b) the Purchased Shares or their sale; or
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" Claim Amount " has the meaning given in Section 5.8.

" Claim Notice " has the meaning given in Section 5.2(a).

" Closing " means the completion of the transaction of purchase and sale contemplated in this Agreement.

" Closing Date " means November 9, 2020 or such earlier or later date as the Parties may agree in writing, provided that such date may not be later than the Outside Date .

" Confidential Information " means:

(a) all information, data or other material relating to the Permits or exploration and development of mines on the Permit Area held either prior to the date of this Agreement or acquired subsequent to the date of this Agreement by any of the Vendors or their affiliates, or their representatives (each a " Recipient "), whether written, oral or stored in electronic or other form or medium;
(b) all documents, copies, reproductions, summaries, extracts, notes, interpretations, memoranda, records, studies, forecasts, compilations, checks, evaluations or other data which pertain to, or derive, in whole or in part, from:
(i) the information, data or other materials described in subparagraph (a) of this definition, or
(ii) any examination of any sample or core extracted from, or any site visit to, the Permit Area; and

provided that the following shall not constitute "Confidential Information":

(c) any information that:
(i) at any time forms part of the public domain, other than by reason of a Recipient's failure to comply with the terms hereof;
(ii) is lawfully obtained by a Recipient from a third party who is, to the best of the knowledge of the Recipient, not under an obligation of confidentiality with respect to such information;
(iii) the Recipient can demonstrate was in the Recipient's possession prior to the date the same information is obtained hereunder; or
(iv) the Recipient can demonstrate was ascertained or developed independently by the Recipient without reference to information that would otherwise constitute Confidential Information hereunder.

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" Due Diligence Materials " means:

(a) the written information and documents provided to the Purchaser by the Vendors and their respective Representatives before the date of this agreement; and
(b) the written questions raised by the Purchaser in the due diligence process and the written responses given to those questions by the Vendors and their respective Representatives before the date of this agreement.

" Environmental Laws " means all applicable Laws and agreements with Governmental Entities and all other statutory requirements relating to public health or the protection of the environment and all Authorizations issued pursuant to such Laws, agreements or statutory requirements, in each case of Tasmania, Australia.

" Financial Statements " means the unaudited financial statements of the Corporation for the fiscal year ending June 30, 2020 , consisting of a balance sheet, the accompanying statements of income and the notes to those financial statements.

" GAAP " means the financial reporting standards for private companies established by the Australian Accounting Standards Board (AASB) at the relevant time applied on a consistent basis.

" Governmental Entity " means (i) any governmental or public department, central bank, court, minister, governor-in-counsel, cabinet, commission, tribunal, board, bureau, agency, commissioner or instrumentality, whether international, multinational, national, federal, provincial, state, municipal, local, or other; (ii) any subdivision or authority of any of the above; (iii) any stock exchange; and (iv) any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of the above.

“ Government Royalties ” means the government royalties with a fixed plus a profitbased component which the Permits are subject to.

" Laws " means any and all applicable (i) laws, constitutions, treaties, statutes, codes, ordinances, orders, decrees, rules, regulations, by-laws (ii) judgments, orders, writs, injunctions, decisions, awards and directives of any Governmental Entity and (iii) policies, guidelines, notices and protocols, to the extent that they have the force of law.

" Lien " means any mortgage, charge, pledge, hypothec, security interest, assignment, lien (statutory or otherwise), easement, title retention agreement or arrangement, conditional sale, deemed or statutory trust, restrictive covenant or other encumbrance of any nature which, in substance, secures payment or performance of an obligation.

" New Officer " means each director or officer nominated by the Vendors to be appointed to the Purchaser on or before the Closing Date in accordance with Section 7.2(b).

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" Notice " has the meaning defined in Section 12.1.

" Outside Date " means November 15, 2020 or such earlier or later date as the Parties may agree in writing.

" Payment Shares" has the meaning defined in Section 2.2.

" Permit Area " means the areas situated in Tasmania, Australia that are subject to the Permits.

" Permits" means the mineral claims, rights and licenses described in Schedule A hereto together with any renewal thereof, any other form of successor or substitute title therefor.

" Person " means an individual, partnership, limited partnership, limited liability partnership, corporation, limited liability company, unlimited liability company, joint stock company, trust, unincorporated association, joint venture or other entity or Governmental Entity, and pronouns have a similarly extended meaning.

"Purchased Shares" has the meaning defined in Section 2.1.

" Purchaser Group Member " means the Purchaser and each affiliate of the Purchaser after Closing and includes the Corporation.

" Recovery Amount " has the meaning given in Section 5.8.

" Representative " means, in relation to a party, all officers, employees, professional advisers, agents and attorneys of the party or of its affiliates.

“ Royalties ” means the Government Royalties together with the NSR.

" Tax Returns " means any and all returns, reports, declarations and elections, filed or required to be filed in respect of Taxes.

" Taxes " means (i) any and all taxes, duties, fees, excises, premiums, assessments, imposts, levies and other charges or assessments of any kind whatsoever imposed by any Governmental Entity, and (ii) all interest, penalties, fines, additions to tax or other additional amounts imposed by any Governmental Entity on or in respect of amounts of the type described in clause (i) above or this clause (ii).

" Vendors' Representative " has the meaning defined in Section 1.12.

" Warranties " means the warranties set out in Article 3.

" Warranty Claim " means any Claim by the Purchaser arising out of a breach of a Warranty.

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Section 1.2 Gender and Number.

Any reference in this Agreement to gender includes all genders. Words importing the singular number only include the plural and vice versa.

Section 1.3 Headings, etc.

The provision of a Table of Contents, the division of this Agreement into Articles and Sections and the insertion of headings are for convenient reference only and do not affect the interpretation of this Agreement.

Section 1.4 Currency.

In this Agreement, all references to "dollars", '$" or "CAD$" are expressed in Canadian currency, and all references to "Australian dollars" or "AUD$" are expressed in Australian currency, unless otherwise specifically indicated.

Section 1.5 Certain Phrases, etc.

In this Agreement (i) the words "including", "includes" and "include" mean "including (or includes or include) without limitation" , and (ii) the phrase "the aggregate of", "the total of", "the sum of", or a phrase of similar meaning means "the aggregate (or total or sum), without duplication, of". Unless otherwise specified, the words "Article" and " Section " followed by a number mean and refer to the specified Article or Section of this Agreement.

Section 1.6 Knowledge.

Where any representation or warranty contained in this Agreement is qualified by reference to the knowledge of the Vendors, the facts of which the Vendors are aware or that are within the Vendors' knowledge are taken to be and are limited to all facts of which the Vendors and any officer of the Vendors were actually aware at the date of this Agreement.

Section 1.7 Accounting Terms.

All accounting terms not specifically defined in this Agreement are to be interpreted in accordance with the appropriate GAAP.

Section 1.8 Recitals and Schedules.

(1) The above recitals and schedules attached to this Agreement form an integral part of this Agreement for all purposes of it.

Section 1.9 References to Persons and Agreements.

Any reference in this Agreement to a Person includes its successors and permitted assigns. The term "Agreement" and any reference to this Agreement or any other agreement or document includes, and is a reference to, this Agreement or such other agreement or

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document as it may have been, or may from time to time be amended, restated, replaced, supplemented or novated and includes all schedules to it.

Section 1.10 Statutes.

Except as otherwise provided in this Agreement, any reference in this Agreement to a statute refers to such statute and all rules and regulations made under it, as it or they may have been or may from time to time be amended, re-enacted or replaced.

Section 1.11 Non-Business Days.

Whenever payments are to be made or an action is to be taken on a day which is not a Business Day, such payment shall be made or such action shall be taken on or not later than the next succeeding Business Day.

Section 1.12 Appointment of Vendors' Representative.

Each Vendor hereby appoints Samuel Garrett ( the " Vendors' Representative ") as that Vendor's agent to serve as a liaison with the Purchaser, coordinate agreements and signatures, where applicable, among the Vendors, and to receive notifications on behalf of the Vendors under this Agreement.

ARTICLE 2

PURCHASED SHARES AND PURCHASE CONSIDERATION

Section 2.1 Purchase and Sale.

Subject to the terms and conditions of this Agreement, each Vendor agrees to sell, assign and transfer to the Purchaser and the Purchaser agrees to purchase from each Vendor on the Closing Date, all (but not less than all) of the fully paid ordinary shares of the Corporation held by each Vendor (collectively, the " Purchased Shares ").

Section 2.2 Purchase Consideration.

The purchase price payable by the Purchaser for the Purchased Shares shall be paid and satisfied at Closing by:

(1) the issuance of an aggregate of 10,300,000 fully paid and non-assessable common shares in the capital of the Purchaser (the " Payment Shares ") at a deemed price of CAD$0.045 per Payment Share to the Vendors as set forth in Schedule B hereto; and
(2) the grant of a net smelter return royalty (“ NSR ”) by the Corporation to the Vendors of 1.5% in respect of the Permits in favour of the Vendors pursuant to a royalty deed in the form attached in Schedule C (the “ Royalty Deed ”), which shall run with the Permits and to which the Permits will remain subject notwithstanding any transfer of the Permits or any interest therein by the Purchaser or the acquisition by any person of any interest in the Purchaser.

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Section 2.3 Post-Closing Share Ownership and NSR.

(1) Upon Closing, the Purchaser will own 10,000,000 ordinary shares in the capital of the Corporation, being all of the issued securities of the Corporation.
(2) Upon Closing, the Vendors will own an aggregate of 10,300,000 common shares in the capital of the Purchaser (being 36.68 % of the issued and outstanding securities of the Purchaser) with each Vendor owning that number of Payment Shares set opposite their name in Schedule B hereto, and their proportionate share of the NSR.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties of the Vendors

Each of the Vendors represents and warrants as follows to the Purchaser as at the date of this agreement and the time immediately prior to Closing, and acknowledges that the Purchaser is relying upon the representations and warranties in connection with its purchase of the Purchased Shares:

(a) Incorporation, Qualification and Capacity. The Corporation and each Vendor that is a corporation are incorporated and existing under the Laws of their respective jurisdictions of incorporation and have the corporate power to own and operate their property, carry on their business and enter into and perform their obligations under this Agreement. Each Vendor that is an individual has the requisite legal capacity to enter into and perform their obligations under this Agreement.
(b) Corporate Authorization. The execution and delivery of, and performance of this Agreement by each of the Vendors and the Corporation has been authorized by all necessary actions, corporate or otherwise.
(c) No Conflict. The execution and delivery of, and performance by the Vendors of the transactions contemplated by this Agreement:
(i) in the case of the Corporation and each Vendor that is a corporation, do not and will not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under any of the terms or provisions of its constating documents or by-laws;
(ii) do not and will not constitute or result in a breach of, or allow any Person to exercise any rights under any contract, license, lease or instrument to which the Corporation or any Vendor is party; and
(iii) to the best of the Vendors' knowledge and belief, do not and will not result in the violation of any Law.

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(d) Required Authorizations. To the best of the Vendors' knowledge and belief, no filing with, notice to, or Authorization of, any Governmental Entity is required on the part of any Vendor or the Corporation to lawfully complete the transactions contemplated by this Agreement.
(e) Required Consents . There is no requirement to obtain any consent, approval or waiver of any party under any agreement to which any Vendor or the Corporation is a party to the completion of the transactions contemplated by this Agreement.
(f) Execution and Binding Obligation. This Agreement has been duly executed and delivered by each of the Vendors and constitutes a legal, valid and binding agreement of each Vendor enforceable against it in accordance with its terms, subject to any limitation under applicable Laws relating to (i) bankruptcy, winding-up, insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other Laws of general application affecting the enforcement of creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.
(g) Issued Capital. The issued capital of the Corporation consists of 10,000,000 fully paid ordinary shares, being the Purchased Shares. The Purchased Shares are registered in the name of the Vendors as set forth in Schedule B hereto. The Purchased Shares have been issued in compliance with all applicable Laws, including securities Laws.
(h) No Other Agreements to Purchase. Except for the Purchaser's rights under this Agreement, no Person has any right or privilege (whether by law, preemptive or contractual) for (i) the purchase or acquisition from any Vendor of any shares of the Corporation, or (ii) the purchase, subscription, allotment or issuance of any of the unissued shares or other equity securities of the Corporation.
(i) Title to Shares. The Purchased Shares are owned by the Vendors as the legal, registered and beneficial owner, with good title, free and clear of all Liens other than those restrictions on transfer, if any, contained in the articles of the Corporation. Upon completion of the transaction contemplated by this Agreement, the Purchaser will have good and valid title to the Purchased Shares free and clear of all Liens except (i) those restrictions on transfer, if any, contained in the articles of the Corporation, and (ii) Liens granted by the Purchaser.
(j) Corporate Records. The corporate records of the Corporation are materially complete and accurate and include the constitution, minutes of meetings and resolutions of shareholders and directors, and the share certificate books, securities register, register of transfers and register of directors of the Corporation.

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(k) Dividends and Distributions. Since 2012, the Corporation has not declared or paid any dividends or other distributions on the Purchased Shares and has not redeemed, purchased or otherwise acquired any of its shares or agreed to do so.
(l) Compliance with Laws. to the best of the Vendors' knowledge and belief, the Corporation is conducting and has at all times conducted business in compliance with all applicable Laws.
(m) Authorizations. The Corporation is qualified, licensed or registered to carry on business in each jurisdiction in which it conducts business. The Corporation has all Authorizations which are necessary for it to conduct business as presently conducted. Such Authorizations are valid, subsisting and in good standing and there are no outstanding defaults or breaches under them on the part of the Corporation.
(n) Subsidiaries. The Corporation has no subsidiaries and holds no shares or other ownership, equity or proprietary interests in any Person.
(o) The Assets Generally. Subject to the Royalties described in this Agreement, the Corporation owns the assets that are material to its businesses free and clear of all Liens other than rights of Governmental Entities and third parties arising under Law. There are presently no Liens to third parties, that the Vendors or the Corporation are aware of to the best of their knowledge.
(p) No Options, etc. to Purchase Assets. The Corporation has not sold or otherwise disposed of any assets that are material to its businesses except in the ordinary course. No Person has any contractual right or privilege for the purchase or other acquisition from the Corporation of any assets that are material to their businesses.
(q) Real Property. The Corporation is not the owner of, or subject to any agreement or option to own, any real property or any interest in any real property or is party to, or under any agreement to become a party to, any lease with respect to real property.
(r) Material Contracts. The Corporation is not party to any contracts, licenses, leases and instruments that (i) provide for the expenditure of AUD$25,000 or more during any twelve month period or (ii) have a term of 1 year or more and cannot be cancelled on notice of 90 days or less or (iii) are otherwise material to the Corporation.
(s) Financial Statements . To the best of the Vendors' knowledge and belief, the Financial Statements have been prepared in accordance with the appropriate GAAP applied on a basis consistent with the preceding period and presents fairly in all material respects:

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(i) the financial position of the Corporation, as at the dates of the relevant statements; and
(ii) the results of Corporation's operations and its cash flows for the period covered by the Financial Statements.
(t) No Liabilities . Other than as disclosed to the Purchaser in writing, and to the best of the Vendors' knowledge and belief, the Corporation has no liabilities of the type required to be reflected as liabilities on a balance sheet prepared in accordance with GAAP, except for (i) liabilities reflected or reserved against in the Financial Statements, and (ii) current liabilities which are in the ordinary course of business.
(u) Permits .
(i) The Corporation is the recorded holder of the Permits under applicable Laws, free and clear of all Liens other than the Royalties.
(ii) The Permits have been validly staked, located and recorded or otherwise properly acquired by the Corporation in accordance with applicable Laws.
(iii) The Permits are in good standing with respect to all filings and all taxes, charges and assessments have been paid in full as are required under applicable Laws.
(iv) The Corporation is legally entitled to hold the Permits and the execution, delivery and performance of this Agreement by the Corporation, and the consummation of the transactions contemplated herein, will not cause a default or termination, or give rise to the right of termination, or rights of first refusal or other pre-emptive rights under any of the Permits.
(v) No Person other than the Corporation has any form of right to explore, develop or otherwise exploit the Permits or the Permit Area in relation to the Authorised Purpose described in Schedule A (Exploration in the Licensed Area for Category 1 Minerals (Metallic Minerals and Atomic Substances, as defined by the Mineral Resource Development Act 1995)).
(vi) To the best of the Vendors' knowledge, there is no adverse claim or challenge against or to ownership of or title to any of the Permits, including without limitation claims or challenges by indigenous or aboriginal peoples, nor is there any basis therefor or interest therein.
(vii) To the best of the Vendors' knowledge, there are no outstanding agreements or options to acquire or purchase the Permit Area or any

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portion thereof, and no Person has any royalty or other interest whatsoever in production from any of the Permits other than pursuant to applicable Laws.

(viii) To the best of the Vendors' knowledge, there are no orders or directions relating to environmental matters requiring any work, repairs, construction or capital expenditures with respect to the Permits or the Permit Area and the conduct of the business related thereto.
(v) Environmental Matters.
(i) To the knowledge of the Vendors, the Permits have been and are held and operated by the Corporation in compliance with all applicable Environmental Laws.
(ii) To the knowledge of the Vendors, there have been no past, and there are no pending or threatened, claims, complaints, written notices or requests for information received by the Corporation with respect to any alleged violation of any Environmental Laws..
(w) Employees. The Corporation does not have any employees.
(x) Litigation. As of the date of this Agreement there are no actions, suits, appeals, claims, applications, orders, investigations, proceedings, grievances, arbitrations or alternative dispute resolution processes in progress, pending, or, to the knowledge of any Vendor, threatened against the Corporation or its businesses or assets or which prohibits, restricts or seeks to enjoin the transactions contemplated by this Agreement.
(y) Taxes. The Corporation has paid all Taxes which are due and payable within the time required by applicable Laws, and has paid all assessments and reassessments it has received in respect of Taxes. The Corporation has made full and adequate provision in the books and records and Financial Statements for all Taxes which are not yet due and payable or receivable, but which relate to periods ending on or before the Closing Date. The Corporation has withheld and collected all amounts required by applicable Laws to be withheld or collected by it on account of Taxes and has remitted all such amounts to the appropriate Governmental Entity within the time prescribed under any applicable Laws. The Corporation has filed or caused to be filed all Tax Returns which are required to be filed by it. There are no outstanding agreements, arrangements, waivers or objections extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of Taxes or the filing of any Tax Return by, or any payment of Taxes by the Corporation.
(z) No Proceedings. No proceedings are pending for, and the Vendors are not aware of any basis for the institution of any proceedings leading to, the

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dissolution or winding-up of the Corporation or the placing of it in bankruptcy or subject to any other Laws governing the affairs of insolvent persons.

(aa) Anti-Corruption . Each of the Vendors and the Corporation has at all times complied with all applicable anti-bribery or anti-corruption Laws.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser.

The Purchaser represents and warrants as follows to the Vendors as at the date of this agreement and the time immediately prior to Closing, and acknowledges and confirms that the Vendors are relying on such representations and warranties in connection with the sale by them of their respective Purchased Shares:

(a) Incorporation. The Purchaser is a corporation incorporated and existing under the Laws of its jurisdiction of incorporation.
(b) Corporate Power. The Purchaser has the requisite corporate power and authority to enter into and perform its obligations under this Agreement, and to own its assets and conduct its businesses as now owned and conducted.
(c) Qualification. The Purchaser is duly qualified to carry on business, and is in good standing, in each jurisdiction in which the nature of its activities makes such qualification necessary.
(d) Corporate Authorization. The execution and delivery of and performance by the Purchaser of this Agreement have been, or will be at or prior to the Closing, authorized by all necessary corporate action on the part of the Purchaser.
(e) No Conflict. The execution and delivery of and performance by the Purchaser of this Agreement:
(i) do not and will not constitute or result in a violation or breach of, or conflict with, or allow any Person to exercise any rights under, any of the terms or provisions of its constating documents or by-laws;
(ii) do not and will not constitute or result in a breach or violation of, or conflict with or allow any Person to exercise any rights under, any contract, license, lease or instrument to which it is a party; and
(iii) do not result in the violation of any Law.
(f) Required Authorizations. No filing with, notice to or Authorization of, any Governmental Entity is required on the part of the Purchaser as a condition to the lawful completion of the transactions contemplated by this Agreement.

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(g) Execution and Binding Obligation. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding agreement of the Purchaser, enforceable against it in accordance with its terms, subject only to any limitation under applicable Laws relating to (i) bankruptcy, winding-up insolvency, arrangement, fraudulent preference and conveyance, assignment and preference and other similar Laws of general application affecting creditors' rights, and (ii) the discretion that a court may exercise in the granting of equitable remedies including specific performance and injunction.
(h) Litigation. There are no actions, suits, appeals, claims, applications, investigations, orders, proceedings, grievances, arbitrations or alternative dispute resolution processes in progress, pending, or to the Purchaser's knowledge, threatened against the Purchaser, which prohibits, restricts or seeks to enjoin the transactions contemplated by this Agreement.
(i) Authorized and Issued Capital . The authorized capital of the Purchaser consists of an unlimited number of common shares of which, (i) at this date, 17,777,779 common shares (and no more) are issued and are outstanding as fully paid and non-assessable, and (ii) at the Closing Date immediately prior to Closing, no more than 17,777,779 common shares will be issued and will be outstanding as fully paid and non-assessable.
(j) Issuance of Payment Shares. Upon their issuance, the Payment Shares will be validly issued and outstanding as fully paid and non-assessable common shares in the capital of the Purchaser registered in the names of the Vendors, free of all Liens other than the restrictions on transfer, if any, contained in the articles of the Purchaser.

ARTICLE 5

LIMITATIONS OF LIABILITY

Section 5.1 Disclosure and knowledge.

The Vendors are not liable in respect of a Warranty Claim if the fact, matter or circumstance giving rise to the Warranty Claim:

(a) is disclosed or described in this agreement;
(b) is fairly disclosed in the Due Diligence Materials; or
(c) anything which was known or ought reasonably to have been known to the Purchaser or its Representatives before the date of this agreement including as a result of their due diligence inquiries.

Section 5.2 Time limits for Claims.

The Vendors are not liable in respect of a Claim unless:

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(a) the Purchaser gives the Vendors notice describing in reasonable detail each fact, matter or circumstance giving rise to the Claim and stating why that fact, matter or circumstance gives rise to a Claim and including an estimate of the amount of the Claim (" Claim Notice ") no later than 60 Business Days after the Purchaser first becomes aware of that fact, matter or circumstance;
(b) the Claim Notice is received by the Vendors no later than 2 years after Closing in respect of any other Claim.

Section 5.3 Minimum amount for Warranty Claims.

The Vendors are not liable in respect of a Warranty Claim unless the amount that the Purchaser would be entitled to recover in relation to that Warranty Claim is at least C$10,000.

Section 5.4 Threshold for Warranty Claims.

The Vendors are not liable in respect of a Warranty Claim unless the aggregate amount that the Purchaser would be entitled to recover, but for this Section 5.4, in relation to all Warranty Claims is at least C$100,000.

Section 5.5 Other limitations.

The Vendors are not liable for any Warranty Claim to the extent that:

(a) the fact, matter or circumstance giving rise to the Claim is provided for or otherwise taken into account in the Financial Statements;
(b) the loss or damage giving rise to the Claim is recovered by any Purchaser Group Member under another Claim or a Tax Claim or is made good or otherwise compensated for without cost to any Purchaser Group Member;
(c) the fact, matter or circumstance giving rise to the Claim gives rise to any benefit to any Purchaser Group Member in relation to Taxes;
(d) the circumstances giving rise to the Claim are remedied by the Vendors to the reasonable satisfaction of the Purchaser within 30 Business Days after receiving notice of the Claim from the Purchaser;
(e) the Claim arises out of anything done or omitted to be done in accordance with the terms of this agreement or with the prior written approval of the Purchaser;
(f) the Claim arises out of any voluntary act, omission or transaction carried out after Closing by or on behalf of any Purchaser Group Member; or
(g) the Claim arises from a change in any legislation or regulation, any judicial or administrative interpretation of the law or any practice or policy of a Government Entity after the date of this agreement (whether or not retrospective in effect).

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Section 5.6 Maximum recovery.

The maximum aggregate amount recoverable by the Purchaser from the Vendors in relation to all Claims is C$100,000.

Section 5.7 Rights against third parties.

If the Vendors have made a payment to the Purchaser in relation to any Claim and any Purchaser Group Member has or subsequently obtains a right to recover an amount from any person other than the Vendors in connection with the fact, matter or circumstance that gave rise to the Claim, the Purchaser must:

(a) promptly notify the Vendors of that right of recovery and provide all information in relation to the circumstances giving rise to that right as the Vendors may reasonably require; and
(b) take or procure that the relevant Purchaser Group Member takes all reasonable steps to enforce that right of recovery.

Section 5.8 Reimbursement of benefits subsequently received.

If the Vendors have made a payment to the Purchaser in respect of a Claim ( Claim Amount ) and after that payment is made any Purchaser Group Member receives any payment, benefit or credit (including any benefit in relation to Taxes) by reason of the fact, matter or circumstance to which the Claim relates ( Recovery Amount ), then the Purchaser must as soon as reasonably practicable repay to the Vendors an amount equal to the lesser of the Claim Amount and the Recovery Amount less:

(a) all costs incurred by any Purchaser Group Member in recovering the Recovery Amount (including any increase in insurance premiums in respect of future periods); and
(b) any Taxes payable by any Purchaser Group Member as a result of receiving the Recovery Amount.

Section 5.9 Mitigation.

Nothing in this agreement relieves any person from any duty at law to mitigate any loss or damage that it may suffer or incur as a result of any breach of this agreement (including a breach of any Warranty).

Section 5.10 No action against officers and employees.

The Purchaser waives and must procure that each other Purchaser Group Member waives all rights and claims that it may have personally against the current and former officers and employees of any Vendor or its affiliates in relation to any matter arising directly or indirectly in connection with this agreement or the sale of the Purchased Shares except to the extent that those rights or claims arise out of the fraud, wilful misconduct or wilful default

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of a current or former officer or employee of a Vendor or its affiliates. The parties acknowledge and agree that:

(a) each Vendor sought and obtained this waiver as agent for and on behalf of their and each Vendor's affiliates' current and former officers and employees and holds the benefit of this Section 5.10 as trustee for them; and
(b) the provisions of this Section 5.10 may be enforced by any Vendor on behalf of and for the benefit of its affiliates' current and former officers and employees and those persons may plead this Section 5.10 in answer to any claim made by a Purchaser Group Member against them.

Section 5.11 Circumstances where limitations not to apply.

None of the limitations in this Article 5 apply to any Claim to the extent that it arises out of or is increased as a result of any fraud by any Vendor or any of its Representatives.

ARTICLE 6

PRE-CLOSING COVENANTS OF THE PARTIES

Section 6.1 Performance of Obligations.

(1) Vendors' Actions to Effect this Agreement. Each of the Vendors will perform all obligations required to be performed by it under this Agreement, co-operate with the Purchaser in connection therewith, and will use commercially reasonable efforts to do or cause to be done all such further acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement. For the avoidance of doubt, this includes each of the Vendors using all reasonable efforts to ensure that each condition in Section 7.1 is satisfied prior to Closing.
(2) Purchaser's Actions to Effect this Agreement. The Purchaser will perform all obligations required to be performed by it under this Agreement, co-operate with the Vendors in connection therewith, and will use commercially reasonable efforts to do or cause to be done all such further acts and things as may be necessary or desirable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement. For the avoidance of doubt, this includes the Purchaser using all reasonable efforts to ensure that each condition in Section 7.1 is satisfied prior to Closing.
(3) Conduct of Business. Prior to the Closing Date, the Vendors will use commercially reasonable efforts to cause the Corporation to conduct its business in the ordinary course of normal day-to-day operations of the Corporation consistent with past practices.
(4) Transfer of Purchased Shares. Each Vendor shall take all necessary steps and corporate proceedings to permit good title to the Purchased Shares held by such Vendor to be duly and validly transferred and assigned to the Purchaser at the Share Purchase Agreement – Georgina Resources Pty Ltd

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Closing, free of all Liens other than the restrictions on transfer, if any, contained in the articles of the Corporation.

Section 6.2 Filings and Authorizations.

(1) Each of the Parties, as promptly as practicable after the execution of this Agreement, shall use its commercially reasonable efforts to make all filings with, give all notices to, and obtain all Authorizations from, Governmental Entities that are necessary in connection with the transactions contemplated by this Agreement.
(2) The Parties will coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 6.2 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity. To the extent that any information or documentation to be provided by any Vendor to the Purchaser pursuant to this Section 6.2 is competitively sensitive, such information may be provided only to external counsel for the Purchaser on an external counsel only basis.

ARTICLE 7 CONDITIONS OF CLOSING

Section 7.1 Conditions for the Benefit of the Purchaser.

The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied on or before the Closing Date, which conditions are for the exclusive benefit of the Purchaser and may be waived, in whole or in part, by the Purchaser in its sole discretion:

(a) No Change of Law. There shall have been no change in any Law having application in Tasmania, Australia which in the opinion of the Purchaser, acting reasonably, will have a material adverse affect on its ability to hold and exercise the rights granted under the Permits or which can reasonably be expected to have a material adverse effect on the Corporation's business following Closing.
(b) Consents and Authorizations. All necessary regulatory, court and third party consents, orders (both interim and final), approvals, waivers and authorizations, as may be required, must have been made, given or obtained.
(c) Deliveries. The Purchaser must have received the following from the Vendors' Representative or the Vendors, as applicable, in each case by facsimile copy:
(i) share certificates representing the Purchased Shares accompanied by forms of transfer duly executed by each Vendor as the holder of record, Share Purchase Agreement – Georgina Resources Pty Ltd

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confirming that the Purchased Shares owned by the Vendor have been transferred to the Purchaser free and clear of all Liens, together with evidence satisfactory to the Purchaser that the Purchaser has been entered upon the books of the Corporation as the holder of the Purchased Shares;

(ii) copies of (A) the constitution of the Corporation; (B) the resolutions of the board of directors of each Vendor that is a corporation approving the execution, delivery and performance of this Agreement; (C) the resolutions of the board of directors and shareholders of the Corporation approving the transfer to the Purchaser of the applicable Purchased Shares and the updating of the register of members of the Corporation reflecting the Purchaser as being the registered owner of the Purchased Shares, and (D) a list of the directors and officers authorized to sign this Agreement together with their specimen signatures;
(iii) copies or possession of all corporate records, material agreements, and business records of the Corporation;
(iv) a duly executed resignation of each director or officer, as the case may be, of the Corporation as requested by the Purchaser and effective on or before the Closing Date;
(v) a duly executed consent to act of each New Officer effective on or before the Closing Date;
(vi) a certificate of each Vendor (signed by a senior officer in the case of each Vendor that is a corporation) confirming that the representations and warranties in this Agreement remain true and correct as at the Closing Date, and that the Vendor has complied with all its covenants hereunder;
(vii) a signed counterpart of the Royalty Deed signed by the Vendors and the Corporation.

Section 7.2 Conditions for the Benefit of the Vendors.

The purchase and sale of the Purchased Shares is subject to the following conditions being satisfied on or before the Closing Date, which conditions are for the exclusive benefit of the Vendors and may be waived, in whole or in part, by the Vendors in its sole discretion:

(a) Deliveries. The Vendors must have received:
(i) share certificates representing the Payment Shares, together with evidence satisfactory to the Vendors that the Vendors have been

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entered upon the books of the Purchaser as the holders of the Payment Shares as set out in Schedule B hereto;

(ii) a copy of the resolution of the board of directors of the Purchaser approving the appointment of each New Officer to the board of directors of the Purchaser; and
(iii) a certificate signed by a senior officer of the Purchaser confirming that the representations and warranties in this Agreement remain true and correct as at the Closing Date, and that the Purchaser has complied with all its covenants hereunder.
(b) Appointment of Vendors' Nominee to Purchaser's Board of Directors. At least one nominee of the Vendors shall be appointed to the board of directors of the Purchaser effective upon Closing.

ARTICLE 8 CLOSING

Section 8.1 Date, Time and Place of Closing.

The completion of the transaction of purchase and sale contemplated by this Agreement will take place at the offices of Stikeman Elliott LLP at 8:00 a.m. (Vancouver time) the Closing Date, or at such other place, on such other date and at such other time as the Parties may agree to in writing.

Section 8.2 Closing Procedures.

Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, including those set out in Article 7, at the Closing and in the order determined by the Parties to be appropriate in connection with the transaction:

(a) the Vendors shall deliver to The Purchaser the documents set out in Section 6.1; and
(b) The Purchaser shall deliver to the Vendors the documents set out in Section 7.1(c).

ARTICLE 9

TERMINATION

Section 9.1 Termination Rights.

This Agreement may, by notice in writing given at or prior to the Closing, be terminated:

(a) by mutual consent of the Vendors and the Purchaser;

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(b) by the Purchaser if any of the conditions in Section 7.1 have not been satisfied as of the Closing Date and the Purchaser has not waived such condition at or prior to the Closing;
(c) by the Vendors if any of the conditions in Section 7.2 have not been satisfied as of the Closing Date and the Vendors have not waived such condition at or prior to the Closing;
(d) by any Party if the Closing has not occurred by 5:00 p.m. Vancouver time on the Outside Date, provided that a Party may not terminate this Agreement under this Section 9.1(d) if it has failed to perform any one or more of its obligations or covenants under this Agreement required to be performed at or prior to the Closing and the Closing has not occurred because of such failure;
(e) by any Party if after the date of this Agreement any Law is enacted or made (or any Law is amended) that makes the consummation of any of the transactions contemplated by this Agreement illegal or otherwise prohibited or enjoins the consummation of any of the transactions contemplated by this Agreement, and such Law (if applicable) or enjoinment shall have become final and non-appealable; or
(f) by any Party if there has been a material breach of any provision of this Agreement by the other Party and such breach has not been waived by the non-breaching Party or cured within 15 Business Days following notice of such breach by the non-breaching Party.

Section 9.2 Effect of Termination.

(1) If a Party waives compliance with any of the conditions, obligations or covenants contained in this Agreement, the waiver will be without prejudice to any of its rights of termination in the event of non-fulfilment, non-observance or non-performance of any other condition, obligation or covenant in whole or in part.
(2) If this Agreement is terminated, the Parties are released from all of their obligations under this Agreement, except that each Party's obligations under Section 12.3 and Section 12.5 will survive.

ARTICLE 10

DISPUTE RESOLUTION AND APPLICABLE LAW

Section 10.1 Settling Disputes

If any dispute, claim, question or difference arises out of or in connection with this Agreement (a " Dispute "), the Parties shall attempt to settle the Dispute by negotiation. If the Dispute has not been resolved, for any reason, within 15 Business Days following delivery of a notice of Dispute, the Dispute will be resolved by arbitration as provided in Section 10.3.

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Section 10.2 Exceptions

Although the arbitrator(s) also have the power to grant injunctive or other equitable relief, nothing in Section 10.1 prevents a Party from seeking or obtaining an injunction, specific performance or any other equitable remedy from a court of competent jurisdiction.

Section 10.3 Applicable Law and Arbitration

(1) This Agreement and any Dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of British Columbia ;
(2) The Royalty Deed and any Dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the Laws of Tasmania and the federal Laws of Australia applicable therein.
(3) All Disputes arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be resolved by arbitration under the Arbitration Rules of the International Chamber of Commerce by three arbitrators appointed in accordance with said Rules. The place of the arbitration shall be Vancouver, British Columbia. The governing Law of the Agreement shall be the substantive Laws of British Columbia and the federal Laws of Canada applicable therein. To the maximum extent permitted by law, the arbitration award shall be nonappealable, final and binding on the Parties. The costs of arbitration shall be borne by the losing Party unless otherwise determined by the arbitration award.
(4) All Disputes arising out of or in connection with the Royalty Deed, including any question regarding its existence, validity or termination, shall be resolved by arbitration under the Arbitration Rules of the International Chamber of Commerce by three arbitrators appointed in accordance with said Rules. The place of the arbitration shall be Hobart, Tasmania. The governing Law of the Royalty Deed shall be the substantive Laws of Tasmania and the federal Laws of Australia applicable therein. To the maximum extent permitted by law, the arbitration award shall be nonappealable, final and binding on the Parties. The costs of arbitration shall be borne by the losing Party unless otherwise determined by the arbitration award.

ARTICLE 11

POST-CLOSING COVENANTS

Section 11.1 Further Assurances.

From time to time after the Closing Date, each Party will at the request of any other Party, execute and deliver such additional conveyances, transfers and other assurances as may be reasonably required to effectively transfer the Purchased Shares to the Purchaser and carry out the intent of this Agreement.

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Section 11.2 Transaction Taxes

Subject to Section 12.13, in the event that any other Governmental Entity seeks to levy any form of tax charge or fee on the transaction between the Parties under this agreement, the Parties will:

(a) coordinate and cooperate in exchanging information and supplying assistance that is reasonably requested in connection with this Section 11.2 including providing each other with advanced copies and reasonable opportunity to comment on all notices and information supplied to or filed with any Governmental Entity (including notices and information which a Party, acting reasonably, considers highly confidential and sensitive which may be provided on a confidential and privileged basis to outside counsel of the other Party), and all notices and correspondence received from any Governmental Entity; and
(b) share the cost of any tax charge or fee specifically relating to the transaction equally between the relevant Vendors and the Purchaser.

Section 11.3 Confidentiality

(a) No Confidential Information may be disclosed to any third party without the prior written consent of the Purchaser.
(b) The consent required by Section 11.3(a) above shall not apply to a disclosure to a court, Governmental Entity or to the public which any Party believes in good faith is required by pertinent law or regulation or the rules of any stock exchange on which its (or its affiliate's) securities are listed. In any case to which this Section 11.3(b) is applicable, the affected Party shall give written notice to the Purchaser prior to making such disclosure to provide the Purchaser with a reasonable opportunity to determine whether such disclosure is required and to take reasonable steps to prevent its release.

Section 11.4 Capital gains tax rollover relief

It is intended that the transactions contemplated by this agreement qualify, to the maximum extent permitted by law, for rollover relief (under Subdivision 124-M of the Income Tax Assessment Act 1997 (Cth)) (" CGT Relief ") for the Vendors and the Vendors and the Purchaser agree to take such reasonable steps as may be required (including the making of any choices) to permit such CGT Relief.

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ARTICLE 12 MISCELLANEOUS

Section 12.1 Notices.

Any notice, direction or other communication given regarding the transactions contemplated by this Agreement (each a " Notice ") must be in writing, sent by personal delivery, courier, facsimile or e-mail and addressed:

(a) to the Vendors' Representative on behalf of the Vendors at:

Clayton Utz Level 15, 1 Bligh Street Sydney NSW 2000 Australia

Attention: Liz Humphry Telephone: +618 9426 8471 Email: [email protected]

(b) To the Purchaser at:

1258168 B.C. Ltd. [Address] [Address] [Address] Attention: Andrew Stewart, Director Telephone: [Telephone Number] Email: [Email Address]

with a copy to:

Stikeman Elliott LLP Suite 1700, Park Place 666 Burrard Street Vancouver, BC V6C 2X8 Canada

Attention: Neville McClure Telephone: 1-604-631-1324 Email: [email protected]

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8 Reef Water Circuit Bogangar NSW 2488

Attention: Sam Garrett Telephone: +614 2332 2060 Email: [email protected]

A Notice is deemed to be given and received (i) if sent by personal delivery or courier, on the date of delivery if it is a Business Day and the delivery was made prior to 4:00 p.m. (local time in place of receipt) and otherwise on the next Business Day, or (ii) if sent by facsimile or email, on the Business Day following the date of transmission by the originating facsimile or email. A Party may change its address for service from time to time by providing a Notice in accordance with the foregoing. Any subsequent Notice must be sent to the Party at its changed address. Any element of a Party's address that is not specifically changed in a Notice will be assumed not to be changed.

Section 12.2 Time of the Essence.

Time is of the essence in this Agreement.

Section 12.3 Announcements.

No press release, public statement or announcement or other public disclosure with respect to this Agreement or the transactions contemplated by this Agreement may be made except with the prior written consent and joint approval of the Parties, or if required by Law or a Governmental Entity. Where the public disclosure is required by Law or a Governmental Entity, the Party required to make the public disclosure will use its commercially reasonable efforts to obtain the written approval of the other Party as to the form, nature and extent of the disclosure.

Section 12.4 Third Party Beneficiaries.

Each of the Parties intends that this Agreement will not benefit or create any right or cause of action in favour of any Person, other than the Parties. No Person, other than the Parties, shall be entitled to rely on the provisions of this Agreement in any action, suit, proceeding, hearing or other forum. The Parties reserve their right to vary or rescind the rights, granted by or under this Agreement to any Person who is not a Party, at any time and in any way whatsoever, without notice to or consent of that Person.

Section 12.5 Expenses.

Except as otherwise expressly provided in this Agreement, each Party will pay its own costs and expenses incurred in connection with this Agreement and the transactions contemplated by them. The fees and expenses referred to in this Section are those which are incurred in connection with the negotiation, preparation, execution and performance of this Agreement, and the transactions contemplated by this Agreement, including the fees and expenses of legal counsel, investment advisers and accountants.

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Section 12.6 Amendments.

This Agreement may only be amended, supplemented or otherwise modified by written agreement signed by each of the Parties.

Section 12.7 Waiver.

No waiver of any of the provisions of this Agreement will constitute a waiver of any other provision (whether or not similar). No waiver will be binding unless executed in writing by the Party to be bound by the waiver. A Party's failure or delay in exercising any right under this Agreement will not operate as a waiver of that right. A single or partial exercise of any right will not preclude a Party from any other or further exercise of that right or the exercise of any other right.

Section 12.8 Non-Merger.

Except as otherwise expressly provided in this Agreement, the covenants, representations and warranties shall not merge on and shall survive the Closing.

Section 12.9 Entire Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to the transactions contemplated by this Agreement and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the Parties with respect to such transactions. There are no representations, warranties, covenants, conditions or other agreements, express or implied, collateral, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth in this Agreement. The Parties have not relied and are not relying on any other information, discussion or understanding in entering into and completing the transactions contemplated by this Agreement.

Section 12.10 Successors and Assigns.

(1) This Agreement becomes effective only when executed by each of the Parties. After that time, it is binding on and enures to the benefit of each of the Parties and their respective successors and permitted assigns.
(2) Neither this Agreement nor any of the rights or obligations under this Agreement may be assigned or transferred, in whole or in part, by any Party without the prior written consent of the other Parties.

Section 12.11 Severability.

If any provision of this Agreement is determined to be illegal, invalid or unenforceable by an arbitrator or any court of competent jurisdiction, that provision will be severed from this Agreement and the remaining provisions will remain in full force and effect.

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Section 12.12 Counterparts.

This Agreement may be executed in any number of counterparts, each of which is deemed to be an original, and such counterparts together constitute one and the same instrument. Transmission of an executed signature page by facsimile, email or other electronic means is as effective as a manually executed counterpart of this Agreement.

Section 12.13 Tax withholding from the purchase price payable by the Purchaser in absence of declaration by the Vendors.

Each Vendor warrants and declares that as at the date of this Agreement and at all times through to 6 months after the date of this Agreement that it is, and will be, an Australian resident and, as a result, the Purchaser will not withhold any amount on account of Tax payable under Division 14 of Schedule 1 to the Taxation Administration Act 1953 (Cth).

[Remainder of page intentionally left blank. Signature pages follow.]

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"Samuel Garrett"

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"Rachel Maiden"

"Kenneth John Maiden""Kenneth John Maiden"

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"Sean Joseph Westbrook"

(SOLE DIRECTOR)

"Sean Joseph Westbrook""Sean Joseph Westbrook"

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"Mikael Adam Mulia Handoko"

"Pepita Dorothy Maiden"

"Mikael Adam Mulia Handoko"

"Sean Joseph Westbrook"

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"Sean Joseph Westbrook"

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"Samuel Garrett"

Signed by PEPITA DOROTHY MAIDEN in the presence of:

Signature of witness

Signature

Full name of witness

CORPORATION

Executed by GEORGINA RESOURCES PTY LTD ACN 156 424 323 in accordance with section 127 of the Corporations Act 2001 (Cth):

Signature of director

Full name of director

Signature of company secretary/director

Full name of company secretary/director

PURCHASER

1258168 B.C. LTD.

By: "Andrew Stewart" Name: Andrew Stewart Title: Director

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Schedule A

THE PERMITS

Name of License	Alpine Project
Type of License	Exploration License
License Number	EL2/2018
District or area	Tasmania, Australia, near Reece Dam
Authorised Purpose	Exploration in the Licensed Area for Category 1 Minerals (Metallic Minerals and Atomic Substances)
Licensed Area	95 sq km
Issuance Date	August 6, 2018
Term	5 years commencing August 6, 2018 and expiring August 5, 2023
Status	Valid

Name of Licence	Skyline Project
Type of Licence	Exploration License
Licence Number	EL16/2018
District or area	Tasmania, Australia, near Walford Park
Authorised Purpose	Exploration in the Licensed Area for Category 1 Minerals (Metallic Minerals and Atomic Substances)
Licensed Area	97 sq km
Issuance Date	December 17, 2019
Term	5 years commencing December 17, 2019 and expiring December 16, 2024
Status	Valid

Map of EL2/2018:

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Map of EL16/2018:

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Schedule B

THE VENDORS

				Number of Purchased	Number of Payment
	Vendor	Address		Shares held on	Shares to be issued on
				November 5, 2020	Closing
1.	Metal Ventures Pty Limited (ACN 108 402 508)	[Address]		2,250,000	2,317,500
2.	Kenneth John Maiden	[Address]		2,250,000	2,317,500
3.	Halona Holdings Pty Ltd (ACN 625 598 129)	[Address]		4,500,000	4,635,000
4.	Pepita Dorothy Maiden	[Address]		1,000,000	1,030,000
			Total:	10,000,000	10,300,000

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Schedule C

THE ROYALTY DEED

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Royalty Deed

Georgina Resources Pty Ltd

( Payer )

Metal Ventures Pty Limited, Kenneth John Maiden, Halona Holdings Pty Ltd and Pepita Dorothy Maiden

(together, the Payees )

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1.	Definitions and interpretation .............................................................................. 1	Definitions and interpretation .............................................................................. 1
	1.1	Definitions .............................................................................................. 1
	1.2	General rules of interpretation ............................................................... 3
	1.3	Payees' Representative ......................................................................... 4
2.	Royalty ................................................................................................................... 5
	2.1	Grant of Royalty ..................................................................................... 5
	2.2	Gross Revenue ...................................................................................... 5
	2.3	Allowable Deductions ............................................................................ 5
	2.4	Calculation and payment of Royalty ...................................................... 6
	2.5	Accounting principles ............................................................................. 6
	2.6	Interest and costs .................................................................................. 6
	2.7	Royalty a continuing obligation .............................................................. 7
	2.8	Further assurance.................................................................................. 7
	2.9	Royalty on material not sold .................................................................. 7
3.	Buy-back right ....................................................................................................... 7
4.	Reporting obligations ........................................................................................... 7
	4.1	Quarterly Statement .............................................................................. 7
	4.2	Royalty Records .................................................................................... 8
	4.3	Notification by the Payees of alleged inaccuracy .................................. 8
	4.4	Meeting to discuss Quarterly and Expert determination........................ 8
	4.5	Payees' right to information ................................................................... 8
5.	Security and caveats ............................................................................................ 8
	5.1	Registration of Royalty Charge .............................................................. 8
	5.2	Registration of Royalty Charge over the Permits .................................. 8
	5.3	Caveats .................................................................................................. 9
	5.4	Reasonable assistance and no claim .................................................... 9
6.	Assignment ............................................................................................................ 9
	6.1	Assignment by the Payer ....................................................................... 9
	6.2	Assignment by the Payees .................................................................... 9
7.	Confidentiality ..................................................................................................... 10
	7.1	Confidential information ....................................................................... 10
	7.2	Confidentiality ...................................................................................... 10
	7.3	Permitted disclosure ............................................................................ 10
8.	Resolution of disputes ....................................................................................... 11
	8.1	Dispute Resolution Process ................................................................ 11
	8.2	Expert determination ........................................................................... 11
	8.3	Parties to continue to perform ............................................................. 12
9.	Notices ................................................................................................................. 12
	9.1	How notice to be given ........................................................................ 12
	9.2	Deemed receipt ................................................................................... 13
10.	General ................................................................................................................. 13
	10.1	Entire deed .......................................................................................... 13
	10.2	Amendments ........................................................................................ 13
	10.3	Costs .................................................................................................... 13
	10.4	Counterparts ........................................................................................ 13
	10.5	Further acts and documents ................................................................ 14
	10.6	No merger ............................................................................................ 14
	10.7	Severance ............................................................................................ 14
	10.8	Waivers ................................................................................................ 14

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	10.9	Governing law and jurisdiction ............................................................. 14
Schedule	1 - Payees	............................................................................................................. 15
Schedule	2 - Permits ............................................................................................................ 16

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Ro alt Deed y y

Date

Parties

Georgina Resources Pty Ltd ACN 156 424 323 of 8 Reef Water Circuit, Bogangar NSW 2488, Australia ( Payer )

As identified in Schedule 1 ( Payees )

Background

A. The Payer has agreed to pay the Payees a royalty (in the proportions specified in the third column of the table set out in Schedule 1) on all Product extracted from the Permits and sold, removed or otherwise disposed of.
B. The Parties have agreed to enter into this deed to record the terms of the royalty to be granted by the Payer and the basis on which it is to be paid to the Payees.

Operative provisions

The Parties agree that:

1. Definitions and interpretation

1.1 Definitions

In this deed:

Accounting Standards has the meaning given in clause 2.5.

Allowable Deduction has the meaning given in clause 2.3.

Arm’s Length Terms means the prices and terms no less favourable to the Payer than those which would be paid and agreed to by a third party in an arm’s length transaction under similar circumstances.

Business Day means a day that is not a Saturday, Sunday or public holiday and on which banks are open for business generally in Tasmania, Australia, Sydney, Australia and Vancouver, British Columbia, Canada.

Corporations Act means the Corporations Act 2001 (Cth).

Dispute means a dispute or difference between the Parties under, or in relation to, this deed, including any question regarding its existence, validity, termination or effect or the rights or obligations of any Party under it.

Encumbrance means any security interest, mortgage, pledge, lien, charge, title retention arrangement, trust or power, or other form of security or interest having effect as a security for the payment of any monetary obligation or the observance of any other obligation whether existing or agreed to be granted or created.

Execution Date means the date of this deed.

Expert means a suitably qualified independent person appointed in accordance with this deed.

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Gross Revenue has the meaning given in clause 2.2.

IFRS means International Financial Reporting Standards as issued by the International Accounting Standards Board.

Law means any applicable statute, regulation, by-law, ordinance or subordinate legislation in force from time to time in the relevant jurisdiction, and includes the common law and equity as applicable from time to time and any applicable industry codes of conduct.

LIBOR Rate means the arithmetic mean rounded downwards to the nearest one sixteenth of one percent of the rate displayed at or about 11:00 am (London time) on the relevant date on the Reuters Monitor Screen at page reference “LIBOR” offered by each of the banks listed on that page for deposits in US$ by those banks for a period of 180 days.

Mining Act means Mineral Resources Development Act 1995 (Tas).

Net Smelter Return means, for a Quarter, the Gross Revenue determined in accordance with clause 2.2, less the Allowable Deductions for that Quarter.

Party means a party to this deed and Parties means the parties to this deed.

Payees' Representative means Sean Westbrook.

Permit means the mineral title listed in Schedule 2, and includes any application for a mineral title, and any addition, extension, renewal, variation, conversion, amalgamation, replacement or substitution of a mineral title, which is granted in respect of the whole or part of the area of a mineral title listed in Schedule 2.

Product means any minerals, ores, concentrates and other primary, intermediate and final mineral products or other mineral substances extracted from, under or upon the surface or sub-surface of the Permits.

Quarter means the quarters of each calendar year, ending 31 March, 30 June, 30 September and 31 December.

Quarterly Statement means, for a Quarter, a statement setting out in reasonable detail:

(a) the quantities and grades of Product recovered and sold during the Quarter;
(b) the individual elements which make up the Gross Revenue for the purposes of the royalty calculation;
(c) the individual elements which make up the Allowable Deductions for the purposes of the royalty calculation;
(d) the Royalty payable for that Quarter; and
(e) any other material information which is relevant in explaining the calculation of the Royalty payment.

Reference Price means, for a Quarter:

(a) the arithmetic average of the price of the relevant mineral being sold, on each trading day of that Quarter, arrived at using an industry standard benchmark index for establishing the average spot price of such mineral:
(i) as agreed by the Parties; or

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(ii) if the Parties cannot agree on an index within 10 Business Days of discussions commencing, finally determined by an Expert under clause 8; or
(b) for minerals where a benchmark index is not available for any reason for more than half of the trading days in the relevant Quarter, a price to be:
(i) agreed between the Parties; or
(ii) if the Parties cannot agree on a price within 10 Business Days of discussions commencing, finally determined by an Expert under clause 8.

Regulatory Authority means:

(a) any government or local authority and any department, minister or agency of any government; and
(b) any other authority, agency, commission or similar entity having powers or jurisdiction under any law or regulation or the listing rules of any recognised stock or securities exchange.

Related Entity means, in relation to a Party, any entity which is related to that Party within the meaning of section 50 of the Corporations Act or which is an economic entity (as defined in any approved Australian accounting standard) that is controlled by that Party.

Representatives of a Party includes an employee, agent, officer, director, auditor, advisor, partner, consultant, joint venturer or sub-contractor of that Party.

Royalty means a royalty equal to 1.5% of Net Smelter Returns.

Royalty Charge means a mortgage and charge granted by the Payer to the Payees over the Permits to secure the interest of the Payees.

Royalty Records means the books, accounts and records maintained by or on behalf of the Payer showing reasonable detail in relation to:

(a) the quantity of Product produced in each Quarter;
(b) the calculation of each component of the Royalty for each Quarter; and
(c) the payment of the Royalty in each Quarter.

1.2 General rules of interpretation

In this deed headings are for convenience only and do not affect interpretation and, unless the contrary intention appears:

(a) a word importing the singular includes the plural and vice versa, and a word of any gender includes the corresponding words of any other gender;

(b) the word including or any other form of that word or the words "such as" are not words of limitation and should be read with the following words immediately following "without limitation";
(c) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning;

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(d) a reference to a person includes an individual, the estate of an individual, a corporation, a Regulatory Authority, an incorporated or unincorporated association or parties in a joint venture, a partnership and a trust;
(e) a reference to a party includes that party's executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee;
(f) a reference to a document or a provision of a document is to that document or provision as varied, novated, ratified or replaced from time to time;
(g) a reference to this deed is to this deed as varied, novated, ratified or replaced from time to time;
(h) a reference to a party , clause , schedule , exhibit , attachment , or annexure is a reference to a party, clause, schedule, exhibit, attachment, or annexure to or of this deed, and a reference to this deed includes all schedules, exhibits, attachments, and annexures to it;
(i) a reference to an agency or body if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or function removed ( obsolete body ), means the agency or body which performs most closely the functions of the obsolete body;
(j) a reference to a statute includes any regulations or other instruments made under it ( delegated legislation ) and a reference to a statute or delegated legislation or a provision of either includes consolidations, amendments, re-enactments and replacements;
(k) a reference to $ or dollar is to the currency of Canada; and
(l) this deed must not be construed adversely to a Party just because that Party prepared it or caused it to be prepared.

1.3 Payees' Representative

Each Payee:

(a) authorises the Payees' Representative to act on its behalf in relation to any act, matter or thing required or permitted by the terms of this deed to be done by the Payees including:
(i) to give and receive payments and documents;
(ii) to give and receive notices; and
(iii) to give any approval or exercise any discretion;
(b) acknowledges that the Payer is entitled to treat any act matter or thing done by the Payees' Representative as binding on all Payees; and
(c) acknowledges that the Payer may discharge any obligation under this agreement to give any payment, document, notice or other thing to the Payees by giving it to the Payees' Representative.

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2. Royalty

2.1 Grant of Royalty

(a) The Payer grants the Royalty to the Payees (in the proportions specified in the third column of the table set out in Schedule 1) with effect on and from the Execution Date.
(b) For each Quarter in which any Product is produced, sold, removed or otherwise disposed of, the Payer must to pay to the Payees the Royalty calculated in accordance with this deed.

2.2 Gross Revenue

(a) Subject to clause 2.2(b), for the purposes of this deed, Gross Revenue for a Quarter means:
(i) the gross proceeds invoiced by, charged by or payable to the Payer from the sale, disposition or other form of assignment of any Product; and
(ii) any proceeds of insurance received in the case of loss or damage to any Product,

in that Quarter.

(b) If, in any Quarter, the Payer sells, assigns or otherwise disposes of Product:
(i) to a Related Entity of the Payer; or
(i) on terms that are not Arm's Length Terms,

then Gross Revenue for that Quarter means the revenue equal to the Reference Price multiplied by the quantity of the Product so sold, assigned or otherwise disposed of.

2.3 Allowable Deductions

For the purposes of this deed, Allowable Deductions means the following costs paid or incurred by or on behalf of the Payer, in relation to the Minerals extracted and recovered from the Permits:

(a) all costs of smelting and refining the Minerals;
(b) all transportation and insurance of Product from the Permits to the place of processing (including loading, freight, insurance, security, handling, port, demurrage, delay, and forwarding expenses incurred by reason of or in the course of transportation);
(c) costs or charges of any nature for or in connection with insurance, storage or representation at a smelter or refinery for Products or refined metals;
(d) actual selling and brokerage costs on all Products for which the Royalty is based on proceeds actually received by the Payer, or an allowance for reasonable sales and brokerage costs on Products for which the Royalty is based on proceeds deemed to have been received by the Payer;
(e) general and administration expenses and any taxes that are directly attributable and reasonably allocable to the costs set out in paragraphs (a) to (d);

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(f) sales, use, severance, excise and net proceeds of mine taxes, and any taxes measured by the value of minerals produced, but not including income taxes of the Payer, which are in any way connected with the transportation or sale of any Product, and
(g) royalties payable to the government,

but do not include any other costs of the Payer, including any exploration, development, construction, mining, crushing, milling, administrative, marketing or corporate costs incurred by or on behalf of the Payer.

In calculating the Allowable Deductions that the Payer may deduct under this deed, any costs, charges and expenses incurred by the Payer or any of its Related Entities (including, without limitation, costs, charges and expenses at facilities owned or controlled in whole or in part by the Payer or any of its Related Entities) will be assessed in accordance with the usual practices that are normally carried out in Australia in operations of a similar type to those relevant to the Royalty between parties dealing on Arm's Length Terms.

2.4 Calculation and payment of Royalty

Within 30 days after the end of each Quarter in which any Product is produced, sold, removed or otherwise disposed of, the Payer must:

(a) calculate the Royalty payable for that Quarter, if any;
(b) give to the Payees a Quarterly Statement in respect of that Quarter, even if there is no Royalty payable in respect of that Quarter, in accordance with clause 4.1; and
(c) if the Royalty is payable, pay to the Payees the Royalty due by it for that Quarter, in immediately available funds without demand, reduction or set-off:
(i) by direct deposit to the bank account nominated by the Payees, which the Payees may, by notice to the Payer, change from time to time; or
(ii) if no bank account is nominated, by bank cheque payable to the Payees.

2.5 Accounting principles

All calculations and computations relating to the Royalty to be made to the Payees under this deed shall be made on the accrual method and shall be carried out on a consistent basis in accordance with IFRS to the extent that such standards are not inconsistent with the provisions of this deed (the Accounting Standards ). In the event of any inconsistency between the Accounting Standards and the provisions of this deed, this deed shall prevail.

2.6 Interest and costs

(a) Without limiting the rights of the Payees in relation to any breach of this deed by the Payer, if the Payer fails to pay the Royalty due under this deed on or before the due date for payment, then the Payer must also pay to the Payees immediately on demand:
(i) interest on the amount due from due date up to and including the date upon which the moneys are paid, calculated on a daily basis and compounded with monthly rests; and
(ii) all costs and expenses (including legal costs and expenses on a full indemnity basis) incurred by the Payees which are attributable to the Payer’s failure to pay by due date.

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(b) The rate of interest payable under clause 2.6(a) is the LIBOR Rate plus 3% calculated on a daily basis and compounded with monthly rests, or such other similar rate of interest as the Parties may agree.
(c) The Payees' right to require payment of interest and costs under this clause 2.5 is without prejudice to any other rights it may have against the Payer at law or in equity.

2.7 Royalty a continuing obligation

Subject to clause 3, the obligation to pay the Royalty continues for the full term of the Permits, including any successor Permits and throughout the period that any Product can lawfully be extracted and recovered (including Product that has been stockpiled or stored after the expiry of the Permits from which it was extracted), unless this deed is previously determined in accordance with its terms.

2.8 Further assurance

If the Payer extends, renews, converts or substitutes any Properties listed in Schedule 1 for a new interest, the Payees may require the Payer to execute an assumption deed confirming that this deed applies to the new interest.

2.9 Royalty on material not sold

(a) If the Payer produces Product which is not sold or for which revenue is not derived, the Parties must agree on a procedure for calculating the Royalty payable by the Payer to the Payees with the intent that the Royalty payable will be equivalent to the royalty calculated as though that material was sold.
(b) If the Parties are unable to agree on the procedure for calculating the Royalty in accordance with this clause 2.9, the matter may be referred by any Party for Expert determination under clause 8.

3. Buy-back right

(a) The Payer may elect purchase the Royalty from the Payees by giving written notice to the Payees at least 30 Business Days prior to the date that is one year from the production of a bankable feasibility study.
(b) If the Payers elect to purchase the Royalty under clause 3(a):
(i) the sale of the Royalty must be completed within 60 days after the date on which the Payers gave notice to the Payee under clause 3(a); and
(ii) the cash amount payable by the Payers to the Payee on completion of the sale of the Royalty will be $3,000,000.
(c) If the Payers do not elect to purchase the Royalty under clause 3 prior to the date that is one year from the production of a bankable feasibility study, the Payers right to purchase the Royalty under clause 3(a) ceases.

4. Reporting obligations

4.1 Quarterly Statement

The Payer must provide to the Payees a Quarterly Statement for each Quarter.

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4.2 Royalty Records

The Payer must keep, or cause to be kept, true and accurate Royalty Records in accordance with the Accounting Standards and generally accepted mining industry practice.

4.3 Notification by the Payees of alleged inaccuracy

If the Payees consider that a Quarterly Statement is incorrect in any respect, or that the calculation of the amount of Royalty payable based on a Quarterly Statement is incorrect, the Payees may notify the Payer accordingly.

4.4 Meeting to discuss Quarterly and Expert determination

(a) The Parties must discuss, through their Representatives, the accuracy and reasonableness of the Quarterly Statement as soon as practicable after delivery of the Payees’ notice under clause 4.3.
(b) If the Parties are unable to resolve the dispute within 30 days after the delivery of the Payees’ notice, either Party may refer the matter to an Expert under clause 8.
(c) If the Expert determines that there has been an underpayment or overpayment of the Royalty, the Payer must make an adjustment of the Royalty due for the next Quarter accordingly.
(d) If the Royalty properly payable is established by the Expert’s determination to be more than 5% more or less than the Royalty set out in an Quarterly Statement or Quarterly Statements provided by the Payer, the Payer must pay the costs of the Expert. In all other circumstances, the costs of the Expert must be borne by the Payees.

4.5 Payees' right to information

(a) The Payees may, at any time, request from the Payer copies of:
(i) all source documentation that verifies the calculation of the Royalty set out in a Quarterly Statement;
(ii) the Royalty Records; and
(iii) any other information in relation to one or more of the Payer reasonably requested by the Payees.
(b) Within 10 Business Days of receiving a request under clause 4.5(a), the Payer must deliver to the Payees copies of all source documentation and Royalty Records requested by the Payees.

5. Security and caveats

5.1 Registration of Royalty Charge

(a) Immediately on execution of this deed, the Payer must execute the Royalty Charge.
(b) The Payer must or must assist the Payees (at the Payees' cost) to duly perfect any Encumbrance created under the Royalty Charge.

5.2 Registration of Royalty Charge over the Permits

Immediately upon the replacement, substitution or renewal of a Permit over which a charge is capable of being registered under a relevant Law, the Payer must or must assist the Payees

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(at its cost) to register the Royalty Charge under the relevant Law in respect of that Permit or its replacement, substitution or renewal (as the case may be).

5.3 Caveats

(a) If requested by the Payees, the Payer must lodge one or more caveats to be recorded over the Permits forbidding the approval of all or any assignments, mortgages or sub-leases of any of the Permits pursuant to the Mining Act.
(b) The Payer agrees that:
(i) under the terms of this deed, the Payees hold a right or interest in respect of the Permits that is adequate to establish the right of the Payees' to caveat in relation to the Permits;
(ii) it consents to all such caveats and will, in a timely manner, provide any necessary written consents required of it to any such caveat, by way of endorsement of any such caveat presented to it by the Payees, or otherwise as required by Law;
(iii) every such consent from the Payer will be on the basis that the term of the caveat be indefinite; and
(iv) it will not make a claim for compensation arising from the lodgement of any such caveat.

5.4 Reasonable assistance and no claim

(a) The Payers must, at the Payee's cost, promptly do and perform all further acts and execute and deliver all necessary documents reasonably required by Law or reasonably requested by the Payee to assist the Payee to register this deed in accordance with this clause 5.

6. Assignment

6.1 Assignment by the Payer

The Payer may not sell, transfer, grant, assign or otherwise dispose of ( Transfer ) all, part of, or any interest in, the Permits and/or its interest under this deed, or any rights in relation to Product extracted and recovered or to be extracted and recovered from the Permits, to a third party or a Related Entity of the Payer unless:

(a) by the sale of Products in the ordinary course of business; or
(b) the Payer procure the proposed transferee enter into a deed of assumption with the Payees and Payer under which the proposed transferee covenants to be bound by the Payer's obligations under this deed to pay the Royalty to the extent they relate to the Permits, rights or interests being Transferred or otherwise dealt with and to observe and perform those obligations.

6.2 Assignment by the Payees

The Payees may Transfer their interest under this deed, including by way of a sale of the Royalty, to a third party or a Related Entity provided:

(a) the Payees provide the Payer prior written notice; and

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(b) the Payees procure the proposed transferee enter into a deed of covenant in favour of the Payer under which the proposed transferee or purchaser of the Royalty covenants to be bound by the Payees' obligations under this deed.

7. Confidentiality

7.1 Confidential information

For the purposes of this deed, Confidential Information means:

(a) this deed;
(b) any information acquired by, or delivered to, a Party for the purpose of or under the terms of this deed, including the Quarterly Statements; and
(c) the terms of, and the negotiations and dealings of the Parties in connection with, any of the forgoing.

7.2 Confidentiality

Except as permitted by clause 7.3, each Party must keep the Confidential Information confidential and do not disclose any Confidential Information to any third party except with the prior written consent of the other Party.

7.3 Permitted disclosure

Nothing in this deed prevents a Party from disclosing Confidential Information:

(a) if disclosure is required to be made by law or the rules of any stock exchange or securities exchange (but only to the extent required);
(b) if disclosure is reasonably required to enable a Party to perform its obligations under this deed or to enforce the terms of this deed;
(c) to:
(i) a Related Entity;
(ii) any professional adviser of the Party who has been retained to advise in relation to the transactions contemplated by this deed;
(iii) any financial experts, analysts or corporate advisors engaged by the Party;
(iv) any current or prospective banker, debt or equity financier of the Party or any shareholder of the Party; or
(v) its accountants or auditors,

provided that the party to whom the Confidential Information is disclosed is under a duty or contractual obligation to keep the Confidential Information confidential and is made aware that the Confidential Information must be kept confidential;

(d) in the case of the Payees, to any purchaser or proposed purchaser of shares in the Payees (as applicable), shares in a Related Entity of the Payees or the Royalty, provided that the purchaser or proposed purchaser to whom the Confidential Information is disclosed is under a duty or contractual obligation to keep the Confidential Information confidential and is made aware that the Confidential Information must be kept confidential;

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(e) in the case of the Payer, to any purchaser or proposed purchaser of shares in the Payer, shares in a Related Entity of the Payer or the Permits, provided that the purchaser or proposed purchaser to whom the Confidential Information is disclosed is under a duty or contractual obligation to keep the Confidential Information confidential and is made aware that the Confidential Information must be kept confidential;
(f) if required in connection with legal proceedings, arbitration or determination by an expert under this deed or for the purpose of advising a Party in relation thereto;
(g) with the prior written approval of each other Party; or
(h) which is lawfully known to that Party before the date of this deed or which is or becomes available to that Party from another person who is in possession of it lawfully and can disclose it to the party on a non-confidential basis; or
(i) where the matter has come into the public domain otherwise than as a result of a breach by any Party of this deed.

8. Resolution of disputes

8.1 Dispute Resolution Process

(a) If any dispute or difference arises between the parties in connection with any aspect of this Royalty Deed, the transactions provided for by this Royalty Deed or the validity of this Royalty Deed, the nominated Representatives must negotiate in good faith with a view to resolving the Dispute.
(b) If any dispute or difference referred to in clause 8.1(a) has not been resolved within a reasonable time either party may refer the matter in issue to an Expert for determination and clause 8.2 applies.

8.2 Expert determination

Where a Dispute is permitted or required by this deed to be determined by an Expert, or the Parties agree that a Dispute should be determined by an Expert, the following provisions apply:

(a) the Expert determination must be conducted by a person or body agreed to by the Parties or failing agreement within 14 days by the person or body nominated by Australasian Institute of Mining and Metallurgy; and
(b) in making a determination:
(i) the Expert must act in that capacity and not as an arbitrator;
(ii) the Expert’s finding is final and binding upon the parties in the absence of manifest error;
(iii) the Expert must determine which party or parties should bear the costs of any such determination and in what proportion. In making this decision, the Expert must consider the degree to which he or she considers such party was unreasonable in failing to agree to the matter; and
(iv) the Expert may employ consultants to carry out his or her duties.

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8.3 Parties to continue to perform

Prior to resolution of the Dispute, the parties must continue to perform their respective obligations under this deed including all pre-existing obligations the subject of the Dispute, except only to the extent that lack of resolution of the Dispute prevents such performance.

9. Notices

9.1 How notice to be given

Each communication (including each notice, consent, approval, request and demand) under or in connection with this deed:

(a) may be given by personal service, post, facsimile or email;
(b) must be in writing and in English (or accompanied by a certified translation into English);
(c) must be addressed as follows (or as otherwise notified by that Party to each other Party from time to time):

(i) if to the Payer: Attention: Andrew Stewart, Director Address: [Address] [Address] [Address] Telephone: [Telephone Number] Email: [Email Address] with a copy to: Attention: Neville McClure Address: Stikeman Elliott LLP Suite 1700, Park Place 666 Burrard Street Vancouver, BC V6C 2X8 Canada Telephone: 1-604-631-1324 Email: [email protected] (ii) if to Payees: Payees' Representative Attention: Sean Westbrook (Halona Holdings Pty Ltd) Address: PO Box 171, Beaconsfield Tasmania 7270

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Email:

[email protected]

(d) (in the case of personal service, post or facsimile) must be signed by the Party making it or (on that party's behalf) by the solicitor for, or any attorney, director, secretary or authorised agent of, that Party;
(e) (in the case of email) must be in pdf or other format that is a scanned image of the original of the communication, including a handwritten signature, and be attached to an email that states that the attachment is a communication under this deed; and
(f) must be delivered by hand or posted by prepaid post to the address, sent by fax to the number, or sent by email to the email address, of the addressee, in accordance with clause 9.1(c).

9.2 Deemed receipt

Each communication (including each notice, consent, approval, request and demand) under or in connection with this deed takes effect from the time it is received. A letter or email is taken to be received by the addressee:

(a) in the case of a posted letter, on the third (seventh, if posted to or from a place outside Australia) Business Day after posting; and
(b) in the case of email, on the earlier of:
(i) receipt by the sender of an electronic acknowledgement from the recipient's information system showing confirmation of delivery to the recipient's email address; and
(ii) four hours after the time sent (as recorded on the sender's information system) unless the party sending the email receives an automated message that the email has not been delivered.

10. General

10.1 Entire deed

To the extent permitted by law, this deed constitutes the entire deed between the Parties and supersedes all previous deeds and understandings between the parties in relation to the subject matter of this deed

10.2 Amendments

This deed may only be varied by a document signed by or on behalf of each Party.

10.3 Costs

Except as otherwise provided in this deed:

(a) the Payer must pay the costs and expenses in connection with negotiating, preparing, executing and performing this deed; and
(b) each Party must pay its own costs and expenses in connection with any subsequent consent, deed, approval, waiver or amendment relating to this deed.

10.4 Counterparts

(a) This deed may be executed in any number of counterparts and by the Parties on separate counterparts. Each counterpart executed and delivered by a Party

L\337728848.1

Royalty Deed

constitutes the deed of that Party, but subject to the condition precedent that no party is bound by any such counterpart until all Parties have executed and delivered a counterpart.

(b) Where this deed is executed and delivered in counterparts, the Execution Date is taken to be the date on which the last of the Parties to do so executes and delivers a counterpart and upon that event all such counterparts taken together are deemed to constitute one instrument.

10.5 Further acts and documents

Each Party must promptly do, and procure that its employees and agents promptly do, all further acts and execute and deliver all further documents (in form and content reasonably satisfactory to that Party) required by law or reasonably requested by another party to give effect to this deed.

10.6 No merger

A party's rights and obligations do not merge on completion of any transaction under this deed.

10.7 Severance

If any provision or part of a provision of this deed is held or found to be void, invalid or otherwise unenforceable (whether in respect of a particular party or generally), it will be deemed to be severed to the extent that it is void or to the extent of violability, invalidity or unenforceability, but the remainder of that provision will remain in full force and effect.

10.8 Waivers

Without limiting any other provision of this deed, the Parties agree that:

(a) failure to exercise or enforce, or a delay in exercising or enforcing, or the partial exercise or enforcement of, a right, power or remedy provided by law or under this deed by a party does not preclude, or operate as a waiver of, the exercise or enforcement, or further exercise or enforcement, of that or any other right, power or remedy provided by law or under this deed;
(b) a waiver given by a party under this deed is only effective and binding on that party if it is given or confirmed in writing by that Party; and
(c) no waiver of a breach of a term of this deed operates as a waiver of another breach of that term or of a breach of any other term of this deed.

10.9 Governing law and jurisdiction

This deed is governed by the law applying in the state of Tasmania. Subject to clause 8, each party irrevocably submits to the non-exclusive jurisdiction of the courts having jurisdiction in that state and the courts competent to determine appeals from those courts, with respect to any proceedings that may be brought at any time relating to this deed and waives any objection it may have now or in the future to the venue of any proceedings, and any claim it may have now or in the future that any proceedings have been brought in an inconvenient forum, if that venue falls within this clause.

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Royalty Deed

Schedule 1 - Payees

Name of Payee	Address	% interest in the Royalty
Metal Ventures Pty Limited (ACN 108 402 508)	[Address]	22.5%
Kenneth John Maiden	[Address]	22.5%
Halona Holdings Pty Ltd (ACN 625 598 129)	[Address]	45%
Pepita Dorothy Maiden	[Address]	10%

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Royalty Deed

Schedule 2 - Permits

Title Identifier	Grant Date	Holder Name and Interest
EL2/2018	6 August 2018	Georgina Resources Pty Ltd (100%)
EL16/2018	17 December 2019	Georgina Resources Pty Ltd (100%)

L\337728848.1

Royalty Deed

Executed ��

Executed �� Georgina Resources Pty Ltd ACN 156 424 323 ��

"Samuel Garrett''

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"Samuel Garrett''

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"Sean Joseph Westbrook"

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"Sean Joseph Westbrook"

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Executed �� Metal Ventures Pty Limited (ACN 108 402 508 ��

"Samuel Garrett''

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"Samuel Garrett''

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Signed, sealed and delivered �� Kenneth John Maiden ��

"Rachel Maiden"

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"Kenneth John Maiden"

"Rachel Maiden"

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Executed �� Halona Holdings Pty Ltd ACN 625 598 129 ��

"Sean Joseph Westbrook"

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"Sean Joseph Westbrook"

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Signed, sealed and delivered �� Pepita Dorothy Maiden ��

"Mikael Adam Mulia Handoko" ��

"Pepita Dorothy Maiden" ��

"Mikael Adam Mulia Handoko"

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AI assistant

CopperCorp Resources Inc. — M&A Activity 2021

47998_rns_2021-09-17_8566ab12-b63d-47a9-bf36-ed2ee63ce473.pdf

SHARE PURCHASE AGREEMENT

THE PERSONS IDENTIFIED AS "VENDORS" ON THE SIGNATURE PAGE ATTACHED HERETO

1258168 B.C. LTD.

GEORGINA RESOURCES PTY LTD

TABLE OF CONTENTS

ARTICLE 1 INTERPRETATION

ARTICLE 2 PURCHASED SHARES AND PURCHASE CONSIDERATION

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

ARTICLE 5

LIMITATIONS OF LIABILITY

ADDENDA

SHARE PURCHASE AGREEMENT

BETWEEN:

AND:

AND:

(the " Corporation" )

WHEREAS :

ARTICLE 1 INTERPRETATION

Section 1.1 Defined Terms.

" Confidential Information " means:

" Due Diligence Materials " means:

Section 1.2 Gender and Number.

Section 1.3 Headings, etc.

Section 1.4 Currency.

Section 1.5 Certain Phrases, etc.

Section 1.6 Knowledge.

Section 1.7 Accounting Terms.

Section 1.8 Recitals and Schedules.

Section 1.9 References to Persons and Agreements.

Section 1.10 Statutes.

Section 1.11 Non-Business Days.

Section 1.12 Appointment of Vendors' Representative.

ARTICLE 2

PURCHASED SHARES AND PURCHASE CONSIDERATION

Section 2.1 Purchase and Sale.

Section 2.2 Purchase Consideration.

Section 2.3 Post-Closing Share Ownership and NSR.

ARTICLE 3

REPRESENTATIONS AND WARRANTIES OF THE VENDORS

Section 3.1 Representations and Warranties of the Vendors

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

Section 4.1 Representations and Warranties of the Purchaser.

ARTICLE 5

LIMITATIONS OF LIABILITY

Section 5.1 Disclosure and knowledge.

Section 5.2 Time limits for Claims.

Section 5.3 Minimum amount for Warranty Claims.

Section 5.4 Threshold for Warranty Claims.

Section 5.5 Other limitations.

Section 5.6 Maximum recovery.

Section 5.7 Rights against third parties.

Section 5.8 Reimbursement of benefits subsequently received.

Section 5.9 Mitigation.

Section 5.10 No action against officers and employees.

Section 5.11 Circumstances where limitations not to apply.

ARTICLE 6

PRE-CLOSING COVENANTS OF THE PARTIES

Section 6.1 Performance of Obligations.

Section 6.2 Filings and Authorizations.

ARTICLE 7 CONDITIONS OF CLOSING

Section 7.1 Conditions for the Benefit of the Purchaser.

Section 7.2 Conditions for the Benefit of the Vendors.

ARTICLE 8 CLOSING

Section 8.1 Date, Time and Place of Closing.

Section 8.2 Closing Procedures.

ARTICLE 9

TERMINATION

Section 9.1 Termination Rights.

Section 9.2 Effect of Termination.

ARTICLE 10

DISPUTE RESOLUTION AND APPLICABLE LAW

Section 10.1 Settling Disputes

Section 10.2 Exceptions

CopperCorp Resources Inc. M&A Activity 2021