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CROSS RIVER VENTURES CORP.

and -

SCOTIA LITHIUM CORP.

and -

THE SHAREHOLDERS OF SCOTIA LITHIUM CORP. THAT HAVE EXECUTED AND DELIVERED A SCOTIA LITHIUM SHAREHOLDER CONSENT AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS SCHEDULE "A"

BUSINESS COMBINATION AGREEMENT

January 30, 2026

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	Page
ARTICLE 1 DEFINITIONS 1
ARTICLE 2 THE TRANSACTION 6
ARTICLE 3 REPRESENTATIONS AND WARRANTIES 8
ARTICLE 4 COVENANTS 9
ARTICLE 5 CONDITIONS 13
ARTICLE 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES 19
ARTICLE 7 AMENDMENT AND TERMINATION 19
ARTICLE 8 CLOSING ARRANGEMENTS 19
ARTICLE 9 APPOINTMENT OF SCOTIA LITHIUM 20
ARTICLE 10 GENERAL 21
SCHEDULE "A" SCOTIA LITHIUM SHAREHOLDER CONSENT AGREEMENT A-1
SCHEDULE "B" REPRESENTATIONS AND WARRANTIES RELATED TO SCOTIA LITHIUM B-1
SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF CROSS RIVER C-1
SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF THE VENDORS D-1
SCHEDULE "E"THE PROPERTY E-1

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BUSINESS COMBINATION AGREEMENT

THIS AGREEMENT made as of the 30th day of January 2026.

BETWEEN:

CROSS RIVER VENTURES CORP., a company existing under the laws of the Province of British Columbia

(hereinafter referred to as "Cross River")

and -

SCOTIA LITHIUM CORP., a company existing under the laws of the Province of Nova Scotia

(hereinafter referred to as "Scotia Lithium")

and -

THE SHAREHOLDERS OF SCOTIA LITHIUM CORP. THAT HAVE EXECUTED AND DELIVERED A SCOTIA LITHIUM SHAREHOLDER CONSENT AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS SCHEDULE "A"

WHEREAS Cross River is a reporting issuer pursuant to Securities Laws (as defined herein) whose common shares are listed on the Canadian Securities Exchange (the "Exchange");

AND WHEREAS the shareholders that have executed and delivered a Scotia Lithium Shareholder Consent Agreement (as defined herein) substantially in the form attached hereto as Schedule "A" are the registered holders of all of the issued and outstanding common shares (the "Vendors") in the authorized structure of Scotia Lithium (each a "Scotia Lithium Share") in the amounts set forth in the signature blocks of their respective Scotia Lithium Shareholder Consent Agreements;

AND WHEREAS subject to the terms and subject to the conditions hereinafter set forth, Cross River proposes to acquire all of the outstanding and issued Scotia Lithium Shares and each Vendor proposes to transfer their respective Scotia Lithium Shares held by such Vendor to Cross River in exchange for common shares in the authorized structure of Cross River following the completion of the Transaction (as defined herein) (each, a "Resulting Issuer Share"), for the purposes of effecting a "Fundamental Change" of Cross River within the meaning of Exchange Policy 1 – Interpretation;

NOW THEREFORE THIS AGREEMENT WITNESS that in consideration of the respective covenants herein contained (the receipt and sufficiency of which is hereby acknowledged), the parties hereto agrees as follows:

ARTICLE 1 DEFINITIONS

1.1 In addition to the words and phrases defined in the recitals or elsewhere in this Agreement, as used in this Agreement, in any exhibit hereto, in any amendment hereof, in any documents to be executed and delivered pursuant to this Agreement and in any documents executed and

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delivered in connection with the completion of the transactions contemplated herein, the following words and phrases shall have the following meanings, respectively:

"Affiliate" has the meaning ascribed thereto in the BCBCA;
"Agreement" means this business combination agreement as the same may be supplemented or amended from time to time;
"Applicable Law" means (i) any applicable domestic or foreign law including any statute, subordinate legislation or treaty, and (ii) any applicable guideline, directive, rule, standard, requirement, policy, order, judgment, injunction, award or decree of a Governmental Authority whether or not having the force of law;
"BCBCA" means the Business Corporations Act (British Columbia), as the same has been and may hereafter from time to time be amended, including the regulations promulgated thereunder;
"Business Day" means a day other than a Saturday, Sunday or day on which the chartered banks are closed in the City of Vancouver or the Halifax Regional Municipality;
"Closing" means the completion of the Transaction pursuant to and in accordance with this Agreement at the Closing Time;
"Closing Date" means the date of the Closing, which shall be five (5) Business Days following the satisfaction or waiver of all conditions to the obligations of the parties of Closing (other than conditions that are satisfied with respect to actions the respective parties will take at the Closing itself), or such other date as Scotia Lithium and Cross River may mutually agree, acting reasonably;
"Closing Time" means the time on the Closing Date as may be agreed to by Cross River and Scotia Lithium;
"Concurrent Offering" means, collectively, the Flow-Through Cross River Share Financing and the Non-FT Cross River Share Financing;
"Confidential Information" has the meaning set forth in Section 10.2 hereof;
"Consolidation" means the consolidation of the Cross River Shares on a 30:1 basis;
"Continental Lithium" means Continental Lithium Ltd., a wholly-owned subsidiary of Scotia Lithium;
"Cross River Financial Statements" means, collectively, (a) the audited financial statements of Cross River for the years ended January 31, 2025 and January 31, 2024, (b) the unaudited interim financial statements of Cross River for the three and nine month periods ended July 31, 2025, and (c) such additional financial statements of Cross River as may be required to be included in the Disclosure Document;
"Cross River Meeting" means the meeting of Cross River Shareholders to be held for the purposes set out in Section 2.1(e) and any and all adjournments of such meeting;
"Cross River Public Disclosure Record" means all documents and information filed by Cross River under applicable Securities Laws on the System for Electronic Document Analysis Retrieval + (SEDAR+), during the period commencing on February 1, 2023 and ending at the Closing Date, which are publicly available as of the date hereof or as of the Closing Date;

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"Cross River Shares" means the common shares without par value in the capital of Cross River;
"Cross River Warrants" means the 27,700,000 Cross River Share purchase warrants outstanding as of the date hereof, each of which entitles the holder thereof to acquire one Cross River Share at an exercise price of \$0.05 per Cross River Share until March 7, 2026.
"Disclosure Document" means an Exchange Form 2A Listing Statement of Cross River providing disclosure with respect to the Resulting Issuer in accordance with Exchange Policies;
"Environmental Law" means any Applicable Law relating to the environment including, but not limited to, those pertaining to (i) reporting, licensing, permitting, investigating, remediating and cleaning up in connection with any presence or Release, or the threat of the same, of Hazardous Substances, and (i) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances, including those pertaining to occupational health and safety;
"Exchange" means the Canadian Securities Exchange, operated by CNSX Markets Inc.;
"Exchange Policies" means the applicable rules, regulations, policies and forms of the Exchange;
"Flow-Through Cross River Shares" means the Cross River Shares to be issued as "flowthrough shares" within the meaning of the Tax Act pursuant to the Flow-Through Cross River Financing;
"Flow-Through Cross River Share Financing" means a non-brokered financing of post-Consolidation Cross River Shares, each to be issued as a "flow-through share" within the meaning of the Tax Act;
"Finder Shares" means 485,714 Resulting Issuer Shares to be issued to Darren Devine in connection with Closing of the Transaction, subject to the approval of the Exchange;
"Governmental Authority" means any government, parliament, legislature, regulatory authority (including any Securities Commission or stock exchange), governmental department, agency, commission, board, tribunal, crown corporation, court or other law, rule or regulation-making entity having jurisdiction or exercising executive, legislative, judicial, regulatory or administrative powers on behalf of any federation or nation, or any province, territory, state or other subdivision thereof or any municipality, district or other subdivision thereof;
"Hazardous Substance" means any substance or material that is prohibited, controlled or regulated by any Governmental Authority pursuant to Environmental Laws;
"IFRS" means International Financial Reporting Standards as adopted by the International Accounting Standards Board;
"International Jurisdiction" means a country or territory other than Canada or the United States;
"Material Adverse Effect" means, in respect of any entity, any one or more changes, events or occurrences which, either individually or in the aggregate, is, or would reasonably be expected to be, material and adverse to the business, operations, results of operations, assets, capital, property, obligations (whether absolute, accrued, conditional or otherwise), liabilities or financial condition of that entity and its Subsidiaries taken as a whole, or prevent, materially delay or hinder that entity from performing its respective obligations under this Agreement or materially

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impede the consummation of the transactions contemplated by this Agreement, other than any change, event or occurrence: (i) affecting the mining industry in general; (ii) in or relating to general political, economic, financial or capital market conditions (including any reduction in market indices); (iii) in or relating to IFRS or regulatory accounting requirements; or (iv) in or relating to any change in applicable Laws or any interpretation, application or non-application thereof by any Government Authority; provided, however, that such effect referred to in clause (i) to (v) above does not have a disproportionate effect on that entity and its Subsidiaries (taken as a whole) compared to other companies of similar size operating in the same industry;

"Name Change" means the change of the name of Cross River to "Scotia Metals Corp." or such other name as may be determined in the sole discretion of Scotia Lithium, subject to Applicable Laws and Exchange Policies;

"NI 43-101" means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;

"NI 51-102" means National Instrument 51-102 – Continuous Disclosure Obligations;

"Non-FT Cross River Share Financing" means a non-brokered financing of post-Consolidation Cross River Shares;

"Outside Date" means June 30, 2026, or such other date as the parties may mutually agree;

"Payment Shares" has the meaning set forth in Section 2.1(b) hereof;

"Person" means a natural person, firm, corporation, trust, partnership, joint venture, governmental body or agency or association;

"Property" means the mineral licenses described in Schedule "E", all mining leases and other mining rights and interests derived from any such licenses, and a reference herein to a mineral claim comprising the Property includes any mineral leases or other interests into which such mineral claim may have converted, and Property includes all Property Rights related thereto;

"Property Rights" means the licenses, permits, easements, rights-of-way, certificates and other approvals obtained by any person and necessary or desirable for the exploration and development of the Property, or for the purpose of commencing or continuing commercial production;

"Purchase Price" has the meaning set forth in Section 2.1(b) hereof;

"Release" means any release or discharge of any Hazardous Substance including any discharge, spray, injection, inoculation, abandonment, deposit, spillage, leakage, seepage, pouring, emission, emptying, throwing, dumping, placing, exhausting, escape, leach, migration, dispersal, dispensing or disposal;

"Representatives" means the directors, officers, employees, advisors and counsel of a Person;

"Resulting Directors" means the board of directors of Cross River to be appointed concurrently with the completion of the Transaction, as set out in Section 2.1(i), all of whom shall be nominees of Scotia Lithium;

"Resulting Issuer" means Cross River following the completion of the Transaction;

"Resulting Issuer Escrow Agreement" means the escrow agreement to be dated as of the Closing Date among the Resulting Issuer, Olympia Trust Company and certain security holders

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of the Resulting Issuer in compliance with the requirements of the Exchange, with the securities subject to such agreement to be released as determined by the Exchange;

"Resulting Issuer Flow-Through Shares" means common shares in the capital of the Resulting Issuer issued on the deemed exercise of the Flow-Through Cross River Shares, each of which shall, for the purposes of the Income Tax Act (Canada), be designated as a "flow through share";

"Resulting Issuer Shares" means post-Consolidation common shares of the Resulting Issuer;

"Resulting Issuer Share Compensation Plan" means the share compensation plan of the Resulting Issuer to be adopted by the Resulting Issuer, in such form as determined by Scotia Lithium subject to the approval of the Exchange;

"Securities Act" means the Securities Act (British Columbia) and the regulations thereunder, as from time to time amended;

"Securities Commissions" means, collectively, the British Columbia Securities Commission, the Alberta Securities Commission and the Ontario Securities Commission;

"Securities Laws" means, collectively, the securities laws of the Provinces of British Columbia, Alberta, and Ontario and the regulations and rules made and forms prescribed thereunder, together with all applicable multilateral or national instruments, published policy statements, blanket orders, rulings and notices of the Securities Commissions, and together with all Exchange Policies;

"Share Exchange" means the purchase by Cross River of the Scotia Lithium Shares in exchange for the Payment Shares, as more particularly described in Section 2.1 herein;

"Subsidiary" has the meaning ascribed thereto in the BCBCA;

"Scotia Lithium Financial Statements" means (a) the audited consolidated financial statements of Continental Lithium for the years ended June 30, 2025 and 2024 and the interim financial statements of Continental Lithium for the three months ended September 30, 2025, and (b) the audited consolidated financial statements of Scotia Lithium for the period ended January 31, 2026, and any other financial statements of Scotia Lithium, Continental Lithium or the Property required to be included in the Disclosure Document;

"Scotia Lithium Shareholder Consent Agreements" means the consent agreements that have been entered into between Cross River, Scotia Lithium and each Vendor concurrent with execution of this Agreement, which are substantially in the form attached hereto as Schedule "A";

"Scotia Lithium Shares" has the meaning set forth in the recitals to this Agreement;

"Scotia Lithium Warrants" means the 6,500,000 Scotia Lithium Share purchase warrants of Scotia Lithium outstanding as of the date hereof, each of which entitles the holder thereof to acquire one Scotia Lithium Share at an exercise price of \$0.25 per Scotia Lithium Share on or before May 28, 2027;

"Taxes" means all taxes, duties, assessments, imposts and levies however denominated, including any interest, penalties, fines, successor liabilities or other additions that may become payable in respect thereof, imposed by any Governmental Authority in Canada, including those levied on, measured by, or referred to as, income, capital, gross receipts, profits (including, but not limited to, federal income taxes and provincial income taxes), payroll and employee

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withholding, unemployment insurance, social insurance taxes, sales and use taxes, ad valorem taxes, excise taxes, franchise taxes, business licence taxes, occupation taxes, real and personal property taxes, stamp taxes, environmental taxes, transfer taxes, workers compensation and other governmental charges, and other obligations of the same or of a similar nature to any of the foregoing, which a party is required to pay, withhold, remit or collect;

"Tax Act" means the Income Tax Act (Canada), as the same may be amended from time to time, and includes any regulations thereto;

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

"Technical Report" means a NI 43-101 compliant technical report for the Property;

"to the knowledge" or similar expressions when referring to Cross River or Scotia Lithium means the actual knowledge of the directors and executive officers of Cross River or Scotia Lithium (as applicable), as the case may be after reasonable inquiry, and, when referring to an individual, the actual knowledge of such individual, and in either case, the actual knowledge that any such person should have acquired upon reasonable inquiry;

"Transaction" means the business combination between Cross River and Scotia Lithium, whereby Cross River will acquire Scotia Lithium by way of the Share Exchange, and which will include the Consolidation, the Concurrent Offering, the Name Change, the Share Exchange and the Resulting Director Appointments and which will constitute a "Fundamental Change" of Cross River pursuant to Exchange Policies;

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

"Vendors" has the meaning set forth in the recitals to this Agreement.

ARTICLE 2 THE TRANSACTION

2.1 Transaction Items

(a) Share Exchange. Subject to the terms and conditions hereof and the Scotia Lithium Shareholder Consent Agreements, Cross River hereby offers and agrees to purchase at the Closing as described in this Section 2.1, all Scotia Lithium Shares owned by each of the Vendors, and each of the Vendors accept such offer and agree to sell, assign and transfer to Cross River all such Scotia Lithium Shares. Cross River and the Vendors shall sign such documents as are necessary in order to give each party the entirety of the rights, obligations and benefits of the Share Exchange under this Agreement and in accordance with the terms of this Agreement.
(b) Payment of Purchase Price. Subject to the terms and conditions hereof, the purchase price (the "Purchase Price") payable by Cross River to the Vendors for their respective Scotia Lithium Shares shall be deemed to be \$0.30 per Scotia Lithium Share so acquired and the Purchase Price will be satisfied in full by the issuance to the Vendors at the Closing Time, of one (1) Resulting Issuer Share (the "Payment Shares") for each one (1) Scotia Lithium Share held.

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(c) Concurrent Offering. Cross River and Scotia Lithium will use commercially reasonable efforts to cause Cross River to complete the Concurrent Offering as soon as reasonably practicable following the date hereof, and in any case, prior to the Closing Date.
(d) Scotia Lithium Warrants. Upon Closing, each Scotia Lithium Warrant will become exercisable into one (1) Resulting Issuer Share in accordance with its adjustment provisions.
(e) Cross River Shareholder Approvals. Cross River shall call and convene the Cross River Meeting and/or seek approval of the Cross River Shareholders by written consent, for all matters requiring approval of the Cross River Shareholders in connection with the Transaction, including, as applicable, this Agreement, the Consolidation, the Resulting Director Appointments and the Resulting Issuer Share Compensation Plan and Cross River shall use all commercially reasonable efforts to obtain the approval of the Cross River Shareholders for the foregoing matters.
(f) Consolidation. On or before the Closing Date, subject to the approval of the Cross River Shareholders, Cross River shall effect the Consolidation.
(g) Name Change. On or before the Closing Date, Cross River shall effect the Name Change.
(h) Escrow and Resale Requirements. Each of the Vendors acknowledges that the Exchange may require certain of the Payment Shares issuable pursuant to this Agreement (i) to be held in escrow pursuant to Exchange Policies and, as contemplated in Subsection 5.3(h) hereof, each Vendor whose Payment Shares are subject to such escrow will execute and deliver the Resulting Issuer Escrow Agreement in the form required by the Exchange.
(i) Resulting Director Appointments. At Closing, the parties hereby acknowledge and agree that they will take all necessary steps to appoint the Resulting Directors and officers of the Resulting Issuer, which will consist of such individuals as determined by Scotia Lithium and approved by the Exchange, and are expected to include the following individuals:

Officers:

Chief Executive Officer: Rodrigo Roso

Chief Financial Officer and Corporate Secretary: Alan Sye

Vice President, Exploration: James Abson

Directors:

Brian Talbot (Chair)

Rodrigo Roso

Nick Rowley

Darryl Cardey

Shawn Khunkhun

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(j) Cessation of Shareholder Rights. Each of the Vendors acknowledges and confirms that, upon the completion of the purchase and sale of the Scotia Lithium Shares pursuant to the terms of this Agreement, (i) each Vendor shall have assigned all of its rights as a security holder of Scotia Lithium; and (ii) all rights with respect to the Vendor's Scotia Lithium Shares, including, without limitation, any rights to dividends, distributions, receipt of notices and voting shall immediately cease and terminate on the Closing Date, except only the right of the Vendors to receive the Payment Shares in exchange therefor as contemplated in this Agreement.

2.2 General

(a) Tax Election. Cross River agrees to jointly elect with each Vendor that so requests (an "Electing Vendor"), at such Electing Vendor's sole cost and expense, for the provisions of subsection 85(1) or (2) of the Tax Act and any equivalent provision under provincial legislation (each a "Tax Election Provision") to apply to the Scotia Lithium Shares acquired by Cross River from such Electing Vendor. In order to make any such election, an Electing Vendor will prepare any prescribed election form (each a "Tax Election Form") and deliver such Tax Election Form(s) to Cross River. Upon receipt, Cross River will sign the Tax Election Form(s) and deliver a copy of the Tax Election Form(s) to the Electing Vendor by mail using the address that the Electing Vendor provided to Cross River in the Tax Election Form within five (5) Business Days of receipt thereof. It will be the sole responsibility of each Electing Vendor making the request to file the Tax Election Form with the Canada Revenue Agency or relevant provincial Governmental Entity. Cross River will not be liable for any damages arising to an Electing Vendor for a late filing of a Tax Election Form or any errors or omissions on a Tax Election Form.

Notwithstanding anything contained in this Agreement, Cross River does not assume and will not be liable for any taxes under the Tax Act or under provincial legislation or any other amount whatsoever which may be or become payable by a Vendor including, without limiting the generality of the foregoing, any Tax resulting from or arising as a consequence of the sale by the Vendor to Cross River of the Scotia Lithium Shares herein contemplated, or the availability (or lack thereof) of any Tax Election Provision, or the content or impact of any election made under any Tax Election Provision

(b) Fractional Shares. No fraction of a Resulting Issuer Share will be issued by virtue of the Transaction, and no certificates or other electronic evidence for any fractional shares shall be issued. Any holder who would otherwise be entitled to receive a fractional Resulting Issuer Share shall, in lieu thereof, receive, or be entitled to receive, one whole Resulting Issuer Share, as applicable.

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties related to Scotia Lithium and Continental Lithium. Scotia Lithium represents and warrants to and in favour of Cross River as set out in Schedule "B" hereto and acknowledges that Cross River is relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.
3.2 Representations and Warranties of Cross River. Cross River represents and warrants to and in favour of each of the other parties hereto as set out in Schedule "C" and acknowledges that such parties are relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.

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3.3 Representations and Warranties of the Vendors. Each Vendor, severally with respect to itself only and not in respect of any other Vendor and not jointly or jointly and severally with any other Vendor, represents and warrants to and in favour of Cross River as set out in Schedule "D" and acknowledges that Cross River is relying upon the same in connection with the entering into of this Agreement and the completion of the Transaction.

ARTICLE 4 COVENANTS

4.1 Positive Covenants of Scotia Lithium. Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 7.2, Scotia Lithium shall:
(a) use its commercially reasonably efforts to satisfy (or cause the satisfaction of) the conditions precedent to the obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement;
(b) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(c) furnish promptly to Cross River a copy of each notice, report, schedule or other document or communication delivered, filed or received by Scotia Lithium in connection with the Transaction, any filings under Applicable Laws and any dealings with regulatory or Governmental Authorities in connection with or in any way affecting the transactions contemplated herein;
(d) conduct and operate its business and affairs only in the ordinary course consistent with past management practice and use best efforts to preserve its business organization, goodwill and material business relationships with other persons;
(e) take all necessary corporate action and proceedings to approve and authorize the Transaction;
(f) to use commercially reasonable efforts to assist Cross River to complete the Concurrent Offering;
(g) promptly notify Cross River if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations; and
(h) subject to the terms hereof, deliver and cause to be delivered all closing deliveries as may be required to be delivered by it pursuant to this Agreement.
4.2 Positive Covenants of Vendors. Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 7.2, each of the Vendors shall:
(a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things

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necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement;
(b) execute and deliver, as applicable, the Resulting Issuer Escrow Agreement, and any pooling or similar arrangements in respect of the Payment Shares to be received by such Vendor as the Exchange may require;
(c) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(d) promptly notify each of the other parties if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations;
(e) on or after Closing surrender the certificate held by such shareholder to Cross River against the Payment Shares it is entitled to receive in accordance with this Agreement;
(f) consent to, and assist Scotia Lithium and Cross River with, the filing by Cross River from time to time of any information required by any Securities Commissions or the Exchange with respect to its receipt of Payment Shares pursuant to this Agreement; and
(g) subject to the terms hereof, deliver and cause to be delivered all closing deliveries required to be delivered by it pursuant to this Agreement.
4.3 Restrictive Covenants of Scotia Lithium and Continental Lithium. Scotia Lithium hereby covenants and agrees that it will not, and will ensure that Continental Lithium will not, from the date hereof to and including the Closing Date, except in connection with the Transaction contemplated by this Agreement or with the prior written consent of Cross River (such consent not to be unreasonably withheld):
(a) declare, pay or set aside any dividends or provide for any distribution of its properties or assets, or make any payment by way of return of capital, to its shareholders;
(b) split, combine or reclassify any outstanding shares;
(c) redeem, purchase or offer to purchase any of its shares or other securities;
(d) reorganize, amalgamate or merge with any other Person in any manner whatsoever, other than as may be necessary in order to give effect to the Transaction (and excluding any requisite internal reorganizations);
(e) acquire or agree to acquire (by merger, amalgamation, acquisition of securities or assets or otherwise) any Person or any assets or properties other than in the ordinary course of its business;
(f) issue or commit to issue any shares, rights, warrants or options to purchase such shares, or any securities convertible into such shares, warrants or options, except the Scotia Lithium Shares issuable pursuant to the terms of the Scotia Lithium Warrants outstanding on the date hereof;
(g) alter or amend in any way its constating documents or by-laws as the same exist at the date of this Agreement;

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(h) sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber any of its assets; or
(i) perform any act or enter into any transaction or negotiation which might materially adversely interfere or be materially inconsistent with the consummation of the transactions contemplated under this Agreement.
4.4 Positive Covenants of Cross River. Until the earlier of the completion of the Transaction on the Closing Date or the day upon which this Agreement is terminated in accordance with Section 7.2, Cross River shall:
(a) use its commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder which are reasonably under its control and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under Applicable Laws and regulations to complete the Transaction in accordance with the terms of this Agreement. Without limiting the generality of the foregoing, in the event that any person seeks to prevent, delay or hinder implementation of all or any portion of the Transaction or seeks to invalidate all or any portion of this Agreement, Cross River shall use its commercially reasonably best efforts to resist such proceedings and to lift or rescind any injunction or restraining order or other order or action seeking to stop or otherwise adversely affecting the ability of the parties to complete the Transaction;
(b) with the assistance of Scotia Lithium, make application to the Exchange and take such actions as are required to receive, in a timely manner, Exchange approval of the Transaction, including without limitation, the Consolidation, the issuance and listing on the facilities of the Exchange of the Payment Shares, the issuance of the Flow-Through Cross River Shares and the Cross River Shares pursuant to the Concurrent Offering, the issuance of the Finder Shares and the Name Change;
(c) jointly prepare with Scotia Lithium any press release in connection with the Transaction contemplated by this agreement, provided, however, that nothing contained herein shall prohibit Cross River, following notification to Scotia Lithium, from making any disclosure which is required by law or regulation. If any such press release or public announcement is so required, Cross River shall consult with Scotia Lithium prior to making such disclosure, and the parties shall use all reasonable efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory to both parties;
(d) subject to Applicable Laws, not take any action, refrain from taking any action, or permit any action to be taken or not taken inconsistent with this Agreement or which would reasonably be expected to significantly impede the consummation of the Transaction;
(e) conduct and operate its business and affairs only in the ordinary course consistent with past management practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons;
(f) promptly notify each of the other parties if any of the representations and warranties made by it in this Agreement ceases to be true, accurate and complete in any material respect and of any failure to comply in any material respect with any of its obligations;
(g) furnish promptly to Scotia Lithium a copy of each notice, report, schedule or other document delivered, filed or received by it in connection with: (i) the Transaction; (ii) any

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filings under Applicable Laws; and (iii) any dealings with regulatory agencies in connection with the transactions contemplated herein;
(h) timely file with applicable regulatory authorities all reports and other documents required to be filed under Securities Laws. All such reports and documents (i) shall not, as of the date of such filing, contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and (ii) shall comply as to form, in all material respects, with the applicable rules and regulations of the applicable regulatory authorities;
(i) with the assistance of Scotia Lithium, prepare a Disclosure Document, and all information relating to Cross River contained in the Disclosure Document shall be complete and accurate in all material respects as at the date of the Disclosure Document, shall not contain any misrepresentation or untrue statement of a material fact or omit to state a material fact with respect to Cross River that is required to be stated in the Disclosure Document and necessary to make any statement that it contains not misleading in light of the circumstances in which it is made;
(j) with the assistance of Scotia Lithium, use its commercially reasonable efforts to complete the Concurrent Offering;
(k) make other necessary filings and applications under applicable federal and provincial laws and regulations required on its part in connection with the transactions contemplated herein, and take all reasonable action necessary to be in compliance with such laws and regulations; and
(l) subject to the terms hereof, deliver and cause to be delivered all closing deliveries required to be delivered by it pursuant to this Agreement.
4.5 Restrictive Covenants of Cross River. Cross River covenants and agrees that it will not, from the date hereof to and including the Closing Date, except as contemplated by this Agreement or with the prior written consent of Scotia Lithium (such consent not to be unreasonably withheld):
(a) declare, pay or set aside any dividends or provide for any distribution of its properties or assets, or make any payment by way of return of capital, to its shareholders;
(b) split, combine or reclassify any outstanding shares;
(c) enter into any agreement, except in connection with the Concurrent Offering;
(d) redeem, purchase or offer to purchase any of its common shares or other securities;
(e) reorganize, amalgamate or merge with any other Person in any manner whatsoever;
(f) other than in connection with the Transaction, acquire or agree to acquire (by merger, amalgamation, acquisition of securities or assets or otherwise) any Person or any assets or properties other than in the ordinary course of its business;
(g) incur or commit to incur any indebtedness for borrowed money or issue any debt securities;
(h) other than in connection with the Concurrent Offering, issue or commit to issue any shares, rights, warrants or options to purchase such shares, or any securities convertible

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into such shares, warrants or options, except the issuance of Cross River Shares issuable pursuant to the terms of the Cross River Warrants outstanding on the date hereof;
(i) alter or amend in any way its constating documents or by-laws as the same exist at the date of this Agreement, other than in connection with the Transaction;
(j) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of Cross River or any of its Subsidiaries;
(k) take any action which would be outside the ordinary course of business or which may result in a material adverse change in its affairs;
(l) purchase, or otherwise acquire, any business or asset;
(m) engage in any business enterprise or other activity;
(n) enter into any transaction with or make payments to a party with which it does not deal at arm's length;
(o) grant any director, officer or employee any increase in compensation or in severance or termination pay (whether or not such compensation or pay is payable in cash), or enter into any employment or consulting agreement with any such director, officer or employee, or hire or promote any such person; or
(p) perform any act or enter into any transaction or negotiation which might materially adversely interfere or be materially inconsistent with the consummation of the transactions contemplated under this Agreement.

ARTICLE 5 CONDITIONS

5.1 Mutual Conditions. The respective obligations of the parties hereto to consummate the transactions contemplated herein are subject to the satisfaction, on or before the Closing Date, of the following conditions any of which may be waived by the mutual consent of Cross River and Scotia Lithium, without prejudice to their rights to rely on any other or others of such conditions:
(a) all necessary regulatory approvals shall have been obtained for the consummation of the Transaction, including the Exchange's conditional approval of the Transaction and the listing of the Resulting Issuer Shares, subject to only customary conditions;
(b) there shall not exist any prohibition at law against, and there shall not be in force any order or decree restraining or enjoining, the completion of the Transaction;
(c) there shall not be threatened in writing, instituted or pending any bona fide action or proceeding before any court or governmental authority or agency (i) challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions, (ii) seeking to prohibit direct or indirect ownership or operation by Cross River of all or a material portion of the business or assets of Scotia Lithium, or to compel Cross River or Scotia Lithium to dispose of or to hold separately all or a material portion of the business or assets of Scotia Lithium, as a result of the transactions contemplated hereby; (iii) seeking to invalidate or render unenforceable any material provision of this Agreement or any of the other agreements

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attached as exhibits hereto or contemplated hereby, or (iv) otherwise relating to and materially adversely affecting the Transaction contemplated hereby;
(d) there shall not be any action taken, or any statute, rule, regulation, judgment, order or injunction proposed, enacted, entered, enforced, promulgated, issued or deemed applicable to the transactions contemplated hereby, by any federal, state or other court, government or governmental authority or agency, that would reasonably be expected to result, directly or indirectly, in any of the consequences referred to in Section 5.1(c);
(e) the distribution of Payment Shares pursuant to the Share Exchange shall be exempt from prospectus requirements, and from applicable takeover bid rules under applicable Securities Laws either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Securities Laws and shall not be subject to a four month period under applicable Securities Laws;
(f) the issuance of all Payment Shares contemplated hereunder to be issued pursuant to this Agreement to a Vendor that is subject to the laws of an International Jurisdiction shall be exempt from any prospectus or registration requirements thereunder;
(g) shareholders of Cross River shall have approved all matters requiring approval of the Cross River Shareholders in connection with the Transaction, including, as applicable, this Agreement, the Consolidation, the Resulting Director Appointments and the Resulting Issuer Share Compensation Plan;
(h) the Concurrent Offering shall have been completed for minimum gross proceeds of \$5,000,000; and
(i) each party shall have provided to the other such audited and pro-forma financial statements required by the Disclosure Documents;

provided that, if any of the above conditions in this Section 5.1 shall not have been satisfied or waived by the parties on or before Closing or, if earlier, the date required for the performance thereof, then a party may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by the party terminating the Agreement. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by a party of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, such defaulting party shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

5.2 Conditions of Scotia Lithium and the Vendors. The obligations of Scotia Lithium and the Vendors to complete the Transaction are subject to the fulfilment of the following conditions on or before the Closing Date:
(a) except as affected by the Transaction contemplated herein, the representations and warranties of Cross River contained herein shall be true in all material respects (save and except for any representation or warranty already qualified by materiality, which shall be true and correct in all respects) as of the Closing Date with the same effect as though such representations and warranties had been made at and as of such time, and Cross River shall have delivered a certificate confirming the same, dated the Closing Date and addressed to Scotia Lithium and executed by a senior officer of Cross River (to the best of their knowledge having made reasonable inquiry and without personal liability);

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(b) Cross River shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Time, and Cross River shall have delivered a certificate confirming the same, dated the Closing Date and addressed to Scotia Lithium and executed by a senior officer of Cross River (to the best of their knowledge having made reasonable inquiry and without personal liability);
(c) all other necessary corporate action shall have been taken by Cross River to permit the Consolidation, the consummation of the Concurrent Offering, Name Change, Share Exchange and the Resulting Director appointments, and Scotia Lithium shall have received from Cross River copies of the records of all corporate action taken to authorize the execution, delivery, and performance of this Agreement and the Transaction, certified by a duly authorized officer thereof to be true and complete as of the Closing Time;
(d) all consents and approvals which are required or necessary to be obtained by Cross River for the completion of the transactions contemplated under this Agreement shall have been obtained, received or waived;
(e) the Consolidation, the Name Change and any other corporate changes, reasonably requested by Scotia Lithium, shall each have been completed;
(f) no Material Adverse Effect affecting the business, affairs, assets financial condition or operations of Cross River shall have occurred between the date hereof and the Closing Date;
(g) since the date of this Agreement, no action, suit or proceeding shall have been taken before or by any Person against Cross River (whether or not purportedly on behalf of Cross River) that would, if successful, have a material adverse effect on Cross River, in the sole discretion of Scotia Lithium, acting reasonably;
(h) each of the officers and directors of Cross River immediately prior to the Closing Time, shall deliver duly executed resignations from their positions with Cross River and mutual releases effective with the completion of the Transaction;
(i) the Resulting Directors shall have been appointed as the board of directors of Cross River effective as of the Closing Date;
(j) the management of Cross River shall have been reconstituted such that all members of the management team shall be nominees of Scotia Lithium;
(k) Cross River shall have delivered all applicable closing deliveries pursuant to Section 8.3; and
(l) Cross River shall have delivered to each Vendor or, to the extent required by the Exchange, to an escrow agent selected by Scotia Lithium (the "Escrow Agent"), certificates or DRS duly registered in the name of such Vendor as set forth in the signature block of the applicable Scotia Lithium Shareholder Consent Agreement evidencing the number of Payment Shares to which such Vendor is entitled pursuant to this Agreement and the Scotia Lithium Shareholder Consent Agreement.

If any of the above conditions in this Section 5.2 shall not have been complied with or waived by Scotia Lithium (on its own behalf and on behalf of the Vendors) on or before Closing, or, if earlier, the date required for the performance thereof, then Scotia Lithium may terminate this Agreement

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in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Scotia Lithium. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by Scotia Lithium or a Vendor of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Scotia Lithium shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

5.3 Conditions of Cross River. The obligations of Cross River to complete the Transaction are subject to the fulfillment of the following conditions on or before the Closing Date (or the date indicated below, as applicable):
(a) except as affected by the transactions contemplated herein, the representations and warranties of Scotia Lithium and the Vendors contained herein shall be true in all material respects (save and except for any representation or warranty already qualified by materiality, which shall be true and correct in all respects) as of the Closing Date confirming the same, dated the Closing Date and addressed to Cross River and executed by a senior officer of Scotia Lithium (to the best of their knowledge having made reasonable inquiry and without personal liability);
(b) Scotia Lithium shall have fulfilled or complied in all material respects with each of its covenants contained in this Agreement to be fulfilled or complied with by it on or prior to the Closing Time, and Scotia Lithium shall have delivered a certificate confirming the same, dated the Closing Date and addressed to Cross River and executed by a senior officer of Scotia Lithium (to the best of their knowledge having made reasonable inquiry and without personal liability);
(c) each of the acts and undertakings to be performed by the Vendors or Scotia Lithium on or before the Closing Date pursuant to the terms of this Agreement shall have been duly performed by the Vendors or Scotia Lithium, as applicable;
(d) Scotia Lithium shall have adopted all necessary resolutions, and all other necessary corporate action shall have been taken by Scotia Lithium to permit the completion of the Transaction;
(e) no Material Adverse Effect affecting the business, affairs, assets financial condition or operations of Scotia Lithium shall have occurred between the date hereof and the Closing Date;
(f) the Vendors shall have tendered all, but not less than all, of the Scotia Lithium Shares, accompanied by duly executed share transfer forms and associated Scotia Lithium Share certificates, such that Cross River shall, immediately after the Closing, be the sole shareholder of the entire issued share capital of Scotia Lithium;
(g) since the date of this Agreement, no action, suit or proceeding shall have been taken before or by any Person against Scotia Lithium or Continental Lithium (whether or not purportedly on behalf of Scotia Lithium or Continental Lithium) that would, if successful, have a material adverse effect on Scotia Lithium, in the sole discretion of Cross River, acting reasonably;
(h) the Resulting Issuer Escrow Agreement, pursuant to which the Payment Shares issued to certain Vendors under this Agreement will be held in escrow pursuant to Exchange Policies, shall have been executed and delivered by such Vendors;

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(i) Scotia Lithium shall have delivered all applicable closing deliveries pursuant to Section 8.3; and
(j) The Vendors shall have delivered all applicable closing deliveries pursuant to Section 8.3.

If any of the above conditions in this Section 5.3 shall not have been complied with or waived by Cross River on or before Closing, or, if earlier, the date required for the performance thereof, Cross River may terminate this Agreement in circumstances where the failure to satisfy any such condition is not the result, directly or indirectly, of a breach of this Agreement by Cross River. In the event that the failure to satisfy any one or more of the above conditions precedent results from a default by Cross River of its obligations under this Agreement and if such condition(s) precedent would have been satisfied but for such default, Cross River shall not rely on such failure (to satisfy one or more of the above conditions) as a basis for its own non-compliance with its obligations under this Agreement.

5.4 Standstill.

(a) During the period commencing on the date hereof and terminating upon the earlier of:
(i) the Closing Date,
(ii) the date that this Agreement is terminated pursuant to Section 7.2; and
(iii) the date that any statute, rule, policy or regulation currently in existence or which shall have been proposed, enacted, promulgated or entered by any regulatory or administrative authority having jurisdiction, in the judgment of the parties (acting reasonably), makes the transactions contemplated hereby illegal or unduly delays the closing of the Transaction,

Cross River and Scotia Lithium, as the case may be, will not, nor shall any of their respective Representatives, directly or indirectly, alone or jointly or in concert with any other Person (except as otherwise agreed to by the parties):

(A) acquire or agree to acquire, or make any proposal or make any offer to acquire, in any manner, either directly or indirectly, any assets or securities of the other parties or any Subsidiary thereof, including, without limitation, commencing any "take-over bid" (within the definition of such term in the Act or the Securities Act) for any securities of the other parties (provided that the provisions hereof shall not be interpreted to prohibit the parties or their Affiliates from continuing to conduct business with the other parties in the ordinary course and consistent with past practice);
(B) solicit proxies from, or otherwise attempt to influence the conduct of, holders of securities of the other parties;
(C) form, join or in any way participate as a "control person" as such term is defined in the Securities Act with respect to the equity of the other parties; or
(D) engage in any discussions or negotiations or enter into any agreement, commitment or understanding, or otherwise act jointly or in concert with any third party to propose or effect any business combination, equity or

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asset transaction of any nature or kind with respect to the other parties or its Affiliates, or to influence the conduct of the other parties, its Affiliates or its directors.

(b) During the period commencing on the date hereof and terminating upon the earlier of:
(i) the Closing Date,
(ii) the date that this Agreement is terminated pursuant to Section 7.2, and
(iii) the date that any statute, rule, policy or regulation currently in existence or which shall have been proposed, enacted, promulgated or entered by any regulatory or administrative authority having jurisdiction, in the judgment of the parties (acting reasonably), makes the transactions contemplated hereby illegal or unduly delays the closing of the Transaction,

neither party hereto will provide or cause to be provided any information with respect to itself or its Subsidiaries, or directly or indirectly solicit, initiate, entertain or consider any offer, negotiation or expression of intent or in any manner encourage, recommend or agree to any proposal or offer of any other potential transaction or otherwise cooperate with, assist or participate in, facilitate or encourage any effort or attempt with respect to:

(A) the sale or issuance of any shares or securities convertible into shares of the party or its Subsidiaries other than as herein otherwise contemplated or pursuant to the exercise of presently outstanding options or share purchase warrants, without the prior written consent of the other party;
(B) the sale, disposition or exchange of assets of the party or its Subsidiaries outside of the ordinary course of business without the prior written consent of the other party; or
(C) the entering into of any material agreement or understanding outside of the ordinary course of business of the party, including a Material Event, without the prior written consent of the other party;

provided, however, that nothing contained herein shall prohibit a party from (i) satisfying obligations under existing contractual obligations, (ii) completing the Transaction; (iii) making another proposal to the board of directors of the other party relating to a business combination, equity or asset transaction between the parties, so long as such proposal is made with the consent of the other party to any such proposal being made; (iv) responding as required by law to any unsolicited submission or proposal regarding any acquisition or disposition of assets, an unsolicited take-over bid or proposal to amalgamate, merge or effect an arrangement or any unsolicited acquisition proposal generally or make any disclosure required to its shareholders with respect thereto which, in the judgment of the board of directors acting reasonably or upon the advice of counsel, is required under Applicable Laws; and (v) engaging in discussions with financial institutions or investment bankers. Each of the parties acknowledges that any such procedures are subject to Section 10.2 hereof and will not be contested by the other party, whether by way of judicial or regulatory process or otherwise.

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ARTICLE 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

6.1 The representations and warranties of the parties contained in this Agreement shall not survive the completion of the Transaction and shall expire and be terminated on the earlier of the Closing Time and the date on which this Agreement is terminated in accordance with its terms; provided, however, that this Section 6.1 will not limit any covenant or agreement that, by its terms, contemplates performance after the Closing Date or the date on which this Agreement is terminated, as the case may be.

ARTICLE 7 AMENDMENT AND TERMINATION

7.1 Amendment. This Agreement may, at any time and from time to time, be amended by written agreement of Scotia Lithium and Cross River, and any such amendment may, without limitation:
(a) change the time for performance of any of the obligations or acts of the parties hereto;
(b) waive compliance with or modify any representations, warranties or covenants of the parties;
(c) waive or modify performance of any of the obligations of any of the parties hereto; or
(d) waive compliance with or modify any conditions precedent contained herein.
7.2 Termination. This Agreement may be terminated at any time prior to Closing:
(a) by mutual agreement in writing by Cross River and Scotia Lithium;
(b) by Cross River or Scotia Lithium by written notice to the other if the closing of the Transaction does not occur on or prior to the Outside Date, unless the failure to complete the Transaction by such date is the result, directly or indirectly, of a breach of this Agreement by the party seeking to terminate the Agreement, in which case this Agreement shall not be terminated pursuant to this Section 7.2(b);
(c) as set forth in Sections 5.1, 5.2, or 5.3 of this Agreement.

In the event of the termination of this Agreement as permitted above, this Agreement shall become void and no party shall have any liability or further obligation to any other party. Notwithstanding the foregoing, the provisions in Article 6 and Sections 10.2, 10.7 and 10.11 shall survive any termination of this Agreement.

ARTICLE 8 CLOSING ARRANGEMENTS

8.1 Closing. The closing of the Transaction contemplated herein shall take place at the Closing Time, on the Closing Date, via electronic delivery of documents, or at such other place or by such other means as may be agreed to in writing by the parties hereto.

8.2 Closing Steps:

At the Closing Time, assuming the satisfaction or waiver of all Conditions set out in Article 5, the business combination of Cross River and Scotia Lithium shall be completed in a series of steps and transactions in the order as follows:

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(a) Cross River will effect the Consolidation and Name Change;
(b) Cross River will complete the Concurrent Offering;
(c) Cross River and Scotia Lithium will complete the Share Exchange and issue the Payment Shares; and
(d) on Closing, the Resulting Issuer will reconstitute its board of directors to give effect to the appointment of the Resulting Directors.
8.3 Closing Deliveries. At the Closing Time, the parties will deliver the following documentation, and any other closing deliveries customary for a transaction of this nature.
(a) Cross River will deliver or cause to be delivered:
- (i) certificates and or other electronic evidences of the Payment Shares registered in the respective names of the Vendors provided however that any certificates evidencing Payment Shares that are required to be escrowed by the Exchange may be delivered to the Escrow Agent in accordance with the requirements of Exchange Policies;
- (ii) evidence of the conditional approval of the Exchange to the listing of the Payment Shares, and any other outstanding convertible securities, including the Cross River Options, and Scotia Lithium Warrants, the completion of the Transaction and all matters incidental thereto as contemplated or permitted herein; and
- (iii) resignations and mutual releases from all officers and directors of Cross River.
(b) Scotia Lithium will deliver:
- (i) certified copies of the resolutions of the board of directors of Scotia Lithium approving the Transaction; and
- (ii) a certificate of good standing (or its equivalent) of Scotia Lithium and Continental Lithium from the applicable Governmental Authority in its jurisdiction of incorporation or formation.
(c) Each of the Vendors will cause to be delivered:
- (i) duly executed share transfer forms transferring the Scotia Lithium Shares owned by it to Cross River or its nominee; and
- (ii) if applicable, the Resulting Issuer Escrow Agreement duly executed and delivered by such Vendor as required by the Exchange.

ARTICLE 9 APPOINTMENT OF SCOTIA LITHIUM

9.1 Terms of Appointment.

(a) Each Vendor hereby appoints (the "Appointment") Scotia Lithium as of the Closing as the agent, proxy and attorney-in-fact for such Vendor for all purposes under this Agreement (except where otherwise provided herein), with full power and authority to act on behalf of the Vendors.

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(b) The Appointment, being coupled with an interest, is irrevocable and shall not be revoked by the insolvency, bankruptcy, death, incapacity, dissolution, liquidation or other termination of existence of any Vendor.
(c) The Appointment shall survive the transfer by any of the Vendors, to the extent of the obligations of such Vendor, of the whole or any portion of such Vendor's Scotia Lithium Shares.
(d) From and after Closing, the Appointment may not be assigned by Scotia Lithium, and no Vendor may otherwise grant any subsequent authority, to another Person without the prior written consent of each of the Vendors and Cross River provided that:
(i) Cross River shall not unreasonably withhold or delay such consent, and if Cross River does not provide its consent within ten (10) days of the date of the Vendor's written request thereof, Cross River shall be deemed to have consented; and
(ii) this provision shall not prevent Scotia Lithium from resigning or from using its own representatives in connection with this Agreement.
(e) Scotia Lithium accepts the Appointment and shall act as representative of the Vendors in accordance with this Agreement.
(f) Each Vendor revokes any and all other authority, whether as agent, attorney-in-fact, proxy or otherwise, previously conferred or agreed to be conferred by him, her or it, as the case may be, at any time with respect to the Scotia Lithium Shares held by such Vendor.
(g) Each Vendor shall be bound by the actions taken by Scotia Lithium, in its capacity as the Vendors' representative pursuant to the Appointment and hereby waives any and all defences which may be available to contest, negate or disaffirm the actions of Scotia Lithium taken under such Appointment. The Appointment shall survive the Closing and shall continue until the completion, termination or settlement of all obligations of the Vendors under or in respect of this Agreement. The Appointment may be exercised by Scotia Lithium, on behalf of each Vendor, duly executing any instrument.
(h) Cross River shall be entitled to rely on any notice, demand, communication, declaration, receipt, waiver, consent or other document purporting to be delivered by the Vendors' Representative on behalf of any Vendor, and Cross River shall not have any obligation to enquire as to the veracity, accuracy or adequacy thereof, and Cross River shall be entitled to disregard any notice, demand or claim to the contrary not sent by Scotia Lithium.

ARTICLE 10 GENERAL

10.1 Notices. All notices, requests, demands or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery, facsimile transmission or by registered mail, postage prepaid, addressed to such other party or delivered to such other party as follows:
(a) If to Cross River:

Cross River Ventures Corp.

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Suite 1012, 1030 West Georgia Vancouver, British Columbia V6E 2Y3

Attention: Sam Wong, Chief Executive Officer

E-mail: [email protected]

with a copy to:

McMillan LLP Royal Centre, Suite 1500 1055 West Georgia Street, PO Box 11117 Vancouver, British Columbia V6E 4N7

Attention: Mark Neighbor

Email: [email protected]

(b) If to Scotia Lithium:

Scotia Lithium Corp. 1055 West Georgia Street, 1500 Royal Centre Vancouver, British Columbia V6E 4N7

Attention: Spencer Maclean, Chief Executive Officer

E-mail: [email protected]

or at such other address as may be given by any of them to the others in writing from time to time and such notices, requests, demands or other communications shall be deemed to have been received, if sent by facsimile or electronic mail, on the first Business Day after sending or, if sent by registered mail, on the fifth Business Day after mailing or, if delivered, upon the date of delivery.

10.2 Public Announcement; Disclosure and Confidentiality.

(a) Unless and until the transactions contemplated in this Agreement will have been completed, none of the parties shall make any public announcement concerning this Agreement or the matters contemplated herein, their discussions or any other memoranda, letters or agreements between them relating to the matters contemplated herein without the prior consent of the other parties, which consent shall not be unreasonably withheld, provided that no party shall be prevented from making any disclosure which is required to be made by law or any rules of a stock exchange or similar organization to which it is bound.
(b) All information provided to or received by the parties hereunder shall be treated as confidential ("Confidential Information"). Subject to the provisions of this Section, no Confidential Information shall be published by any party hereto without the prior written consent of the others, but such consent in respect of the reporting of factual data shall not be unreasonably withheld. The consent required by this Section shall not apply to a disclosure to: (a) comply with any applicable laws, stock exchange rules or a regulatory authority having jurisdiction; (b) a director, officer or employee of a party; (c) an affiliate of a party; (d) a consultant, contractor or subcontractor of a party that has a bona fide need to be informed; or (e) any third party to whom the disclosing party may assign any of its rights under this Agreement; provided, however, that in the case of subsection (e)

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the third party or parties, as the case may be, agree to maintain in confidence any of the Confidential Information so disclosed to them.
(c) The obligations of confidence and prohibitions against use of Confidential Information under this Agreement shall not apply to information that the disclosing party can show by reasonable documentary evidence or otherwise: (a) as of the date of this Agreement, was in the public domain; (b) after the date of this Agreement, was published or otherwise became part of the public domain through no fault of the disclosing party or an affiliate thereof (but only after, and only to the extent that, it is published or otherwise becomes part of the public domain); or (c) was information that the disclosing party or its affiliates were required to disclose pursuant to the order of any Governmental authority or judicial authority.

10.3 Assignment.

(a) Except as provided herein, no party may assign this Agreement or its rights or obligations hereunder without the prior written consent of the other parties hereto.
(b) Subject to obtaining the written consent of Cross River, and notwithstanding any other term of this Agreement, prior to the Closing Date a Vendor may transfer its Scotia Lithium Shares to a third party, provided that such third party enters into an accession agreement whereby it agrees to be bound by the terms of this Agreement on the same terms as the other Vendors, such agreement to be in a form acceptable to Cross River and Scotia Lithium.
10.4 Binding Effect. This Agreement shall be binding upon and shall enure to the benefit of the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
10.5 Waiver. Any waiver or release of any provisions of this Agreement, to be effective, must be in writing executed by the party granting the same.
10.6 Further Assurances. The parties hereto covenant and agree to sign such other papers, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their vote and influence, do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.
10.7 Governing Law; Choice of Forum. This Agreement shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. Each of the parties hereto hereby irrevocably attorns to the non-exclusive jurisdiction of the courts of the Province of British Columbia with respect to any matters arising out of this Agreement.
10.8 Currency. Except as otherwise stated herein, dollar amounts referred to in this Agreement shall be in Canadian funds.
10.9 Third Party Beneficiaries. Nothing in this Agreement, express or implied, shall be construed to create any third-party beneficiaries.
10.10 Interpretation. All words and personal pronouns relating thereto shall be read and construed as the number and gender of the party or parties referred to in each case require and the verb shall be construed and agreeing with the required word and/or pronoun. The division of this Agreement

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into articles, sections, subsections and exhibits are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.
10.11 Expenses. Save and except as otherwise provided herein, each party shall be responsible for its own legal and accounting fees and other expenses incurred in connection with the completion of the transactions contemplated herein. Notwithstanding the foregoing, Scotia Lithium will be responsible for all costs associated with obtaining the requisite regulatory approvals for the Transaction, including costs related to: (i) Exchange filing fees, (ii) the Technical Report, and (iii) legal and title reports in respect of Scotia Lithium and its assets, if required.
10.12 Time of the Essence. Time shall be of the essence of this Agreement and of every part hereof and no extension or variation of this Agreement shall operate as a waiver of this provision.
10.13 Entire Agreement. This Agreement and the documents and instruments and other agreements among the parties hereto as contemplated by or referred to herein constitute the entire agreement among the parties hereto with respect to the subject matter hereof and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. This Agreement shall not be amended except in writing signed by all of the parties hereto, and any amendment hereof shall be null and void and shall not be binding upon any party which has not given its consent as aforesaid.
10.14 Counterparts. This Agreement may be executed and delivered (including by facsimile transmission, pdf copy or other electronic means) in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being understood that all parties need not sign the same counterpart.
10.15 Severability. In the event that any of the representations, warranties or covenants or any portion of them contained in this Agreement are unenforceable or are declared invalid for any reason whatsoever, such unenforceability or invalidity shall not affect the enforceability or the validity of the remaining terms or portions thereof of this Agreement, and such unenforceable or invalid representation, warranty or covenant or portion thereof shall be severable from the remainder of this Agreement.
10.16 Independent Legal Counsel. Each of the parties hereby acknowledges and declares that it has been advised to seek, and has sought, or has waived the right to seek, independent legal counsel in connection with the execution of this Agreement and is executing this Agreement of its own volition in a free and enlightened manner, and without fear, threats, compulsion, duress or influence by any person.

(the remainder of this page left intentionally blank)

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

CROSS RIVER VENTURES CORP. SCOTIA LITHIUM CORP.

By: "Sam Wong" By: "Spencer Maclean"

Name: Sam Wong Title: Chief Executive Officer Name: Spencer Maclean Title: Chief Executive Officer

Authorized Signing Officer Authorized Signing Officer

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SCHEDULE "A" SCOTIA LITHIUM SHAREHOLDER CONSENT AGREEMENT

THIS AGREEMENT made effective as of January 30, 2026 (the "Agreement").

BETWEEN:

CROSS RIVER VENTURES CORP.

a corporation existing under the laws of British Columbia

(the "Purchaser")

AND:

SCOTIA LITHIUM CORP.

a corporation existing under the laws of British Columbia

("Scotia Lithium")

AND:

THE SCOTIA LITHIUM SHAREHOLDER who has executed this Agreement

(the "Vendor," and together with all of the shareholders of Scotia Lithium, the "Vendors")

WHEREAS:

A. The Purchaser, Scotia Lithium and each of the Vendors of Scotia Lithium wish to enter into a Business Combination Agreement in the form attached as Schedule "A" hereto (the "Business Combination Agreement");
B. Pursuant to the Business Combination Agreement, the Purchaser will acquire from the Vendors all of the issued and outstanding shares of Scotia Lithium (the "Transaction"); and
C. Each of the Vendors has agreed to provide consent and to be bound by the terms of the Business Combination Agreement by entering into a Scotia Lithium Shareholder Consent Agreement.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do covenant and agree each with the other as follows:

1. Unless specifically defined herein or unless the context otherwise requires, terms used herein which are defined in the Business Combination Agreement shall have the meanings ascribed to such terms in the Business Combination Agreement.
1. The Vendor acknowledges and agrees that each Scotia Lithium Warrant held by it at Closing will, following Closing on the Closing Date, entitle the Vendor to acquire one (1) Resulting Issuer Share in accordance with the adjustment provisions of such Scotia Lithium Warrant.

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1. On the execution of this Agreement by the Vendor, the Vendor covenants and agrees that it shall be bound by all of the provisions of the Business Combination Agreement, including, without limitation, all representations, warranties and covenants of the Vendor contained therein.
1. This Agreement shall be subject to, governed by, and construed in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the parties hereby agree to attorn to the exclusive jurisdiction of the Courts of British Columbia and not to commence any form of proceedings in any other forum.
1. This Agreement may be executed and delivered in one or more counterparts and may be executed and delivered by facsimile or any other electronically communicated method, each of which when executed and delivered will be deemed an original and all of which counterparts together will be deemed to constitute one and the same instrument.

[Signature page follows.]

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IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first above written.

	CROSS RIVER VENTURES CORP.
Per:
	Authorized Signatory
	SCOTIA LITHIUM CORP.
Per:
	Authorized Signatory
	AND THE FOLLOWING SHAREHOLDER:
Name:
	Number of Shares:
	Number of Warrants:
	Signature:

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SCHEDULE "B" REPRESENTATIONS AND WARRANTIES RELATED TO SCOTIA LITHIUM AND CONTINENTAL LITHIUM

(a) Scotia Lithium is a company duly incorporated, validly existing and in good standing under the laws of British Columbia and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted, to execute and deliver this Agreement and to perform its obligations hereunder.
(b) Continental Lithium is a corporation duly organized, validly existing and in good standing under the laws of Nova Scotia and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted.
(c) This Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement including the Disclosure Document will be, duly authorized, executed and delivered by Scotia Lithium and each is or will be, a legal, valid and binding obligation of Scotia Lithium enforceable against Scotia Lithium in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.
(d) The execution and delivery of this Agreement does not and the consummation of the Transaction will not: (i) result in a breach or violation of the constating documents of Scotia Lithium or Continental Lithium; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which Scotia Lithium is a party or by which Scotia Lithium or Continental Lithium is bound or to which any material assets or property of Scotia Lithium or Continental Lithium is subject; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to Scotia Lithium or Continental Lithium.
(e) Scotia Lithium is not a "reporting issuer" (as such term is defined in the Securities Act) nor an associate of any reporting issuer and the Scotia Lithium Shares do not trade on any stock exchange.
(f) No consent, approval, notice or report to, filing with, order or authorization of, or registration or declaration with, any applicable Governmental Authority with jurisdiction over Scotia Lithium or Continental Lithium is required to be obtained by Scotia Lithium or Continental Lithium in connection with the execution and delivery of this Agreement or the consummation of the Transaction, except for those consents, orders, authorizations, declarations, registrations or approvals which are contemplated by this Agreement or those consents, orders, authorizations, declarations, registrations or approvals that, if not obtained, would not prevent or materially delay the consummation of the Transaction or otherwise prevent Scotia Lithium or any Vendor from performing its obligations under this Agreement.
(g) There is no suit, action or proceeding pending, or to the knowledge of Scotia Lithium, threatened against it or Continental Lithium that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect upon Scotia Lithium or

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Continental Lithium or refrain or prevent completion of the purchase by Cross River of the Scotia Lithium Shares, and there is no judgment, decree, injunction, rule or order of any Governmental Authority with jurisdiction over Scotia Lithium or Continental Lithium outstanding against Scotia Lithium or Continental Lithium, causing, or which insofar as can reasonably be foreseen, in the future would cause, a Material Adverse Effect on Scotia Lithium or Continental Lithium.

(h) Scotia Lithium is authorised to issue an unlimited number of common shares, with 13,000,000 Scotia Lithium Shares being issued and outstanding as of the date hereof.
(i) Other than the Scotia Lithium Warrants, no Person has any agreement, option or right to acquire or capable of becoming an agreement for the purchase or acquisition of any of the unissued Scotia Lithium Shares or any other securities of Scotia Lithium, and there are no other outstanding securities or instruments which are convertible into or exchangeable for Scotia Lithium Shares.
(j) Scotia Lithium has no Subsidiaries except Continental Lithium.
(k) Scotia Lithium is the registered and beneficial owner of all of the issued and outstanding securities in the capital of Continental Lithium, free and clear of all liens, charges and encumbrances.
(l) There is no agreement, option or any other right or obligation binding upon, or which at any time in the future may become binding upon, Scotia Lithium or Continental Lithium requiring it to: (a) sell, transfer, assign, pledge, charge, mortgage or in any other way dispose of or encumber any of the Scotia Lithium Shares or other securities or assets of Scotia Lithium or Continental Lithium; or (b) to allot or issue Scotia Lithium Shares or to create any additional class of equity or debt securities of Scotia Lithium or Continental Lithium.
(m) Except for the approvals contemplated herein, no consent, authorization or approval of any Person is required in order for the Vendors or Scotia Lithium or Continental Lithium to effect the Transaction.
(n) There are no loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances or liabilities given, made or incurred by or on behalf of Scotia Lithium or Continental Lithium and no person has given any guarantee of or security for any overdraft loan or loan facility granted to Scotia Lithium or Continental Lithium.
(o) No other classes of shares of Scotia Lithium are currently in issue other than the Scotia Lithium Shares. The only issued and outstanding shares of Scotia Lithium are as set forth in Schedule "B", Section (h) above, and all of such shares have been validly issued and are fully paid and non-assessable.
(p) The business of Scotia Lithium and Continental Lithium is being conducted in all material respects in compliance with all Applicable Laws, regulations and ordinances of all authorities having jurisdiction, except where the failure to comply would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Scotia Lithium or Continental Lithium.
(q) Neither Scotia Lithium nor Continental Lithium has been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified Scotia Lithium or Continental Lithium of such

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Governmental Authority's intention to commence or to conduct any investigation that would be reasonably likely to have a Material Adverse Effect on Scotia Lithium or Continent Lithium.

(r) Neither Scotia Lithium nor Continental Lithium is insolvent, has committed any acts of bankruptcy or had a receiver appointed on any of its respective assets.
(s) To the knowledge of Scotia Lithium, none of the directors or officers of Scotia Lithium or Continental Lithium is or has ever been subject to prior regulatory, criminal or bankruptcy.
(t) Other than the Finders Shares that are being issued to a finder, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to act or have acted for Scotia Lithium or Continental Lithium.
(u) All filings and fees required to be made by Scotia Lithium or Continental Lithium pursuant to Applicable Laws, if any, have been made and paid and such filings were true and accurate in all material respects as at the respective dates thereof.
(v) All Taxes due and payable by Scotia Lithium or Continental Lithium have been paid as required by Applicable Laws or provision has been made therefor in the Scotia Lithium Financial Statements, except for where the failure to pay such taxes would not constitute a Material Adverse Effect. All Tax Returns, declarations, withholdings, remittances and filings required to be made or filed by Scotia Lithium or Continental Lithium have been made or filed with all appropriate Governmental Authorities as and when required by Applicable Laws and all such returns, declarations, withholdings, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not constitute a Material Adverse Effect, or result in a material adverse change to Scotia Lithium or Continental Lithium. To the knowledge of Scotia Lithium: (i) no audit or examination of any Tax Return of Scotia Lithium or Continental Lithium by any Governmental Authority is currently in progress and neither Scotia Lithium nor Continental Lithium has been notified in writing or otherwise of any request for such an audit or examination; and (ii) there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by Scotia Lithium or Continental Lithium. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Scotia Lithium or Continental Lithium. To the knowledge of Scotia Lithium, all Taxes and charges with respect to the Property have been paid in full. Each of Scotia Lithium and Continental Lithium is a "taxable Canadian corporation" as defined in the Income Tax Act.
(w) Since the date of its incorporation, neither Continental Lithium nor Scotia Lithium has, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing.
(x) Neither Scotia Lithium nor Continental Lithium have and has never had any employees and does not have any obligation or liability to any current or former officer, director, employee or affiliate of Scotia Lithium or Continental Lithium.

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(y) As of the date hereof:
(i) Scotia Lithium and Continental Lithium are not in violation of any applicable Environmental Laws;
(ii) each of Scotia Lithium and Continental Lithium has all permits, authorizations and approvals required under any applicable Environmental Laws and is in material compliance with its requirements;
(iii) to the knowledge of Scotia Lithium, there are no pending or threatened administrative, regulatory or judicial actions, suits, demands, demand letters, claims, liens, notices of non-compliance or violation, investigation or proceedings relating to any Environmental Laws against Scotia Lithium or Continental Lithium or claim involving a demand for damages or other potential liability with respect to violations of applicable Environmental Laws; and
(iv) to the knowledge of Scotia Lithium, there are no events or circumstances that would reasonably be expected to form the basis of an order for clean-up or remediation, or an action, suit or proceeding by any private party or governmental body or agency, against or affecting Scotia Lithium or Continental Lithium relating to Hazardous Substances or any Environmental Laws.
(z) On the Closing Date, to the knowledge of Scotia Lithium, the Technical Report will not contain a material misrepresentation and Scotia Lithium will have no knowledge of any Material Adverse Effect in any information provided to the author of the technical report relating to the Property since the date that such information was provided. Other than the Property, Scotia Lithium and Continental Lithium do not hold any interest in a mineral property that is material to Scotia Lithium for the purposes of NI 43-101.
(aa) To the knowledge of Scotia Lithium, no Person, other than Scotia Lithium, has a right to own the Property and there are no agreements or commitments by Scotia Lithium or Continental Lithium to sell the Property or any interest therein and there is no adverse claim or challenge against or to the ownership of or title to any part of the Property and to the knowledge of Scotia Lithium, there is no basis for such adverse claim or challenge. Scotia Lithium has sufficient access to the surface area of the Property, and Scotia Lithium has not granted to any Person access to, or the right to enter upon and explore or investigate the mineral potential of, the Property. To the knowledge of Scotia Lithium, no person is entitled to any royalty or other payment in the nature of rent or royalty on any minerals, metals or concentrates or any other such products removed or produced from the Property.
(bb) To the knowledge of Scotia Lithium, all previous exploration on the Property has been carried out in accordance with Applicable Law and sound mining, environmental and business practice. Neither Scotia Lithium nor Continental Lithium have received notice of any breach, violation or default with respect to the Property.
(cc) To the knowledge of Scotia Lithium, there are no pending or ongoing actions taken by or on behalf of any First Nations, native or indigenous persons in connection with the assertion of any land claims with respect to lands included in the Property, and there are no agreements or understandings with such persons that affect or relate to the Property, and if the Property is located on lands to which any persons mentioned in this Section have any rights, claims or interests, Scotia Lithium does not have any knowledge that such persons are opposed to the carrying out of the rights and obligations of any party

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hereto and no further consent, approval or agreement of any person, other than those already obtained, is required to be obtained in connection with the entering into of this Agreement by Scotia Lithium or the completion by Scotia Lithium of the transactions contemplated hereby.

(dd) No Person has any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement for the purchase, exchange, transfer or other disposition from Scotia Lithium or Continental Lithium of any of its respective assets.
(ee) There does not exist any state of facts which after notice or lapse of time, or both, will constitute a material default or breach on the part of Scotia Lithium or Continental Lithium under any of the provisions contained in any of the material contracts, commitments or agreements of Scotia Lithium or Continental Lithium.
(ff) The corporate records and minute books of Scotia Lithium and Continental Lithium each contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.
(gg) The Scotia Lithium Financial Statements and the notes thereto, have been prepared in accordance with IFRS, are true and correct and present fairly, in all material respects, the consolidated financial position of Scotia Lithium and Continental Lithium, as applicable, as at such dates and the results of its operations and changes in financial position for the period indicated in the said statements.
(hh) Other than as set out in the Scotia Lithium Financial Statements, neither Scotia Lithium nor Continental Lithium have any material liabilities, contingent or otherwise.
(ii) None of Scotia Lithium, Continental Lithium or any director, officer, or, to the knowledge of Scotia Lithium, agent, employee or other Person acting on behalf of Scotia Lithium or Continental Lithium has, in the course of its actions for, or on behalf of, Scotia Lithium or Continental Lithium: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

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SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF CROSS RIVER

(a) Cross River is a corporation duly incorporated, organized and validly subsisting and in good standing under the laws of British Columbia, and has all the requisite corporate power, capacity and authority to enter into this Agreement and to perform its obligations hereunder and to carry on its business and to own, lease and operate its assets.
(b) Cross River is a reporting issuer not noted in default in each of British Columbia, Alberta and Ontario and is in compliance in all material respects with all of its obligations under Securities Laws. Cross River is not the subject of any investigation by any stock exchange or any other securities regulatory authority or body, is current with all filings required to be made by it under applicable Securities Law and corporate legislation and is not aware of any material deficiencies in the filing of any documents or reports with any stock exchange or securities regulatory authority or body.
(c) The Transaction will constitute a "Fundamental Change" (as such term is defined in Exchange Policies) and Cross River has to date complied with all of the requirements contained in Exchange Policies in respect thereof;
(d) Cross River's offer to purchase all Scotia Lithium Shares owned by each of the Vendors in accordance with the Share Exchange is an arm's length offer.
(e) Cross River is not subject to any cease trade or other order of any regulatory authority and no investigation or other proceedings involving Cross River which may operate to prevent or restrict trading of any securities Cross River are currently in progress or pending before any regulatory authority.
(f) Cross River has filed all documents required to be filed by it in accordance with applicable Securities Laws with the regulatory authorities and the Exchange. All such documents and information comprising Cross River Public Disclosure Record, as of their respective dates (or, if amended, as of the date of such amendment), (i) did not contain any untrue statement of material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and (ii) complied in all material respects with the requirements of applicable Securities Laws, and any amendments to Cross River Public Disclosure Record required to be made have been filed on a timely basis with the applicable regulatory authorities and the Exchange. Cross River has not filed any confidential material change report with any applicable regulatory authorities or the Exchange that at the date of this Agreement remains confidential.
(g) Cross River has no assets other than cash or cash equivalents, has not commenced any commercial operations and has not and will not carry on any business other than the identification and evaluation of assets or businesses,
(h) The execution and delivery of this Agreement and the completion of the transactions contemplated herein have been approved by the board of directors of Cross River and this Agreement constitutes a valid and binding obligation of Cross River enforceable against it in accordance with its terms, subject, however, to the approval of the Transaction by the Exchange and the limitations imposed by law in connection with bankruptcy or similar proceedings and to the extent that equitable remedies such as specific performance or injunction are granted at the discretion of a court of competent jurisdiction.

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(i) Cross River has no subsidiaries.
(j) The authorized capital of Cross River consists of an unlimited number of Cross River Shares, of which, as of the date hereof there are 288,020,201 Cross River Shares issued and outstanding.
(k) Other than (i) the Flow-Through Cross River Shares issuable pursuant to the Flow-Through Cross River Share Financing, (ii) the Cross River Shares issuable pursuant to the Non-FT Cross River Share Financing, (iii) the Cross River Warrants; (iv) the Finder Shares; and (iv) otherwise pursuant to this Agreement, no Person has any agreement, option or right to acquire or capable of becoming an agreement for the purchase or acquisition of any of the unissued Cross River Shares or any other securities of Cross River, and there are no other outstanding securities or instruments which are convertible into or exchangeable for Cross River Shares.
(l) There are no loans, guarantees, pledges, mortgages, charges, liens, debentures, encumbrances or liabilities given, made or incurred by or on behalf of Cross River and no person has given any guarantee of or security for any overdraft loan or loan facility granted to Cross River.
(m) There is no suit, action, litigation, arbitration proceeding or governmental proceeding, including appeals and applications for review in progress or, to the knowledge of Cross River, pending or threatened against or relating to Cross River; and there is not presently outstanding against Cross River any judgment, decree, injunction, rule or order of any court, Governmental Authority, commission, agency or arbitrator.
(n) All filings and fees required to be made by Cross River pursuant to Applicable Laws, if any, have been made and paid and such filings were true and accurate in all material respects as at the respective dates thereof.
(o) All Taxes due and payable by Cross River have been paid as required by Applicable Laws or provision has been made therefor in the Cross River Financial Statements, except for where the failure to pay such taxes would not constitute a Material Adverse Effect. All Tax Returns, declarations, withholdings, remittances and filings required to be made or filed by Cross River have been made or filed with all appropriate Governmental Authorities as and when required by Applicable Laws and all such returns, declarations, withholdings, remittances and filings are complete and accurate in all material respects and no material fact or facts have been omitted therefrom which would make any of them misleading except where the failure to file such documents would not constitute a Material Adverse Effect, or result in a material adverse change to Cross River. To the knowledge of Cross River: (i) no audit or examination of any Tax Return of Cross River by any Governmental Authority is currently in progress nor has Cross River been notified in writing or otherwise of any request for such an audit or examination; and (ii) there are no issues or disputes outstanding with any Governmental Authority respecting any Taxes that have been paid, or may be payable, by Cross River. There are no agreements with any taxation authority providing for an extension of time for any assessment or reassessment of Taxes with respect to Cross River. To the knowledge of Cross River, all Taxes and charges have been paid in full. Cross River is a "taxable Canadian corporation" as defined in the Income Tax Act.
(p) Since the date of its incorporation, Cross River has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of its shares or securities or agreed to do any of the foregoing.

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(q) No notices, reports or other filings are required to be made by Cross River with, nor are any consents, approvals, registrations, permits, order or authorizations required to be obtained by Cross River from any third party or Governmental Authority in connection with the execution and delivery of this Agreement by Cross River, the performance of its obligations hereunder or the consummation by Cross River of the transactions contemplated hereby other than: (i) the approval of the Transaction by the Exchange; (ii) such registrations and other actions required under applicable Securities Laws as are contemplated by this Agreement and registrations and applications required as a result of the Consolidation and the Name Change; and (iii) any other consents, approvals, orders, authorizations, registrations, declarations or filings which, if not obtained or made, would not, individually or in the aggregate, have a Material Adverse Effect on Cross River or prevent or materially impair Cross River's ability to perform its obligations hereunder.
(r) Cross River does not own, lease or use any real property.
(s) Cross River has not experienced nor is it aware of any occurrence or event which has had, or might reasonably be expected to have, a Materially Adverse Effect on its affairs or financial condition.
(t) Other than the Finders Shares that are being issued to a finder and other than the cash commission and finders' warrants that may be payable pursuant to Concurrent Offering, there is no commission, fee or other remuneration payable to any broker or agent who purports or may purport to act or have acted for Scotia Lithium.
(u) Since October 31, 2025, there has not been any material adverse change in its condition or operation or in its assets, liabilities or financial condition. At the Closing Time, Cross River shall have no liabilities (whether accrued, absolute, contingent, unliquidated or otherwise), except for ordinary course of business trade payables and costs incurred directly in connection with the closing of the Transaction.
(v) The Cross River Financial Statements and the notes thereto, have been prepared in accordance with IFRS, are true and correct and present fairly, in all material respects, the financial position of Cross River as at such dates and the results of its operations and changes in financial position for the period indicated in the said statements. Cross River's accounts receivable as of the date hereof are nil.
(w) Cross River has no material liabilities, contingent or otherwise, except those set out in the Cross River Financial Statements.
(x) Other than as disclosed in the Cross River Financial Statements, amounts owing to reimburse individuals for business expenses incurred and approved on behalf of Cross River, Cross River is not indebted to:
(i) any director, officer, employee or shareholder of Cross River;
(ii) any individual related to any of the foregoing by blood, marriage or adoption; or
(iii) any corporation controlled, directly or indirectly, by any one or more of those Persons referred to in (i) and (ii) above.
(y) None of those Persons referred to in Schedule "C" Section (y) is indebted to Cross River.

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(z) No Person has any written or oral agreement, option, understanding or commitment or any right or privilege capable of becoming an agreement for the purchase, exchange, transfer or other disposition from Cross River of any of its assets.
(aa) There are no contracts, agreements or engagements of any director, officer or senior employee of Cross River, either written or verbal, providing for a fixed period of employment.
(bb) It is not a party to any material contract, agreement or understanding with any officer, director, employee, shareholder or any other Person not dealing at arm's length with Cross River.
(cc) Cross River does not currently have any employees and does not have any obligation or liability to any current or former officer, director, employee or affiliate of Cross River.
(dd) Cross River does not sponsor, maintain or have any obligation or liability under, nor has it at any time sponsored, maintained or had any obligation under, any compensation plan. Neither the execution of this Agreement nor the consummation of the Transaction contemplated by this Agreement shall, individually or in the aggregate, (i) result in any payment becoming due to any officer, employee, consultant or director of Cross River, (ii) increase or modify any benefits otherwise payable by Cross River to any employee, consultant or director of Cross River, or (iii) result in the acceleration of time of payment or vesting of any such benefits.
(ee) There does not exist any state of facts which after notice or lapse of time, or both, will constitute a material default or breach on the part of Cross River under any of the provisions contained in any of the material contracts, commitments or agreements of Cross River.
(ff) The corporate records and minute books of Cross River contain, in all material respects, complete and accurate minutes of all meetings of the directors and shareholders since its date of incorporation, together with the full text of all resolutions of directors and shareholders passed in lieu of such meetings, duly signed.
(gg) No other classes of shares of Cross River are currently in issue other than the Cross River Shares and all of such shares have been validly issued and are fully paid and nonassessable.
(hh) The business of Cross River is being conducted in all material respects in compliance with all Applicable Laws, regulations and ordinances of all authorities having jurisdiction, except where the failure to comply would not be reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on Cross River.
(ii) Cross River has not been notified by any Governmental Authority of any investigation with respect to it that is pending or threatened, nor has any Governmental Authority notified Cross River of such Governmental Authority's intention to commence or to conduct any investigation that would be reasonably likely to have a Material Adverse Effect on Cross River.
(jj) Cross River is not insolvent, has not committed any acts of bankruptcy or had a receiver appointed on any of its respective assets.

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(kk) To the knowledge of Cross River, none of the directors or officers of Cross River is or has ever been subject to prior regulatory, criminal or bankruptcy proceedings in Canada or elsewhere.
(ll) This Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement including the Disclosure Document will be, duly authorized, executed and delivered by Cross River and each is or will be a legal, valid and binding obligation of Cross River, enforceable against Cross River in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.
(mm) The execution and delivery of this Agreement does not and the consummation of the Transaction will not: (i) result in a breach or violation of the articles or by-laws of Cross River; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which Cross River is a party or by which Cross River is bound or to which any material assets or property of Cross River is subject; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to Cross River.
(nn) None of Cross River nor any director, officer, or, to the knowledge of Cross River, agent, employee or other Person acting on behalf of Cross River has, in the course of its actions for, or on behalf of, Cross River: (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended or the Corruption of Foreign Public Officials Act (Canada); or (iv) made other unlawful payment to any foreign or domestic government official or employee.

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SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF THE VENDORS

(a) This Agreement has been, and each additional agreement or instrument to be delivered pursuant to this Agreement, including the Scotia Lithium Shareholder Consent Agreements, as applicable, will be, duly authorized, executed and delivered by such Vendor, enforceable against such Vendor in accordance with its terms, subject to (i) bankruptcy, insolvency, moratorium, reorganization and other laws relating to or affecting the enforcement of creditors' rights generally, and (ii) the fact that equitable remedies, including the remedies of specific performance and injunction, may only be granted in the discretion of a court.
(b) The execution and delivery of this Agreement and the Scotia Lithium Shareholder Consent Agreements, as applicable, do not and the consummation of the Transaction will not: (i) result in a breach or violation of the constating documents of such Vendor that is an entity; (ii) conflict with, result in a breach of, constitute a default under or accelerate the performance required by or result in the suspension, cancellation, material alteration or creation of an encumbrance upon any material agreement, licence, permit or authority to which such Vendor is a party or by which it is bound; or (iii) violate any provision of law or regulation or any judicial or administrative order, award, judgment or decree applicable to such Vendor.
(c) As of the Closing Date, no person will have any agreement, option, right or privilege (whether by law, pre-emptive or contractual) capable of becoming an agreement, for the purchase of such Vendor's Scotia Lithium Shares, as applicable, other than as contemplated in Scotia Lithium's constating documents or otherwise contemplated in this Agreement and the Scotia Lithium Shareholder Consent Agreements, as applicable.
(d) The Vendor is the registered and beneficial holder of the number of Scotia Lithium Shares and Scotia Lithium Warrants set forth on the signature page of their Scotia Lithium Shareholder Consent Agreement.
(e) Such Vendor has good and marketable title to its Scotia Lithium Shares and at Closing, such Vendor's Scotia Lithium Shares will be transferred to Cross River free and clear of all liens, charges and encumbrances. There is not pending any suit, action or other legal proceeding of any sort to in any manner restrain or prevent such Vendor from effectually and legally transferring its Scotia Lithium Shares to Cross River, free and clear of all liens, or any action or proceeding, the effect of which would be to cause a lien to attach to any of its Scotia Lithium Shares or to divest title to or ownership of any of its Scotia Lithium Shares in any manner whatsoever, or to make Cross River or Scotia Lithium liable for damages as a result of the execution and delivery of this Agreement and the Scotia Lithium Shareholder Consent Agreements, as applicable, by such Vendor or the completion by such Vendor of the transactions contemplated herein and therein and such Vendor does not know of any such claim in connection with any of the foregoing.

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(f) Such Vendor has sufficient experience in business, financial and investment matters to understand the merits and risks of acquiring and holding securities of Cross River and has had full access to all of the information it considers necessary or appropriate to make an informed investment decision with respect to the Payment Shares.
(g) Such Vendor shall be responsible to pay and remit to competent authorities, and hereby agrees to indemnify Cross River and Scotia Lithium for, all taxes of any kind that may be payable in connection with the sale of the Scotia Lithium Shares by such Vendor.
(h) Such Vendor is not insolvent, has not committed an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have it declared bankrupt or wound-up, taken any proceeding to have a receiver appointed for any part of its assets, had an encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.
(i) If the Vendor is resident in or otherwise subject to securities laws of an International Jurisdiction, the Subscriber also represents and warrants to Cross River that, at the time of execution of this Agreement and at Closing:
(i) the Vendor is knowledgeable of securities laws of its International Jurisdiction having application or jurisdiction over the Vendor and the Transaction, which apply to this Agreement;
(ii) the Vendor is acquiring its respective Payment Shares pursuant to exemptions from any prospectus, registration or similar requirements under the laws of that International Jurisdiction or, if such is not applicable, the Vendor is permitted to acquire its respective Payment Shares;
(iii) no laws in that International Jurisdiction require the Issuer to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the International Jurisdiction; and
(iv) the delivery of this Agreement and the issuance of the Payment Shares to the Vendor complies with or will comply with, as applicable, all applicable laws of the jurisdiction of residence or domicile of the Vendor and all other applicable laws and will not cause Cross River to become subject to or comply with any disclosure, prospectus or reporting requirements under any such applicable laws.

{42}------------------------------------------------

SCHEDULE "E"

THE PROPERTY

List of Claims

Right Number	Holder Name	Issue Date	Expiry Date	Term	No. of Claims*	Calculated Assessment	Credit	Assessment Due	Renewal Fees Due	Total Due
55117	Continental Lithium Ltd.	2022-06-17	2026-06-17	2	80	\$32,000	\$(5,301)	\$26,699	\$1,600	\$28,299
55118	Continental Lithium Ltd.	2022-06-17	2026-06-17	2	80	\$32,000	\$(1,434)	\$30,566	\$1,600	\$32,166
55165	Continental Lithium Ltd.	2022-08-11	2026-08-11	2	48	\$19,200	\$(6,272)	\$12,928	\$960	\$13,888
55166	Continental Lithium Ltd.	2022-08-11	2026-08-11	2	38	\$15,200	\$(600)	\$14,600	\$760	\$15,360
55184	Continental Lithium Ltd.	2022-08-17	2026-08-17	2	6	\$2,400	\$(176)	\$2,224	\$120	\$2,344
55289	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55290	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55291	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55292	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55293	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55294	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55295	Continental Lithium Ltd.	2022-09-23	9/23/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55299	Continental Lithium Ltd.	2022-09-26	9/26/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55300	Continental Lithium Ltd.	2022-09-26	9/26/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55301	Continental Lithium Ltd.	2022-09-26	9/26/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55302	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(6,944)	\$25,056	\$1,600	\$26,656
55303	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(18,196)	\$13,804	\$1,600	\$15,404
55304	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	12	\$4,800	\$(7,555)	\$ -	\$240	\$ 240
55305	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	16	\$6,400	\$(4,053)	\$2,347	\$320	\$2,667
55306	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(4,897)	\$27,103	\$1,600	\$28,703
55307	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(10,509)	\$21,491	\$1,600	\$23,091
55308	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	8	\$3,200	\$ (891)	\$2,309	\$160	\$2,469
55309	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(312,702)	\$ -	\$1,600	\$1,600
55310	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(361,337)	\$ -	\$1,600	\$1,600
55312	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(77,090)	\$ -	\$1,600	\$1,600
55313	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(7,065)	\$24,935	\$1,600	\$26,535
55314	Continental Lithium Ltd.	2022-09-27	2026-09-27	2	80	\$32,000	\$(9,860)	\$22,140	\$1,600	\$23,740
55315	Continental Lithium Ltd.	2022-09-28	2026-09-28	2	80	\$32,000	\$(1,584)	\$30,416	\$1,600	\$32,016
55316	Continental Lithium Ltd.	2022-09-28	2026-09-28	2	80	\$32,000	\$(5,014)	\$26,986	\$1,600	\$28,586
55317	Continental Lithium Ltd.	2022-09-28	2026-09-28	2	80	\$32,000	\$(9,063)	\$22,937	\$1,600	\$24,537
55325	Continental Lithium Ltd.	2022-09-28	2026-09-28	2	80	\$32,000	\$(1,511)	\$30,489	\$1,600	\$32,089
55326	Continental Lithium Ltd.	2022-09-28	2026-09-28	2	80	\$32,000	\$(1,511)	\$30,489	\$1,600	\$32,089
55318	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55321	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55322	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55323	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55324	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55328	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55329	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55330	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440

{43}------------------------------------------------

55331	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55332	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440
55333	Continental Lithium Ltd.	2022-09-28	9/28/2026	2	32	\$12,800	\$-	\$12,800	\$640	\$13,440

{44}------------------------------------------------

AI assistant

Cross River Ventures Corp. — M&A Activity 2026

47584_rns_2026-02-06_308f8936-4a4a-48f1-89f5-4365e28ca66b.pdf

CROSS RIVER VENTURES CORP.

SCOTIA LITHIUM CORP.

THE SHAREHOLDERS OF SCOTIA LITHIUM CORP. THAT HAVE EXECUTED AND DELIVERED A SCOTIA LITHIUM SHAREHOLDER CONSENT AGREEMENT SUBSTANTIALLY IN THE FORM ATTACHED HERETO AS SCHEDULE "A"

BUSINESS COMBINATION AGREEMENT

TABLE OF CONTENTS

BUSINESS COMBINATION AGREEMENT

BETWEEN:

ARTICLE 1 DEFINITIONS

ARTICLE 2 THE TRANSACTION

2.1 Transaction Items

Officers:

Directors:

2.2 General

ARTICLE 3 REPRESENTATIONS AND WARRANTIES

ARTICLE 4 COVENANTS

ARTICLE 5 CONDITIONS

5.4 Standstill.

ARTICLE 6 SURVIVAL OF REPRESENTATIONS AND WARRANTIES

ARTICLE 7 AMENDMENT AND TERMINATION

ARTICLE 8 CLOSING ARRANGEMENTS

8.2 Closing Steps:

ARTICLE 9 APPOINTMENT OF SCOTIA LITHIUM

9.1 Terms of Appointment.

ARTICLE 10 GENERAL

(b) If to Scotia Lithium:

10.2 Public Announcement; Disclosure and Confidentiality.

10.3 Assignment.

CROSS RIVER VENTURES CORP. SCOTIA LITHIUM CORP.

SCHEDULE "A" SCOTIA LITHIUM SHAREHOLDER CONSENT AGREEMENT

BETWEEN:

CROSS RIVER VENTURES CORP.

AND:

SCOTIA LITHIUM CORP.

AND:

WHEREAS:

SCHEDULE "B" REPRESENTATIONS AND WARRANTIES RELATED TO SCOTIA LITHIUM AND CONTINENTAL LITHIUM

SCHEDULE "C" REPRESENTATIONS AND WARRANTIES OF CROSS RIVER

SCHEDULE "D" REPRESENTATIONS AND WARRANTIES OF THE VENDORS

SCHEDULE "E"

THE PROPERTY

List of Claims

Claims Map

More from Cross River Ventures Corp.

Cross River Ventures Corp. M&A Activity 2026