Delta Resources Limited — Capital/Financing Update 2023

May 19, 2023

Execution Version

UNDERWRITING AGREEMENT

May 17, 2023

Delta Resources Limited 1718 Christine Street Kingston, Ontario K7L 4V4

Attention: André Tessier, President, Chief Executive Officer, and Director

Dear Sir:

Cormark Securities Inc. ("Cormark"), Desjardins Securities Inc., and Haywood Securities Inc. (collectively with Cormark, the "Underwriters") understand that Delta Resources Limited (the "Company") intends to create, issue and sell: (i) 7,143,000 "flow-through" units of the Company (each, an "FT Unit") at a price of $0.63 per FT Unit (the "FT Offering Price"), with each FT Unit comprised of one FT Unit Share (as defined below) and one-half of one Common Share purchase warrant of the Company (each whole Common Share purchase warrant, a "Warrant"); and (ii) 7,778,000 units of the Company (each, a "HD Unit") at a price of $0.45 per HD Unit (the "HD Offering Price"), with each HD Unit comprised of one HD Unit Share (as defined below) and one-half of one Warrant, for aggregate gross proceeds of $8,000,190. Each Warrant shall entitle the holder thereof to purchase, subject to adjustments in certain circumstances, one Common Share (as defined below) (each a "Warrant Share") at a price of $0.63 per Warrant Share for a period of two years following the Closing Date (as defined below). The Warrants will be issued under a warrant indenture (the "Warrant Indenture") between the Company and TSX Trust Company, as warrant agent, dated the Closing Date.

The FT Unit Shares and Warrants comprising the FT Units will qualify as "flow-through shares" as defined in subsection 66(15) of the Tax Act (as defined below), with each FT Unit entitling the holder to a renunciation of Qualifying Expenditures (as defined below). Any Warrant Shares issued upon the exercise of Warrants will be issued on a non-flow-through basis.

Upon and subject to the terms and conditions set forth herein, the Underwriters hereby agree to act as underwriters and purchase severally, and not jointly nor jointly and severally, in the respective percentages set out in Section 15, from the Company, and by its acceptance hereof, the Company agrees to sell to the Underwriters, 7,143,000 FT Units at the FT Offering Price per FT Unit and 7,778,000 HD Units at the HD Offering Price per HD Unit on the Closing Date, for aggregate gross proceeds to the Company of $8,000,190.

In addition, in connection with the Offering, the Company hereby grants the Underwriters an option (the "Underwriters' Option") to purchase that number of additional FT Units and/or HD Units for aggregate gross proceeds to the Company of up to $2,000,000 on the same terms as above. The Underwriters' Option shall be exercisable, in whole or in part, by the Underwriters in their sole discretion, until 48 hours prior to the Closing Date.

Unless the context otherwise requires, all references to the "Securities", "FT Units", "HD Units", "FT Unit Shares", "HD Unit Shares", and "Warrants" shall include any securities issued by the Company pursuant to the full exercise of the Underwriters' Option, all references to "Warrant Shares" shall include the additional Warrant Shares issuable upon the exercise of Warrants resulting from the full exercise of the Underwriters' Option, and the offering of the FT Units and HD Units by the Company is hereinafter referred to as the "Offering".

Although the offer to purchase the FT Units and HD Units is being made by the Underwriters, the Underwriters will endeavour to arrange for the offer of the FT Units and HD Units to substituted Purchasers (as defined below) resident in the Selling Jurisdictions (as defined below) within Canada by way of a private placement to "accredited investors" as such term is defined in NI 45-106 (as defined below). The HD Units may be distributed to substituted Purchasers in Selling Jurisdictions outside of Canada and the United States in such jurisdictions as the Company and the Underwriters may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction. To the extent that substituted Purchasers purchase FT Units and HD Units on the Closing Date, the Underwriters shall not be obligated to purchase the number of FT Units and HD Units so purchased by such substituted Purchasers.

In consideration of the Underwriters' services to be rendered in connection with the Offering, the Company agrees to pay the Underwriters' Fee (as defined below) and issue the Compensation Warrants (as defined below) to the Underwriters on the Closing Date, all as more particularly set out in this Agreement.

The Company agrees that the Underwriters will be permitted to appoint, at their sole expense, other registered dealers or other dealers duly qualified in their respective jurisdictions, in each case acceptable to the Company, acting reasonably, as its agents to assist with the Offering in the Selling Jurisdictions and that the Underwriters may determine the remuneration payable by the Underwriters to such other dealers appointed by them, provided that such remuneration shall not in any way increase the aggregate Underwriters' Fee payable by the Company to the Underwriters under this Agreement.

This offer is conditional upon and subject to the additional terms and conditions set forth below.

1. Interpretation

1.1 Unless expressly provided otherwise herein, where used in this Agreement or any schedule attached hereto, the following terms have the following meanings, respectively:

"10% Default Event" has the meaning ascribed thereto in Section 15.1;

"Action" means any action, claim, demand, complaint, proceeding, investigation, suit, cause of action, charge, judgment, order, writ, injunction, decree, contingent or otherwise, judicial, administrative or otherwise;

"Affiliates" means affiliates of the Underwriters;

"Aggregate Commitment Amount" means the aggregate of the FT Offering Price paid by the FT Purchasers on the Closing Date for the subscription of the FT Units;

"Agreement" means this underwriting agreement between the Company and the Underwriters;

"Applicable Anti-Money Laundering Laws" has the meaning ascribed thereto in Section 5.1(nn);

"Applicable Securities Laws" means, as applicable, the securities Laws, regulations, rules, rulings and orders in each of the Selling Jurisdictions, and the applicable published policy statements, notices, blanket rulings, orders and all other regulatory instruments of the Securities Regulators in each of the Selling Jurisdictions;

"Books and Records" means books, ledgers, files, minute books, lists, reports, plans, logs, deeds, surveys, correspondence, operating records, Tax Returns and other data and information, including all data and information stored on computer-related or other electronic media, maintained with respect to the Company by the Company;

"Business Day" means a day other than a Saturday, Sunday or any other day on which the principal chartered banks located in Toronto, Ontario or Montréal, Québec are not open for business;

"Canadian Exploration Expense" or "CEE" means an expense described in paragraph (f) of the definition of "Canadian exploration expense" in subsection 66.1(6) of the Tax Act, or that would be described in paragraph (h) of that definition if the references therein to "paragraph (a) to (d) and (f) to (g.4)" were a reference to "paragraph (f)", other than amounts which are (i) prescribed to be "Canadian exploration and development overhead expense" for the purposes of paragraph 66(12.6)(b) of the Tax Act; (ii) Canadian exploration expenses to the extent of the amount of any assistance described in paragraph 66(12.6)(a) of the Tax Act; (iii) the cost of acquiring or obtaining the use of seismic data described in paragraph 66(12.6)(b.1) of the Tax Act; or (iv) any expenses for prepaid services or rent that do not qualify as outlays and expenses for the period as described in the definition of the term "expense" in subsection 66(15) of the Tax Act;

"Canadian Securities Laws" means, collectively, all Canadian Applicable Securities Laws;

"Closing" means the completion of the sale of the FT Units and HD Units as contemplated by this Agreement and the Subscription Agreements;

"Closing Date" means May 17, 2023 or such other date as the Company and Cormark, on behalf of the Underwriters, may mutually agree;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date, or such other time on the Closing Date as the Company and Cormark, on behalf of the Underwriters, may mutually agree;

"Commitment Amount", in respect of a FT Purchaser, means the aggregate of the FT Offering Price paid by the FT Purchaser on the Closing Date for the subscription of FT Units pursuant to a Subscription Agreement in respect of FT Units entered into between the FT Purchaser and the Company;

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

"Company" has the meaning ascribed thereto on the face page of this Agreement;

"Company Assets" has the meaning ascribed thereto in Section 5.1(ee)(i);

"Compensation Warrants" has the meaning ascribed thereto in Section 12.2;

"Compensation Warrant Certificates" means the definitive certificates representing the Compensation Warrants issuable to the Underwriters in connection with the Offering;

"Compensation Warrant Shares" means the Common Shares issuable upon exercise of the Compensation Warrants;

"Contract" means any contract, note, mortgage, indenture, non-governmental permit or licence, franchise, lease or other contract, agreement, commitment or arrangement binding upon the Company;

"CRA" means the Canada Revenue Agency;

"Delta-1 Eureka Option Agreement" means the option agreement dated October 2, 2019, among the Company, Barbara D'Silva and Douglas Parker in relation to the Delta-1 Eureka Property.

"Delta-1 Eureka Property" consists of the mineral claims and mining leases located in Ontario comprising the Company's project known as the "Delta-1/Eureka Property", as described in the Financial Statements;

"Disclosure Documents" means all of the public documents filed by the Company, or any predecessor entities thereof, on SEDAR since January 1, 2021;

"Eligible Ontario Exploration Expenditure" means an expenditure that is an "eligible Ontario exploration expenditure" as defined in subsection 103(4) of the Taxation Act, 2007 (Ontario);

"Encumbrance" means any mortgage, pledge, assignment, charge, lien, claim, security interest, adverse interest, other third person interest or encumbrance of any kind, whether contingent or absolute, and any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing;

"Engagement Letter" means the engagement letter entered into among the Underwriters and the Company dated April 27, 2023, as amended;

"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 (ii) the manufacture, processing, distribution, use, treatment, storage, disposal, transport, handling and the like of Hazardous Substances;

"Financial Statements" means the audited financial statements of the Company for the fiscal years ended December 31, 2022 and 2021;

"Flow-Through Mining Expenditure" means an expense that will, once renounced by the Company to: (i) a Purchaser who is an individual (other than a trust or estate), qualify as a "flow-through mining expenditure" as defined in subsection 127(9) of the Tax Act of the Purchaser; or (ii) a Purchaser that is a partnership, qualify as a "flow-through mining expenditure" as defined in subsection 127(9) of the Tax Act of the members of the Purchaser who are individuals (other than a trust or estate) to the extent of their respective shares of the expense so renounced;

"Follow-On Transaction" shall have the meaning ascribed to such term in Section 2.5(a);

"FT Offering Price" has the meaning ascribed thereto on the face page of this Agreement;

"FT Purchasers" means the persons who, as purchasers or beneficial purchasers, acquire the FT Units by duly completing, executing and delivering the Subscription Agreements in respect of FT Units and any other required documentation;

"FT Unit" has the meaning ascribed thereto on the face page of this Agreement;

"FT Unit Share" means a Common Share partially comprising the FT Units;

"Governmental Entity" means any federal, provincial, state, local, municipal, regional, territorial, aboriginal, or other government, governmental or public department, branch, ministry, or court, domestic or foreign, including any district, agency, commission, board, arbitration panel or authority exercising or entitled to exercise any administrative, executive, judicial, ministerial, prerogative, legislative, regulatory or taxing authority or power of any nature as well as any quasi-governmental or private body exercising any regulatory, expropriation or taxing authority under or for the account of any of them, and any subdivision of any of them;

"Gross Proceeds" means the aggregate gross proceeds from the issuance and sale of the HD Units and the FT Units under the Offering;

"Hazardous Substance" means any substance or material that is prohibited, controlled or regulated by any Governmental Entity pursuant to Environmental Laws;

"HD Offering Price" has the meaning ascribed thereto on the face page of this Agreement;

"HD Unit Purchasers" means the persons who, as purchasers or beneficial purchasers, acquire the HD Units by duly completing, executing and delivering the Subscription Agreements in respect of HD Units and any other required documentation;

"HD Unit Share" means a Common Share partially comprising an HD Unit;

"HD Units" has the meaning ascribed thereto on the face page of this Agreement;

"IFRS" means International Financial Reporting Standards issued by the International Accounting Standards Board, namely, the standards, interpretations and the framework for the preparation and presentation of financial statements (in the absence of a standard or interpretation), as adopted in Canada by the Accounting Standards Board of the Chartered Professional Accountants of Canada, that are applicable to the circumstances as of the date of determination, consistently applied;

"including" means including without limitation (and "include" or "includes" have similar extended meanings);

"Indemnity Notice" shall have the meaning ascribed to such term in Section 4.2(e);

"Indemnified Person" has the meaning ascribed thereto in Section 4.2(e);

"Indemnified Tax" shall have the meaning ascribed to such term in Section 4.2(e);

"Laws" means all laws, statutes, codes, ordinances, decrees, rules, regulations, bylaws, statutory rules, principles of law, published policies and guidelines, judicial or arbitral or administrative or ministerial or departmental or regulatory judgments, orders, decisions, rulings or awards, including general principles of common and civil law, and the terms and conditions of any grant of approval, permission, authority or licence of any Governmental Entity, and the term "applicable" with respect to Laws and in a context that refers to one or more persons, means that the Laws apply to the person or persons, or its or their business, undertaking, property or securities, and emanate from a Governmental Entity having jurisdiction over the person or persons or its or their business, undertaking, property or securities;

"Look-Back Rule" means subsection 66(12.66) of the Tax Act;

"Material Adverse Effect" means, with respect to an entity, any event, occurrence, fact, condition or change that is, or could reasonably be expected to become, individually or in the aggregate, materially adverse to: (i) the business, operations, results of operations or condition (financial or otherwise) of such entity; or (ii) the ability of such entity to consummate the transactions contemplated by this Agreement in respect of the Offering on a timely basis;

"misrepresentation", "material fact", "material change", "affiliate", "associate", and "distribution" have the respective meanings ascribed thereto in the Securities Act (Ontario);

"Net Proceeds" means the Gross Proceeds less an amount equal to the sum of the Underwriters' Fee and the Underwriters' Expenses;

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

"NI 45-106" means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators;

"Offering" has the meaning ascribed thereto on the face page of this Agreement;

"Offering Documents" means, collectively, this Agreement, the Subscription Agreements, the Warrant Indenture, and the Compensation Warrant Certificates;

"person" includes any individual, corporation, limited partnership, general partnership, joint stock company or association, joint venture association, company, trust, bank, trust company, land trust, investment trust, society or other entity, organization, syndicate, whether incorporated or not, trustee, executor or other legal personal representative, and governments and agencies and political subdivisions thereof;

"Personnel" has the meaning ascribed thereto in Section 9.1;

"Prescribed Forms" means the forms prescribed from time to time under subsection 66(12.7) of the Tax Act and under the applicable provision of any relevant provincial tax legislation, filed or to be filed by the Company within the prescribed time renouncing to the FT Purchasers the Qualifying Expenditures incurred (or deemed to be incurred) pursuant to the Subscription Agreements in respect of FT Units and all parts or copies of such forms required by the CRA and any applicable provincial tax authority, to be delivered to the FT Purchasers;

"Prescribed Relationship" means a relationship between the Company and a FT Purchaser where the FT Purchaser and the Company are related or otherwise do not deal at arm's length for purposes of the Tax Act;

"President's List" has the meaning ascribed thereto in Section 12.1;

"Principal Business Corporation" means a "principal-business corporation" as defined in subsection 66(15) of the Tax Act;

"Purchasers" means collectively the FT Purchasers and HD Unit Purchasers, as substituted purchasers who purchase FT Units and HD Units pursuant to the Subscription Agreements, as applicable, and each such purchaser, a "Purchaser";

"Qualifying Expenditure" means an expense which is a CEE and which will qualify as (i) a Flow-Through Mining Expenditure; and (ii) an Eligible Ontario Exploration Expenditure in the case of a FT Purchaser who is a qualifying individual (other than a trust), as defined under subsection 103(2) of the Taxation Act, 2007 (Ontario), for the applicable taxation year (and who is not bankrupt at any time in the calendar year containing the taxation year);

"Reporting Provinces" means Alberta, British Columbia, Ontario, and Quebec;

"Securities" means, collectively, the FT Units, HD Units, FT Unit Shares, HD Unit Shares, Warrants, and Warrant Shares;

"Securities Regulator" means, in respect of any jurisdiction, the securities regulator or other securities regulatory authority of that jurisdiction;

"SEDAR" means the System for Electronic Document Analysis and Retrieval;

"Selling Jurisdictions" means, collectively, (i) all of the provinces and territories of Canada; and (ii) such other jurisdictions outside of Canada and the United States as mutually agreed between the Company and the Underwriters, provided that such sales are completed in such a manner so as not to require the filing of a prospectus, registration statement or offering memorandum or similar document and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of the Company;

"Subscription Agreements" means the subscription agreements for FT Units and HD Units, in the forms agreed upon by the Company and the Underwriters, for the purchase and sale of the FT Units and HD Units

to substituted Purchasers pursuant to the Offering as contemplated herein and shall include, for greater certainty, all schedules thereto (including the Term Sheet), as applicable, and each such subscription agreement, a "Subscription Agreement";

"subsidiary" has the meaning ascribed thereto in the Business Corporations Act (Ontario);

"Tax Act" means the Income Tax Act (Canada) and any proposed amendments thereto announced publicly by or on behalf of the Minister of Finance (Canada) on or prior to the date of the Subscription Agreements;

"Tax" and "Taxes" means all taxes, assessments, charges, dues, duties, rates, fees, imposts, levies and similar charges of any kind lawfully levied, assessed or imposed by any Governmental Entity, including all income taxes (including any tax on or based upon net income, gross income, income as specially defined, earnings, profits or selected items of income, earnings or profits) and all capital taxes, gross receipts taxes, environmental taxes, sales taxes, use taxes, ad valorem taxes, value added taxes, transfer taxes (including, without limitation, taxes relating to the transfer of interests in real property or entities holding interests therein), franchise taxes, licence taxes, withholding taxes, payroll taxes, employment taxes, Canada Pension Plan contributions, excise, severance, social security, workers' compensation, employment insurance or compensation taxes or premium, stamp taxes, occupation taxes, premium taxes, property taxes, windfall profits taxes, alternative or add-on minimum taxes, goods and services tax, customs duties or other taxes, fees, imports, assessments or charges of any kind whatsoever, together with any interest and any penalties or additional amounts imposed by any taxing authority (domestic or foreign) on such entity, and any interest, penalties, additional taxes and additions to tax imposed with respect to the foregoing;

"Tax Law" means any Law that imposes Taxes or that deals with the administration or enforcement of liabilities for Taxes, including under the Tax Act;

"Tax Returns" means any return, report, declaration, designation, election, undertaking, waiver, notice, filing, information return, statement, form, certificate or any other document or materials relating to Taxes, including any related or supporting information with respect to any of the foregoing, filed or to be filed with any Governmental Entity in connection with the determination, assessment, collection or administration of Taxes;

"Term Sheet" means the term sheet of the Company included in the Subscription Agreements in respect of the Offering;

"Termination Date" means December 31, 2024;

"TSXV" means the TSX Venture Exchange;

"TSXV Listing" means listing on the TSXV of the FT Unit Shares, HD Unit Shares, Warrant Shares, and Compensation Warrant Shares issuable in connection with the Offering;

"TSXV Listing Approval" means the conditional approval of the TSXV for the TSXV Listing;

"Underwriters" has the meaning ascribed thereto on the face page of this Agreement;

"Underwriters' Expenses" has the meaning ascribed thereto in Section 10.1;

"Underwriters' Fee" has the meaning ascribed thereto in Section 12.1;

"Underwriters' Option" has the meaning ascribed thereto on the face page of this Agreement;

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

"U.S. Securities Act" means the United States Securities Act of 1933, as amended;

"Warrant" means a whole Common Share purchase warrant of the Company partially comprising the FT Units and HD Units;

"Warrant Indenture" has the meaning ascribed thereto on the second page of this Agreement; and

"Warrant Share" means a Common Share issuable upon exercise of a Warrant.

1.2 Division and Headings: The division of this Agreement into sections, subsections, paragraphs and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. Unless something in the subject matter or context is inconsistent therewith, references herein to sections, subsections, paragraphs and other subdivisions are to sections, subsections, paragraphs and other subdivisions of this Agreement.

1.3 Governing Law: This Agreement shall be governed by and construed in accordance with the Laws of the Province of Ontario and the federal Laws of Canada applicable therein and the parties hereto irrevocably accept and attorn to the exclusive jurisdiction of the courts of the Province of Ontario.

1.4 Currency: Except as otherwise indicated, all amounts expressed herein in terms of money refer to lawful currency of Canada and all payments to be made hereunder shall be made in such currency.

1.5 Schedules: Schedule "A" – Form of Lock-Up Agreement, as attached to this Agreement, is deemed to be a part of this Agreement and is hereby incorporated by reference herein.

2. Nature of Transaction

2.1 Sale on Exempt Basis. the Company acknowledges that although the offer to purchase the FT Units and HD Units is being made by the Underwriters, the Underwriters will endeavour to arrange for the offer of the FT Units and HD Units to substituted Purchasers resident in the Selling Jurisdictions within Canada by way of a private placement to "accredited investors" as such term is defined in NI 45-106. The HD Units may be distributed to substituted Purchasers in Selling Jurisdictions outside of Canada and the United States in such jurisdictions as the Company and the Underwriters may agree, where they may be lawfully sold on a basis exempt from the prospectus, registration and similar requirements of any such jurisdiction. The Underwriters acknowledge that, subject to the conditions contained in Section 6 hereof being satisfied and subject to the rights of the Underwriters contained in Section 9 hereof, the Underwriters shall become obligated to purchase or cause to be purchased all of the FT Units and HD Units. To the extent that substituted Purchasers purchase FT Units and HD Units on the Closing Date, the Underwriters shall not be obligated to purchase the number of FT Units and HD Units so purchased by such substituted Purchasers.

2.2 United States Sales. The parties to this Agreement acknowledge that the Securities have not been and will not be registered under the U.S. Securities Act or applicable state securities Laws, and may not be offered, sold, pledged or otherwise transferred, directly or indirectly, in the United States except pursuant to exemptions from the registration requirements of the U.S. Securities Act and the applicable Laws of any applicable state of the United States.

2.3 Filings. The Company hereby agrees to comply with all Applicable Securities Laws on a timely basis in connection with the Offering and undertakes to file, or cause to be filed, within the periods stipulated under Applicable Securities Laws, all forms, documents or undertakings required to be filed by the Company in connection with the issue and sale of the FT Units and HD Units so that the distribution of the FT Units and HD Units may lawfully occur without the necessity of filing a prospectus, a registration statement or other offering document with any Securities Regulator in the Selling Jurisdictions, and the Underwriters agree to assist the Company in all reasonable respects to secure compliance with all regulatory requirements in connection with the Offering. All fees payable in connection with such filings shall be paid by the Company.

2.4 Solicitation of Orders. Neither the Company nor the Underwriters shall: (i) other than the Term Sheet, provide to prospective Purchasers of the FT Units or HD Units any document or other material that would constitute an offering memorandum or "future-oriented financial information" within the meaning of Applicable Securities Laws; or (ii) engage in any form of general solicitation or general advertising in connection with the offer and sale of the FT Units and HD Units, including but not limited to, causing the sale of the FT Units and HD Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the FT Units and HD Units whose attendees have been invited by general solicitation or advertising.

2.5 Follow-On Transactions.

• (a) The Company understands that one or more FT Purchasers, or beneficial purchasers for whom such FT Purchasers are contracting under the Subscription Agreements, are acquiring the FT Unit Shares or Warrants comprising the FT Units with the intention of (i) donating all or a portion of such FT Unit Shares or Warrants to a "qualified donee", as defined in the Tax Act, as part of a charitable donation arrangement promoted by a third party; or (ii) immediately selling all or a portion of the FT Unit Shares or Warrants to a third party (each a "Follow-On Transaction").
• (b) The Underwriters do not act, and will not purport to act, as agent or representative of the Company in connection with any Follow-On Transaction and services or activities, if any, performed by the Underwriters in connection with any Follow-On Transaction are excluded from this Agreement. The consideration payable to the Underwriters hereunder is for the Underwriters' services in respect of the Offering only. The parties further acknowledge that the Company is not entitled, and will not become entitled, to receive any consideration in respect of any Follow-On Transaction that might occur.
• (c) The Company shall not be liable or responsible for any breach of any covenant or representation given in this Agreement which is dependent solely on FT Unit Shares and Warrants comprising the FT Units qualifying as "flow-through shares" as defined in subsection 66(15) of the Tax Act, if the only reason that the FT Unit Shares and Warrants comprising the FT Units do not so qualify is that they are "prescribed shares" or "prescribed rights", as the case may be, under subsection 6202.1(1) of the Income Tax Regulations (Canada) as a result of a Follow-On Transaction. For certainty, all other covenants and representations given by the Company in this Agreement which are not affected directly by any Follow-On Transaction shall remain in full force and effect.

3. Representations, Warranties and Covenants of the Underwriters

3.1 Each Underwriter hereby severally, and neither jointly nor jointly and severally, represents, warrants and covenants to the Company that (and will use its commercially reasonable efforts to cause any members of its selling groups to ensure that):

• (a) it has good and sufficient power, capacity and authority to enter into this Agreement and complete the transactions contemplated under this Agreement on the terms and conditions set forth herein;
• (b) it will conduct activities in connection with arranging for the sale and distribution of the FT Units and HD Units in compliance with all Applicable Securities Laws and the provisions of this Agreement;
• (c) it has not and will not, directly or indirectly, sell or solicit offers to purchase the FT Units and HD Units or distribute or publish any offering circular, prospectus, form of application, advertisement or other offering materials in any country or jurisdiction so as to require registration of the FT Units or HD Units or filing of a prospectus or similar document with respect thereto or compliance by the Company with regulatory requirements (including any continuous disclosure obligations or similar reporting obligations) under the Applicable Securities Laws;
• (d) it will obtain from each Purchaser an executed Subscription Agreement (including all certifications, forms, and other documentation contemplated thereby) and all other applicable forms, reports, undertakings and documentation required under Applicable Securities Laws or required by the Company; and
• (e) it is duly registered pursuant to the provisions of the Applicable Securities Laws and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of a selling group who are so registered or licensed.

4. Covenants of the Company

4.1 General Covenants. The Company hereby covenants to the Underwriters, and to the Purchasers, as applicable, and acknowledges that each of them is relying on such covenants in connection with the purchase of the FT Units and HD Units, as applicable, and the completion of the Offering, as follows:

• (a) The Company shall duly execute and deliver, at or prior to the Closing Time, the Offering Documents and comply with and satisfy, in all material respects, all terms, conditions and covenants therein contained to be complied with or satisfied by the Company;

• (b) The Company shall use its commercially reasonable efforts to fulfill, at or prior to the Closing Time, each of the conditions set out in Section 6;

• (c) The Company shall ensure that the FT Unit Shares, HD Unit Shares, Warrant Shares, and Compensation Warrant Shares upon issuance, are duly and validly issued as fully paid and non-assessable Common Shares, and shall have the attributes corresponding in all material respects to the description thereof set forth in the Offering Documents;

• (d) The Company shall ensure that the Warrants, upon issuance, are duly and validly created and shall have the attributes corresponding in all material respects to the description thereof set forth in the Warrant Indenture;

• (e) The Company shall ensure that the Compensation Warrants shall be duly and validly created, authorized and issued, and shall have attributes corresponding in all material respects to the description thereof set forth in the Offering Documents;

• (f) The Company will use its commercially reasonable efforts to maintain its status as a "reporting issuer" (or the equivalent thereof) not in default of the requirements of the Canadian Securities Laws in each of the Reporting Provinces until the date that is two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Company ceasing to be a "reporting issuer" so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or a combination of securities and cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV.

• (g) The Company will use its commercially reasonable efforts to maintain the listing of the Common Shares for trading on the TSXV for a period of two years following the Closing Date, provided that this covenant shall not prevent the Company from completing any transaction which would result in the Common Shares ceasing to be listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or a combination of securities and cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSXV.

• (h) As soon as reasonably practicable, and in any event at or before the Closing Time, the Company shall take all steps, if any, as may be necessary to enable the FT Units and HD Units to be offered for sale and sold on a private placement basis in Canada through the Underwriters or any other investment dealers or brokers properly registered in such Selling Jurisdictions in a category of registration permitting them to sell FT Units or HD Units, as the case may be, by way of the exemptions from the prospectus requirements set forth in the Canadian Securities Laws in accordance with the terms of this Agreement. The Company shall not take any action that would prevent the Company and the Underwriters from relying on the exemptions from any prospectus requirements of Canadian Securities Laws as contemplated by this Agreement and the Subscription Agreements.

• (i) The Company will execute and file with the Securities Regulators and the TSXV, as applicable, all forms, notices and certificates required to be filed by the Company pursuant to the Canadian Securities Laws and the rules and policies of the TSXV in the time required thereby, including, for greater certainty, a Form 45-106F1 and any other applicable forms, notices and certificates required under Canadian Securities Laws.

• (j) The Company shall use the Net Proceeds to directly or indirectly: (i) in respect of gross proceeds obtained from the sale of the FT Units, incur Qualifying Expenditures on exploration programs of the Company on its projects located in Ontario; and (ii) in respect of the net proceeds from the sale of the HD Units, for working capital and general corporate purposes.

• (k) The Company shall on or prior to the date hereof have retained TSX Trust Company as warrant agent in respect of the Warrants;

• (l) The Company shall not issue or sell any Common Shares or financial instruments convertible or exercisable into Common Shares or announce any intention to do so until the date which is 120 days after the Closing Date without the prior written consent of Cormark, such consent not to be unreasonably withheld, conditioned or delayed, except in conjunction with: (i) the Offering; (ii) the grant or exercise of equity incentives and other similar issuances, in each case pursuant to the Company's existing equity incentive plans and other share compensation arrangements; (iii) the exercise of instruments of the Company outstanding as of the date of the Engagement Letter; and (iv) the issuance of securities by the Company in connection with arm's length acquisitions.

• (m) The Company shall use its commercially reasonable efforts to cause each of the directors, officers, and principal shareholders of the Company to execute and deliver lock-up agreements in the form of Schedule "A" attached to this Agreement at or prior to the Closing Time in accordance with Section 6.1(k);

• (n) The Company shall use its commercially reasonable efforts to ensure the TSXV Listing Approval is obtained prior to the Closing Date;

• (o) The Company shall use its commercially reasonable efforts to obtain all consents, including approvals, permits, authorizations or filings as may be required under applicable corporate Laws and Applicable Securities Laws or otherwise necessary for the execution and delivery of and the performance by the Company of its obligations under the Offering Documents, as applicable;

• (p) For a period of two years following the Closing Date, the Company will continue to perform in all material respects all obligations (including all necessary work, expenditure and payment obligations) in a timely manner (and in accordance with all applicable work program, expenditure and payment schedules or requirements) under the Delta-1 Eureka Option Agreement and will continue to operate in accordance with the terms of and remain in material compliance with all terms and conditions contained in the Delta-1 Eureka Option Agreement.

• (q) The Company shall forthwith notify the Underwriters of any breach by the Company of any covenant contained in the Offering Documents or upon it becoming aware that any representation or warranty of the Company contained in the Offering Documents is or has become untrue or inaccurate in any material respect;

4.2 Flow-Through Share Covenants. The Company hereby covenants to the Underwriters and the Purchasers, and acknowledges that the Underwriters and the Purchasers are relying on such covenants in connection with the entering into of this Agreement and the Subscription Agreements, respectively, as follows:

(a) The Company agrees to incur (or be deemed to have incurred) Qualifying Expenditures in an amount equal to the Aggregate Commitment Amount on or after the Closing Date and on or before the Termination Date in accordance with this Agreement and the Subscription Agreements in respect of FT Units and agrees to renounce to each FT Purchaser, with an effective date no later than December 31, 2023, pursuant to

subsection 66(12.6) of the Tax Act, in conjunction with the Look-Back Rule (provided that (i) the FT Purchaser has paid their Commitment Amount to the Company before December 31, 2023; and (ii) in respect of renunciations pursuant to the Look-Back Rule, the FT Purchaser (or if the FT Purchaser is a partnership, any partner thereof) does not have a Prescribed Relationship with the Company in 2024), Qualifying Expenditures incurred (or deemed to be incurred) by the Company on or after the Closing Date and on or before the Termination Date, in an amount equal to their applicable Commitment Amount;

• (b) Unless required to do so pursuant to subsection 66(12.73) of the Tax Act, the Company shall not reduce the amount renounced to the FT Purchasers pursuant to subsection 66(12.6) of the Tax Act. If the Company receives, or becomes entitled to receive, or may reasonably be expected to receive, any assistance which is described in the definition of "assistance" in subsection 66(15) of the Tax Act and the receipt of or entitlement or reasonable expectation to receive such assistance has or will have the effect of reducing the amount of Qualifying Expenditures validly renounced to a FT Purchaser to less than their applicable Commitment Amount, the Company will incur (or be deemed to have incurred) additional Qualifying Expenditures using funds from sources other than the Commitment Amount in an amount equal to such assistance, such that the aggregate Qualifying Expenditures renounced to the FT Purchaser effective no later than December 31, 2023 (provided that (i) the FT Purchaser has paid the Commitment Amount to the Company before December 31, 2023; and (ii) in respect of renunciations pursuant to the Look-Back Rule, the FT Purchaser (or if the FT Purchaser is a partnership, any partner thereof) does not have a Prescribed Relationship with the Company in 2024) will not be less than nor exceed the Commitment Amount;
• (c) The Company shall not be subject to the provisions of subsection 66(12.67) of the Tax Act in a manner which impairs its ability to renounce Qualifying Expenditures to the FT Purchasers in an amount equal to the Aggregate Commitment Amount and shall notify the FT Purchasers in the event that it becomes aware of or is informed of an issue in relation to its ability to claim such Qualifying Expenditures;
• (d) If the Company does not renounce to a FT Purchaser effective on or before December 31, 2023, Qualifying Expenditures equal to their Commitment Amount (provided that (i) the FT Purchaser has paid the Commitment Amount to the Company before December 31, 2023; and (ii) in respect of renunciations pursuant to the Look-Back Rule, the FT Purchaser (or if the FT Purchaser is a partnership, any partner thereof) does not have a Prescribed Relationship with the Company in 2024), the Company shall indemnify and hold harmless the FT Purchaser and each of the partners thereof if the FT Purchaser is a partnership or a limited partnership (for the purposes of this paragraph each an "Indemnified Person") as to, and pay to the Indemnified Person on or before the 20th Business Day following the date on which the FT Purchaser provides the Company, in writing, the amount of the Indemnified Tax (the "Indemnity Notice"), but not later than July 1, 2024 (provided that (i) the FT Purchaser provides the Indemnity Notice at least 20 Business Days prior to July 1, 2024; and (ii) the Company provides the FT Purchaser notice, in writing, that the Company will not renounce to the FT Purchaser effective on or before December 31, 2023, Qualifying Expenditures equal to the Commitment Amount on or before March 1, 2024), an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of "excluded obligation" at subsection 6202.1(5) of the Income Tax

Regulations (Canada)) payable under the Tax Act (and under the corresponding provincial legislation) by any Indemnified Person as a consequence of such failure (the "Indemnified Tax"). In the event that the amount renounced by the Company to the FT Purchaser is reduced pursuant to subsection 66(12.73) of the Tax Act, the Company shall indemnify and hold harmless each Indemnified Person as to, and pay to the Indemnified Person on or before the 20th Business Day following the receipt, by an Indemnified Person, of a notice of assessment or reassessment issued by the CRA (or any applicable provincial tax authority) in respect of such reduction, an amount equal to the amount of any tax (within the meaning of subparagraph (c) of the definition of "excluded obligation" at subsection 6202.1(5) of the Income Tax Regulations (Canada)) payable under the Tax Act (and under the corresponding provincial legislation) by the Indemnified Person as a consequence of such reduction. This indemnity is in addition to and not in derogation of any other recourse, rights or remedies the FT Purchaser may have against the Company. For certainty, the foregoing indemnities shall have no force or effect and the FT Purchaser shall not have any recourse or rights of action to the extent that such indemnities would otherwise cause the FT Unit Shares or the Warrants comprising the FT Units to be "prescribed shares" or "prescribed rights" within the meaning of section 6202.1 of the Income Tax Regulations (Canada);

• (e) For greater certainty, the foregoing indemnities shall not apply or extend to any claim related to the reduction or denial by the CRA of any tax deductions which results from the FT Unit Shares or Warrants being "prescribed shares" or "prescribed rights", as applicable, for the purposes of section 6202.1 of the Income Tax Regulations (Canada) and not "flow-through shares" as defined in subsection 66(15) of the Tax Act as a consequence of the FT Purchaser participating in a Follow-On Transaction;
• (f) The Company shall file with the CRA, within the time prescribed by subsection 66(12.68) of the Tax Act, the forms prescribed for the purposes of such subsection together with a copy of a Subscription Agreement in respect of FT Units or any "selling instrument" contemplated by that subsection and shall forthwith following such filing provide to the FT Purchasers a copy of such form certified by an officer of the Company. The Company shall timely file with the CRA and with any applicable provincial tax authority any return required to be filed under Part XII.6 of the Tax Act (or any corresponding provision of applicable provincial law) in respect of the particular year, and will pay any tax or other amount owing in respect of that return on a timely basis;
• (g) The Company shall deliver to each FT Purchaser, on or before March 1, 2024, the relevant Prescribed Forms (including a Statement of Resource Expenses (T101)), fully completed and executed, renouncing to the FT Purchaser, Qualifying Expenditures in an amount equal to their Commitment Amount with an effective date of no later than December 31, 2023 (provided that (i) the FT Purchaser has paid the Commitment Amount to the Company before December 31, 2023; and (ii) the FT Purchaser (or if the FT Purchaser is a partnership, any partner thereof) does not have a Prescribed Relationship with the Company in 2024), and such delivery constituting the authorization of the Company to the FT Purchaser to file such Prescribed Forms with the relevant taxation authorities;
• (h) The Company shall incur (or be deemed to incur) Qualifying Expenditures pursuant to the Subscription Agreements in respect of FT Units and renounce to the FT Purchasers

pro rata by the number of FT Unit Shares and Warrants (comprising the FT Units) issued or to be issued pursuant to the Subscription Agreements in respect of FT Units before incurring and renouncing Qualifying Expenditures pursuant to any other agreement which the Company may subsequently enter into after the Closing Date with any Person with respect to the issue of shares or rights which are "flow-through shares" as defined in subsection 66(15) of the Tax Act. If the Company is required under the Tax Act or otherwise to reduce Qualifying Expenditures previously renounced to the FT Purchasers, and unless the FT Purchasers are not adversely affected or otherwise agree, the reduction shall be made pro rata by the number of FT Unit Shares and Warrants comprising the FT Units issued or to be issued pursuant to the Subscription Agreements in respect of FT Units only after it has first reduced to the extent possible all CEE renounced to persons (other than the FT Purchasers) under any agreements relating to shares or rights which are "flow-through shares" as defined in subsection 66(15) of the Tax Act entered into after the Closing Date;

• (i) Upon the Company becoming aware that an amount purportedly renounced pursuant to a Subscription Agreement in respect of FT Units exceeds the amount that it is entitled to renounce under the Tax Act, the Company will notify the applicable FT Purchaser and comply with subsection 66(12.73) of the Tax Act, including the filing with the CRA of the statements contemplated therein, a copy of which will be sent concurrently to the applicable FT Purchaser;
• (j) The Company shall not enter into any other agreement which would prevent or restrict its ability to renounce Qualifying Expenditures to the FT Purchasers in the amount equal to the Aggregate Commitment Amount; and
• (k) The Company shall maintain proper, complete and accurate accounting books and records relating to the Qualifying Expenditures. The Company shall retain all such books and records as may be required to support the renunciation of Qualifying Expenditures contemplated by this Agreement and the Subscription Agreements and, upon reasonable notice, shall make such books and records available for inspection and audit by or on behalf of a FT Purchaser, at the FT Purchaser's sole expense.

5. Representations and Warranties of the Company

5.1 The Company hereby represents and warrants to the Underwriters, and the Purchasers, and acknowledges that each of them is relying on such representations and warranties in connection with the purchase of the FT Units and HD Units, as applicable, and the completion of the Offering, as follows:

• (a) Corporate Existence. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the Province of Ontario. No proceedings have been taken or authorized by the Company in respect of the bankruptcy, reorganization, insolvency, liquidation, dissolution or winding up of the Company.
• (b) Subsidiaries. The Company has no subsidiaries.
• (c) Capacity and Power. The Company has the requisite corporate power and capacity to own or lease its assets and carry on its business as currently being conducted and as currently contemplated to be carried on. The Company has the requisite corporate power and authority to enter into and perform its obligations under each of the Offering Documents, including but not limited to the creation and issuance (as applicable) of

the Securities and the Compensation Warrants and Compensation Warrant Shares issuable upon conversion thereof.

• (d) Binding Obligation. The execution, delivery and performance of its obligations under each of the Offering Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including but not limited to the creation and issuance (as applicable) of the Securities and the Compensation Warrants and Compensation Warrant Shares issuable upon conversion thereof, has been duly and validly authorized by all necessary corporate action by the Company, and no further consent or authorization of the board of directors or shareholders of the Company is or will be required. Each of each of the Offering Documents constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, conservatorship, receivership or other laws of general application limiting the enforcement of creditors' rights generally and by the fact that equitable remedies, including specific performance, are discretionary and may not be ordered in respect of certain defaults.

• (e) Absence of Conflict. None of the execution and delivery of the Offering Documents, the performance of the obligations of the Company hereby or thereby, or the completion of the Offering will:

  • (i) result in or constitute a breach of any terms or provision of, or constitute a default under, the by-laws or articles of the Company, or any material agreement or other commitment to which the Company is a party or by which the Company is bound;
  • (ii) constitute an event which would permit any party to any material Contract with the Company to terminate such material Contract;
  • (iii) result in the creation or imposition of any Encumbrance on the Common Shares;
  • (iv) result in a breach or violation of any of the terms or provisions of, or constitute a default under (whether after notice or lapse of time or both), (i) any statute, rule or regulation applicable to the Company, including under Canadian Securities Laws, that would reasonably be expected to have a Material Adverse Effect; (ii) the constating documents or resolutions of the Company which are in effect at the date hereof; (iii) any material mortgage, note, indenture, contract, agreement, partnership, instrument, or other document to which the Company is a party or by which it is bound; or (iv) any judgment, decree or order binding on the Company.

• (f) No Limitations of Business Operations. To the Company's knowledge, the Company is not a party to, or bound or affected by, any Contract containing any covenant expressly limiting its ability to compete in any line of business, or transfer or move any of its assets or operations.

• (g) Regulatory Approvals. No authorization, approval, order, consent of, or filing with, any Governmental Entity is or will be, to the knowledge of the Company, required on the part of the Company in connection with the execution, delivery and performance of its obligations under the Offering Documents, other than the TSXV Listing Approval.

• (h) Compliance with Laws. The Company has conducted and is conducting its business in compliance in all material respects with applicable Laws in each jurisdiction in which the Company carries on business and the Company holds all material licences, registrations and qualifications in all jurisdictions in which the Company carries on business which are necessary or desirable to carry on the business of the Company, as now conducted and as presently proposed to be conducted under the Offering Documents.

• (i) Consents. There is no requirement to obtain any consent, approval or waiver of a party under any material Contract to which the Company is a party in order to complete the transactions contemplated by the Offering Documents.

• (j) Constating Documents. The by-laws and articles of the Company constitute all of the constating documents of the Company and are in full force and effect; no action has been taken and no changes are planned to amend the by-laws or articles of the Company.

• (k) Jurisdictions. The Company is duly licensed, registered and qualified as a corporation to do business, is up-to-date in the filing of all required corporate returns and other notices and filings and is otherwise in good standing in all material respects, in each jurisdiction in which: (i) it owns or leases property; or (ii) the nature or conduct of its business or any part thereof, or the nature of the property of the Company or any part thereof, makes such qualification necessary to enable the business to be carried on as now conducted and as presently proposed to be conducted, to enable the property and assets of the Company to be owned, leased and operated by it, except where failure to be so licensed, registered and qualified or to make such filings would not have a Material Adverse Effect on the Company.

• (l) Authorized and Issued Capital. The Company is authorized to issue an unlimited number of Common Shares. As of the date hereof, 78,804,338 Common Shares are issued and outstanding as fully-paid and non-assessable Common Shares. Other than 27,207,178 warrants, 7,785,000 stock options, there are no other warrants, conversion privileges, calls or other rights, shareholder rights plans, agreements, arrangements, commitments, or obligations of the Company to issue or sell any Common Shares or securities or obligations of any kind convertible into, exchangeable for or otherwise carrying the right or obligation to acquire any Common Shares, and there are no outstanding stock appreciation rights, phantom equity or similar rights, agreements, arrangements or commitments of the Company, and no person is entitled to any preemptive or other similar right granted by the Company.

• (m) Pre-Emptive Rights.

  • (i) No securityholder of the Company is entitled to pre-emptive rights or registration rights;
  • (ii) The Company is not a party to any agreement granting registration or anti-dilution rights to any person with respect to any of its equity or debt securities; and
  • (iii) The Company is not a party to, and the Company does not have any knowledge of, any agreement restricting the voting or transfer of any Common Shares.

• (n) Reporting Issuer. The Company is a "reporting issuer" in good standing in the Reporting Provinces. The Company is in material compliance with all continuous disclosure and other applicable Laws and the Disclosure Documents are free from any misrepresentation, except to the extent any misrepresentation has been superseded by one or more subsequently filed Disclosure Documents.

• (o) Prior Issuances of Securities; No Foreign Registration; No Cease Trade Orders.

  • (i) To the Company's knowledge, the offer and sale of all Common Shares and other securities of the Company issued and outstanding as of the date of this Agreement have complied with all applicable Laws.
  • (ii) The Company is not required to file periodic reports with the U.S. Securities and Exchange Commission pursuant to the U.S. Securities Exchange Act of 1934, as amended.
  • (iii) No order ceasing or suspending trading in any securities of the Company, prohibiting the sale of securities of the Company or the trading of any of the Company's issued securities has been issued and, to the best of the Company's knowledge, no proceedings for such purpose are pending, threatened or contemplated.

• (p) No Voting Trust, etc. None of the issued and outstanding Common Shares are, to the knowledge of the Company, subject to escrow restrictions, pooling arrangements or voting trusts, whether voluntary or involuntary.

• (q) Non-Arm's Length Loans, Loans to Insiders, etc. The Company has not made any loan to, or borrowed any funds from or is otherwise indebted to, any officer, director, employee, shareholder or any other person not dealing at arm's length with the Company, which is outstanding on the date hereof. The Company is not a party to any Contract with any officer, director, employee, shareholder or any other person not dealing at arm's length with the Company, other than as disclosed in the Financial Statements as "related party transactions".

• (r) Books and Records. The Books and Records and minute books of the Company are maintained substantially in accordance with all applicable Laws and the minute books and the responses to all of the due diligence requests of the Underwriters in respect of the Offering are complete and accurate in all material respects. The data room made available to the Underwriters contains accurate copies of substantially all documents requested and there are no material omissions.

• (s) Public Filings. As of their respective dates, the Disclosure Documents complied in all material respects with the then applicable requirements of the Canadian Securities Laws and, at the respective times they were filed, none of the Disclosure Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make any statement therein, in light of the circumstances under which it was made, not misleading. The Company has not filed any confidential disclosure reports which have not at the date hereof become public knowledge.

• (t) Financial Statements.

• (i) The Financial Statements have been prepared in accordance with IFRS and present fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and the financial condition of the Company as at the respective dates of such Financial Statements.

• (ii) There has not been any reportable event (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations of the Canadian Securities Administrators) since December 31, 2022 between the Company and the present or former auditors of the Company, and the present auditors of the Company have not provided any material comments or recommendations to the Company regarding its accounting policies, internal control systems or other accounting or financial practices that have not been implemented by the Company.

• (u) Taxes. The Company has withheld or collected and remitted all amounts to be withheld or collected and remitted with respect to any Taxes as required under all applicable Tax Laws and have established an adequate reserve for those Taxes not yet due and payable, except as would not reasonably be expected to have a Material Adverse Effect. There are no actions, suits or proceedings, in progress, pending, or, to the knowledge of the Company, threatened against the Company, in connection with any Taxes. The provisions for Taxes shown on the Financial Statements are sufficient for the payment of all accrued and unpaid Taxes for all periods up to the end of the most recent financial period addressed in the Financial Statements.

• (v) Absence of Changes. Since the most recent balance sheet and statement of loss included in the Financial Statements, there has not been:

  • (i) any change in the financial condition, operations, results of operations, or business of the Company that has had a Material Adverse Effect nor has there been any occurrence or circumstances which, with the passage of time, might reasonably be expected to have a Material Adverse Effect; or
  • (ii) any damage, destruction or loss, labour trouble, or other event, development or condition of any character (whether or not covered by insurance) suffered by the Company which has had, or would reasonably be expected to have a Material Adverse Effect.

• (w) Absence of Undisclosed Liabilities. The Company does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise), including under any guarantee of any debt, except to the extent reflected or reserved in the Financial Statements or incurred in the ordinary course of business subsequent to December 31, 2022.

• (x) Absence of Unusual Transactions. Since the most recent balance sheet and statement of loss included in the Financial Statements:

  • (i) the Company has conducted its business only in the usual, ordinary and regular course and consistent with past practice;
  • (ii) no liability or obligation of any nature, other than those related to the Offering, whether absolute, accrued, contingent or otherwise that has had or is reasonably likely to have a Material Adverse Effect, has been incurred; and

• (iii) no event that has had or would reasonably be expected to have a Material Adverse Effect.

• (y) Employees. There are no outstanding amounts payable to employees of the Company other than in the ordinary course of business.

• (z) Management Contracts. The Company is not a party to any written management contract, including, without limitation, any contract which provides for a right of payment in the event of a change in control of the Company, except as disclosed in the Disclosure Documents.

• (aa) Material Contracts. All of the material Contracts of the Company have been disclosed in the Disclosure Documents and each is valid, subsisting, in good standing in all material respects and in full force and effect, enforceable against the Company in accordance with the terms thereof. The Company is not in default or breach of any material Contract, and, to the knowledge of the Company, there exists no state of facts which, after notice or lapse of time or both, would constitute such a default or breach. To the knowledge of the Company, no counterparty to any material Contract is in default of any of its obligations under any material Contract, the Company is entitled to all benefits under each material Contract, as applicable, and the Company has not received any notice of termination of any material Contract and, to the best of the Company's knowledge, no such terminations are pending, threatened or contemplated.

• (bb) Litigation. There are no actions, suits, grievances or proceedings, whether judicial, arbitral or administrative, and whether or not purportedly on behalf of the Company, pending, commenced, or, to the knowledge of the Company, threatened or contemplated that would have a Material Adverse Effect on the business and operations of the Company. There is no outstanding judgment, decree, order, ruling or injunction involving the Company or relating in any way to the Offering.

• (cc) Finder's Fees. Other than in respect of the Underwriters under the Offering and other than as disclosed to the Underwriters, the Company has not retained any financial advisor, broker, agent or finder, or paid or agreed to pay any financial advisor, broker, agent or finder in connection with the Offering.

• (dd) Scientific and Technical Information. The Company is in compliance in all material respects with the provisions of NI 43-101, has filed or will file all technical reports required thereby, and there has been no material change of which the Company is aware that would require the filing of a technical report under NI 43-101 with respect to the Delta-1 Eureka Property.

• (ee) Interest in Mineral Properties.

  • (i) Except as disclosed in the Disclosure Documents, the Company is the sole legal and beneficial owner, and has valid and sufficient right, ownership, title and interest, duly registered if applicable, free and clear of any title defect or lien: (i) to their mining or any other kind of concessions, claims, permits and all other rights or goods relating in any manner whatsoever to their interest in, or exploration, prospecting or exploitation for minerals on the Company Assets (as defined below) and, in each case, as are necessary to perform the operation of its business as presently owned and conducted; (ii) to their real property interests including fee

simple estate of and in real property, licences (from landowners and authorities permitting the use of land by the Company), leases, rights of way, occupancy rights, surface rights, mineral rights, mining concessions, easements and all other real property interests, and all their water rights, intellectual property, patents, movable goods, instruments, machinery and equipment as are necessary to perform the operation of their business as presently owned and conducted; and (iii) to, or are entitled to the benefits of, all of their properties and assets of any nature whatsoever and to all benefits including all the properties and assets as listed or described in the Financial Statements (collectively, the "Company Assets"), together with all additions thereto. The Company Assets are not subject to any lien or defect in title of any kind except as is specifically identified in the balance sheets forming part of the Financial Statements and in the notes thereto, or with respect to the Delta-1 Eureka Property, as is disclosed in the title opinion of counsel to the Company, provided in satisfaction of the closing condition in Section 6.1(e) hereof. The Company is not aware of any facts or circumstances which might limit, affect or prejudice its ownership rights over the Company Assets. The title opinion of counsel to the Company, provided in satisfaction of the closing condition in Section 6.1(e) hereof, addresses all of the claims and leasehold interests in respect of the Delta-1 Eureka Property.

• (ii) Any and all of the agreements and other documents and instruments pursuant to which the Company Assets (including the Delta-1 Eureka Option Agreement and any other option agreement or any interest in, or right to earn an interest in, any properties) are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and the Company is not in default of any of the material provisions of any such agreements, documents or instruments, nor has any such default been alleged which would reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Disclosure Documents, the Company has no responsibility or obligation to pay any commission, royalty, licence fee or similar payment to any person with respect to the property rights thereof.
• (iii) The Company, and to the knowledge of the Company, Barbara D'Silva and Douglas Parker, as applicable, have each performed all of their respective obligations (including all necessary work, expenditure and payment obligations) in a timely manner (and in accordance with all applicable work program progress, expenditure and payments schedules or requirements) under the Delta-1 Eureka Option Agreement, and the Company anticipates being able to continue to perform all such obligations moving forward and has been operating in material compliance with the terms of and is in material compliance with all terms and conditions contained in the Delta-1 Eureka Option Agreement. The Company does not expect the Delta-1 Eureka Option Agreement or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Company other than in the ordinary course of business. The carrying out of the business of the Company as currently conducted and as proposed to be conducted does not result in a material violation or breach of or default under the Delta-1 Eureka Option Agreement.
• (iv) All mining concessions, mining claims or mineral property in which the Company has an interest or right, including the Company Assets, have been validly granted, acquired, located and recorded in the relevant registries in accordance with all

Laws and are valid and subsisting. To the Company's knowledge, the Company's mining concessions, claims, leases, licences or permits comply with all applicable Laws and are not subject to any nullity or voidance actions under any other applicable Laws and are not subject to any material fault or error that may result in any such concessions, claims, leases, licences or permits being determined to be void pursuant to applicable Laws or that may result in the lapse of the same. The mining concessions, claims, leases, licences or permits owned by the Company do not overlap with and are not overlapped by any third party rights or mining concessions or claims that may enable any such third party to explore or exploit any minerals in the same area or which may have preference in such regard over such concessions, claims, leases, licences or permits. No person other than the Company has any preferential right, option or interest in the above mentioned concessions, claims, leases, licences or permits, or any right, option or interest to explore, prospect or mine on the area of the same, or any right to acquire any such interest. The Company's surface rights, access rights and other rights and interests relating to its mining concessions, claims, leases, licences or permits, grant the Company the right and ability to conduct its business as currently conducted as disclosed in the Financial Statements with only such exceptions that do not materially interfere with the Company's use of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of the Company and free and clear of all material encumbrances.

• (v) To the knowledge of the Company, the Company has duly and timely satisfied all of the obligations required to be satisfied (including payment obligations), performed and observed by it under, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company under any agreement pertaining to the respective Company Assets to which the Company is a party and each such Contract is in full force and effect and, to the knowledge of the Company, enforceable.
• (vi) (A) The Company has the exclusive right to deal with the Company Assets; (B) other than as set out in the Disclosure Documents there is no person or entity of any nature whatsoever other than the Company has any interest in the Company Assets or any right to acquire or otherwise obtain any such interest; (C) other than as set out in the Disclosure Documents there are no back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect the Company's interests in the Company Assets; (D) the Company has not received any notice, whether written or oral, from any Governmental Entity or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Company Assets; and (E) the Company Assets are in good standing under and comply with all Laws and all work required to be performed by the Company has been performed and all taxes, fees, expenditures and all other payments in respect thereof required to be paid by the Company have been paid or incurred and all filings in respect thereof required to be made by the Company have been made, and there exists no default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by the Company

under any of the tenures, licences, leases, documents, instruments or any other agreement pertaining to the Company Assets and to the knowledge of the Company, none of the counterparties to such leases, documents, instruments or any other agreements pertaining to the Company Assets are in default thereunder except to the extent such that such defaults would not reasonably be expected to result in a Material Adverse Effect.

• (vii) There are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of the Company that are threatened, affecting or which would affect the Company's right, title or interest in the Company Assets or the ability of the Company to explore, prospect, exploit or develop the Company Assets, including the title to or ownership of the foregoing, or which would reasonably be expected to involve the possibility of any judgement or liability affecting the Company Assets.

• (viii) The Company has provided the Underwriters with access to full and complete copies of all exploration information and data within its possession or control including, without limitation, all geological, geophysical and geochemical information and data (including all drill, sample and assay results and all maps) and all technical reports, feasibility studies and other similar reports and studies concerning the Delta-1 Eureka Property and the Company has the sole right, title and ownership of or licence to use all such information, data, reports and studies.

• (ix) Except as disclosed in the Disclosure Documents, there are no landowner's royalties, overriding royalties, net profits interests or similar interests or any other rights or interests whatsoever of third parties by which the Company is bound on or in relation to the Company Assets. To the knowledge of the Company, none of the Company Assets are subject to forfeiture or reduction by reference to payout of or production penalty on any well or otherwise or, to change to an interest of any other size or nature by virtue of or through any right or interest granted by, through or under the Company, except to the extent that all such reductions or changes to an interest would not result in a Material Adverse Effect on the Company.

• (ff) Expropriation. No property or asset of the Company has been taken or expropriated by any Governmental Entity and no notice or proceeding in respect of any such expropriation has been given or commenced or, to the knowledge of the Company, is there any intent or proposal to give any such notice or commence any such proceeding.

• (gg) Environmental.

  • (i) The Company is in compliance in all material respects with Environmental Laws;
  • (ii) The Company has operated its business at all times and has received, handled, used, stored, treated, shipped and disposed of all contaminants without violation of Environmental Laws;
  • (iii) There have been no spills, releases, deposits or discharges of hazardous or toxic substances, contaminants or wastes which have not been rectified or are in the process of being rectified on any of the real property owned or leased by the Company or under its control;

• (iv) There have been no releases, deposits or discharges, in violation of Environmental Laws, of any hazardous or toxic substances, contaminants or wastes into the earth, air or into any body of water or any municipal or other sewer or drain water systems by the Company;

• (v) No orders, directions or notices have been issued and remain outstanding pursuant to any Environmental Laws relating to the business or assets of the Company;

• (vi) The Company has not failed to report to the proper Governmental Entity the occurrence of any event which is required to be so reported by any Environmental Laws;

• (vii) There is no Action pending or in progress or, to the Company's knowledge, threatened against or relating to the Company, which would reasonably be expected to affect the Company or any of the properties or assets of the Company relating to or alleging any violation of Environmental Laws; and

• (viii) The Company holds all licences, permits and approvals required under any Environmental Laws in connection with the operation of its business as presently conducted and the ownership and use of its assets, other than those which the failure to hold would not reasonably be expected to have a Material Adverse Effect on the Company, all such licences, permits and approvals of the Company are in full force and effect, and except for (A) notifications and conditions of general application to assets of the type owned by the Company; and (B) notification relating to reclamation obligations under Environmental Laws, the Company has not, to the knowledge of the Company, received any notification pursuant to any Environmental Laws that any work, repairs, construction or capital expenditures are required to be made by it as a condition of continued compliance with Environmental Laws, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated, and neither the Company nor any of its assets are the subject of any investigation, evaluation, audit or review not in the ordinary and regular course of business by any Governmental Entity to determine whether any violation of Environmental Laws has occurred or is occurring, and the Company is not subject to any known environmental liabilities.

• (hh) Purchases and Sales. The Company has not approved, is not contemplating and has not entered into any agreement in respect of, nor has any knowledge of:

  • (i) the purchase of any material property or assets or any interest therein or the sale, transfer or disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by the Company whether by asset sale, transfer of shares or otherwise;
  • (ii) the change of control, by sale or transfer of shares or sale of all or substantially all of the property and assets of the Company, or otherwise, of the Company; or
  • (iii) a proposed or planned disposition of shares by any shareholder who owns, directly or indirectly, 10% or more of the outstanding shares of the Company.

• (ii) Insurance. The Company maintains policies of insurance naming the Company as insured in amounts and in respect of such risks as are normal and usual for companies of a similar size and business and such policies are in full force and effect as of the date hereof and shall not be cancelled or otherwise terminated as a result of the Offering.

• (jj) Pension and Employee Benefits. The Company has complied, in all material respects, with all of the terms of the pension and other employee compensation and benefit obligations of the Company including the provisions of any collective agreements, funding and investment contracts or obligations applicable thereto, arising under or relating to each of the pension or retirement income plans or other employee compensation or benefit plans, agreements, policies, programs, arrangements or practices, whether written or oral, which are maintained by or binding upon the Company, other than such non-compliance that would not reasonably be expected to have a Material Adverse Effect on the Company.

• (kk) Corruption. The Company has not, nor has any director, officer, or, to the knowledge of the Company, agent, employee or other person acting on behalf of the Company, in the course of its actions for, or on behalf of, the Company: (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.

• (ll) Anti-Money Laundering. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any applicable Governmental Entity (collectively, the "Applicable Anti-Money Laundering Laws") and no action, suit or proceeding by or before any Governmental Entity involving the Company with respect to Applicable Anti-Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

• (mm) Forward-Looking Information. All forward-looking information and statements of the Company contained in the Disclosure Documents and the assumptions underlying such information and statements, subject to any qualifications contained therein, was reasonable in the circumstances as at the date on which such statements and assumptions were made.

• (nn) Market Data. The market, industry and economic related data included in the Disclosure Documents was derived from sources which the Company reasonably believes to be accurate, reasonable and reliable, and such data is consistent with the sources from which it was derived.

• (oo) Due Diligence. All documents and information delivered and provided by or on behalf of the Company to the Underwriters as a part of its due diligence in connection with the Offering were complete and accurate in all material respects.

• (pp) Full and Complete Disclosure. None of the due diligence documents provided by the Company to the Underwriters in respect of the Offering contain any untrue statement of a material fact or omit to state any material fact necessary to make such statement not misleading to a prospective purchaser of HD Units or FT Units who is seeking full information concerning the Company and its properties, businesses and affairs. The Company further represents and warrants that all public disclosures and filings required to be made by the Company by applicable Canadian Securities Laws have been made and filed by the Company as of the date hereof.

• (qq) Prescribed Relationships. To the best knowledge of the Company, the Company does not have and will not have prior to the Termination Date a Prescribed Relationship with a FT Purchaser and, if the FT Purchaser is a partnership, any partner or limited partner of such FT Purchaser.

• (rr) Constitute Qualifying Expenditures. The expenses to be renounced by the Company to the FT Purchasers will constitute Qualifying Expenditures on the effective date of the renunciation. The expenses to be renounced by the Company to a FT Purchaser (i) will not include any amount that has previously been renounced by the Company to any FT Purchasers or to any other person; and (ii) would be deductible by the Company in computing its income for the purposes of Part I of the Tax Act but for the renunciation to the FT Purchaser.

• (ss) Renunciation of Qualifying Expenditures. The Company has no reason to believe that it will be unable to incur (or be deemed to incur), on or after the Closing Date and on or before the Termination Date or that it will be unable to renounce to a FT Purchaser, effective on or before December 31, 2023, (provided that (i) the FT Purchaser has paid their Commitment Amount to the Company before December 31, 2023; and (ii) in respect of renunciations pursuant to the Look-Back Rule, the FT Purchaser (or if the FT Purchaser is a partnership, any partner thereof) does not have a Prescribed Relationship with the Company in 2024), Qualifying Expenditures in an amount equal to their applicable Commitment Amount and the Company has no reason to expect any reduction of such amount by virtue of subsection 66(12.73) of the Tax Act.

• (tt) Not Prescribed Shares or Prescribed Rights. Except for any Follow-On Transaction or as a result of any agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, upon issue the FT Unit Shares and the Warrants comprising the FT Units will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and "Ontario focused flow-through shares" as defined in subsection 103(7) of the Taxation Act, 2007 (Ontario) and will not be "prescribed shares" in the case of the FT Unit Shares or "prescribed rights" in the case of the Warrants within the meaning of section 6202.1 of the Income Tax Regulations (Canada).

• (uu) Not Prescribed Shares as Result of Amalgamation. If the Company amalgamates with any one or more companies, any shares issued to or held by the FT Purchasers as a replacement for the FT Unit Shares as a result of such amalgamation will qualify, by virtue of subsection 87(4.4) of the Tax Act, or otherwise, as "flow-through shares" as defined in subsection 66(15) of the Tax Act and in particular will not be "prescribed shares" as defined in section 6202.1 of the Income Tax Regulations (Canada).

• (vv) Principal Business Corporation and Mining Exploration Company. The Company is and will continue to be a Principal Business Corporation and a "mining exploration company" as defined in subsection 103(7) of the Taxation Act, 2007 (Ontario) until such time as all of the Qualifying Expenditures required to be renounced under this Agreement and the Subscription Agreements in respect of FT Units have been incurred or have been deemed to be incurred and validly renounced pursuant to the Tax Act.

• (ww) Compliance with Flow-Through Obligations. The Company has never been in default of any of its legal obligations in respect of any "flow-through share" financings previously undertaken by the Company.

6. Conditions to Closing

6.1 The following are conditions to the completion of the Underwriters' obligations as contemplated in this Agreement, which conditions shall have been fulfilled by the Company, as applicable, on or prior to the Closing Time, other than as may be waived in writing in whole or in part by Cormark, on behalf of the Underwriters:

• (a) the board of directors of the Company will have authorized and approved the Offering Documents and the Offering and all matters relating to the foregoing;

• (b) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, with respect to: (i) the constating documents of the Company; (ii) all resolutions of the board of directors of the Company relating to the Offering Documents and the Offering and the transactions contemplated hereby and thereby; and (iii) the incumbency and specimen signatures of signing officers of the Company, in the form of a certificate of incumbency, and such further certificates and other documentation as may be contemplated in this Agreement;

• (c) the Underwriters shall have received a certificate dated the Closing Date, signed by the Chief Executive Officer and the Chief Financial Officer of the Company or such other senior officers of the Company as may be acceptable to the Underwriters, acting reasonably, addressed to the Underwriters, in form and content satisfactory to Cormark, on behalf of the Underwriters, acting reasonably, certifying that:

  • (i) no order, ruling or determination having the effect of suspending the sale of the FT Unit Shares, HD Unit Shares or Warrants or any securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened by any regulatory authority;
  • (ii) there has been no material adverse change (actual, proposed or prospective, whether financial or otherwise) in the business, affairs, operations, assets, liabilities (contingent or otherwise) or capital of the Company, on a consolidated basis, since its date of incorporation to the date of this Agreement which has not been disclosed to the Underwriters;

• (iii) no default or event exists and is then continuing under any of the Offering Documents and no event exists that, but for the giving of notice, lapse of time, or both, or but for the satisfaction of any other condition after that event, would constitute a default or event of default under any of the Offering Documents;

• (iv) the representations and warranties of the Company contained in this Agreement are true and correct in all material respects at the Closing Time, with the same force and effect as if made by the Company as at the Closing Time after giving effect to the transactions contemplated hereby; and

• (v) the Company has complied in all material respects with all the covenants and satisfied all the terms and conditions of this Agreement on its part to be complied with or satisfied prior to the Closing Time, other than conditions which have been waived by the Underwriters;

• (d) the Underwriters shall have received favourable legal opinions addressed to the Underwriters and the Purchasers, in form and substance satisfactory to the Underwriters' counsel, acting reasonably, each dated the Closing Date, as applicable, from legal counsel to the Company and where appropriate, local counsel in the other applicable jurisdictions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Company, with respect to the following matters:

  • (i) as to the incorporation and existence of the Company under the laws of Ontario and as to the Company having the requisite corporate power and capacity under the laws of Ontario to carry on its business as presently carried on and to own, lease and operate its properties and assets;
  • (ii) as to the Company being a "reporting issuer" not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Reporting Provinces;
  • (iii) as to the authorized and issued capital of the Company;
  • (iv) as to the corporate power and authority of the Company to enter into and to carry out its obligations under the Offering Documents;
  • (v) all necessary corporate action has been taken by the Company to authorize the execution and delivery of the Offering Documents as well as the performance of its obligations thereunder and hereunder;
  • (vi) the Offering Documents have been duly executed and delivered by the Company, and constitute legal, valid and binding obligations of the Company enforceable against it in accordance with their respective terms;
  • (vii) the execution and delivery of the Offering Documents and the performance by the Company of its obligations hereunder and thereunder does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any term or provision of the constating documents of the Company or the Business Corporations Act (Ontario);

• (viii) the FT Unit Shares have been validly issued as fully paid and non-assessable Common Shares;

• (ix) the HD Unit Shares have been validly issued as fully paid and non-assessable Common Shares;

• (x) the Warrants have been validly created pursuant to the Warrant Indenture;

• (xi) the Warrant Shares issuable upon exercise of the Warrants have been validly authorized and allotted for issuance and upon payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares;

• (xii) the Compensation Warrants have been validly created;

• (xiii) the Compensation Warrant Shares issuable upon exercise of the Compensation Warrants have been validly authorized and allotted for issuance and upon payment of the consideration therefor, will be validly issued as fully paid and non-assessable Common Shares;

• (xiv) the issuance and sale by the Company of the FT Units and HD Units to the Purchasers resident in Canadian Selling Jurisdictions and the issuance of the Compensation Warrants to the Underwriters in accordance with the terms of this Agreement are exempt from the prospectus requirements of Canadian Securities Laws and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under the Canadian Securities Laws to permit such issuance and sale; it being noted, however, that the Company is required to file or cause to be filed with the applicable Securities Regulators, a report on Form 45-106F1 prepared and executed pursuant to NI 45-106, together with the prescribed filing fee, within ten days of the Closing Date;

• (xv) the issuance by the Company of the Warrant Shares upon the exercise of the Warrants and the Compensation Warrant Shares upon the exercise of the Compensation Warrants will be exempt from the prospectus requirements of Canadian Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, proceedings taken or approvals, permits, consents or authorizations obtained under Canadian Securities Laws to permit such issuance;

• (xvi) no other documents will be required to be filed, proceedings, taken or approvals, permits, consents or authorizations obtained under the Applicable Securities Laws in connection with the first trade of the FT Unit Shares, the HD Unit Shares, the Warrants, the Warrant Shares, the Compensation Warrants, and the Compensation Warrant Shares by the holders thereof, as the case may be, provided that a period of four (4) months and one (1) day has elapsed from the Closing Date and the other requirements of National Instrument 45-102 having been satisfied;

• (xvii) TSX Trust Company has been duly appointed by the Company as the registrar and transfer agent of the Common Shares and as the warrant agent under the Warrant Indenture;

• (xviii) the TSXV has conditionally approved for listing on the TSXV, the FT Unit Shares, HD Unit Shares, Warrant Shares, and the Compensation Warrant Shares, subject to standard closing conditions as set out in the conditional approval letter;

• (xix) except as a result of any Follow-On Transaction or as a result of any agreement, arrangement, undertaking or understanding to which the Company is not a party and of which it has no knowledge, upon issue, the FT Unit Shares and Warrants comprising the FT Units will be "flow-through shares" as defined in subsection 66(15) of the Tax Act and "Ontario focused flow-through shares" (within the meaning of subsection 103(7) of the Taxation Act, 2007 (Ontario)) and will not be "prescribed shares" in the case of the FT Unit Shares or "prescribed rights" in the case of the Warrants within the meaning of section 6202.1 of the Income Tax Regulations (Canada); and

• (xx) the Company qualifies as a Principal Business Corporation and a "mining exploration company" as defined in subsection 103(7) of the Taxation Act, 2007 (Ontario);

• (e) the Underwriters shall have received a favourable legal opinion addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, from local counsel to the Company, which counsel in turn may rely, as to matters of fact, on certificates of public officials (as appropriate) with respect to title and mineral rights to the Delta-1 Eureka Property;

• (f) the Underwriters shall have received a certificate of good standing or similar certificate with respect to the jurisdiction in which the Company is incorporated and evidence of all extra-jurisdictional registrations, as applicable;

• (g) the Offering will have been conditionally approved by the TSXV and the Underwriters shall have received evidence that all requisite approvals, consents and acceptances of the appropriate regulatory authorities required to be obtained by the Company in order to complete the Offering have been made or obtained;

• (h) the Underwriters shall have received confirmation as to the Company being a "reporting issuer" not on the list of defaulting reporting issuers maintained pursuant to Canadian Securities Laws in the Reporting Provinces;

• (i) the Underwriters shall have received a certificate from TSX Trust Company as to the issued and outstanding Common Shares as at the close of business on the day prior to the Closing Date and as to its appointment as the warrant agent with respect of the Warrants;

• (j) each of the Offering Documents shall have been executed and delivered by the parties thereto in form and substance satisfactory to the Underwriters and their counsel; and

• (k) the Company shall have delivered to the Underwriters executed lock-up agreements as contemplated by Section 4.1(i) hereof.

7. Closing

7.1 The Offering will be completed via electronic exchange at the Closing Time or such other dates or times as may be mutually agreed to by the Company and Cormark; provided that if any of the Company have not been able to comply in any material respect with any of the covenants or conditions set out herein required to be complied with by the Closing Time or such other dates and times as may be mutually agreed to or such covenant or condition has not been waived by Cormark, on behalf of the Underwriters, the respective obligations of the parties will terminate without further liability or obligation except for payment of expenses, indemnity and contribution provided for in this Agreement.

7.2 At the Closing Time:

• (a) the Company shall deliver to Cormark, on behalf of the Underwriters, the FT Units and HD Units, whether by way of electronic deposit or delivery of certificates in definitive form, as directed by Cormark (provided for greater certainty that FT Units and HD Units purchased by certain Purchasers shall be delivered to such Purchasers in accordance with the delivery instructions in their respective Subscription Agreements);
• (b) the Company shall deliver to Cormark, on behalf of the Underwriters, the Compensation Warrant Certificates, in definitive form, as directed by Cormark at least 48 hours prior to the Closing Time; and
• (c) Cormark shall deliver to the Company the Net Proceeds and Cormark shall retain a sum equal to the Underwriters' Expenses and the Underwriters' Fee, as directed by the Company.

8. Rights of Termination

8.1 The Underwriters (or any of them) shall be entitled to terminate and cancel their obligations hereunder by written notice to that effect given to the Company on or before Closing if, at any time prior to the Closing Time:

• (a) There shall have occurred any material change in relation to the Company or change in a material fact, or there should be discovered (whether through the due diligence of the Underwriters or otherwise) any previously undisclosed material fact required to be disclosed which, in the reasonable opinion of the Underwriters (or any one of them), has or would be expected to significant adverse effect on the market price or value of the FT Units and HD Units, or any other securities of the Company;
• (b) (i) There should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, terrorism, war, disease, virus, plague, pandemic, outbreak or accident) or major financial occurrence of national or international consequence, including by way of COVID-19 only to the extent that there are material adverse developments related thereto after the date of the Engagement Letter, or a new or change in any law or regulation which in the sole opinion of the Underwriters (or any of them), seriously adversely affects or involves or may seriously adversely affect or involve the financial markets or the business, operations or affairs of the Company or the market price or value of the securities of the Company; (ii) any inquiry, action, suit, proceeding or investigation (whether formal or informal) is commenced, announced or threatened in relation to the Company or any one of the officers or directors of the Company where wrong-doing is alleged or any order is

made by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSXV or securities commission; (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Common Shares or any other securities of the Company is made or threatened by a securities regulatory authority;

• (c) the Company is in breach of any material term, condition or covenant of this Agreement or any material representation or warranty given by the Company in this Agreement is or becomes false; or
• (d) there is announced or enacted any change or proposed change in the income tax laws of Canada or Ontario or the interpretation or administration thereof in respect of "flowthrough shares", as defined in the Tax Act and the Taxation Act, 2007 (Ontario), and such change, in the opinion of the Underwriters (or any of them), acting reasonably, could be expected to have a material adverse effect on the market price or value or the marketability of the FT Units.

8.2 The rights of termination contained in this Section 8 may be exercised by any of the Underwriters and are in addition to any other rights or remedies the Underwriters may have in respect of any default, act or failure to act or non-compliance by the Company in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination by any Underwriter, there shall be no further liability on the part of such Underwriter to the Company or on the part of the Company to such Underwriter except in respect of any liability which may have arisen or may arise after such termination in respect of Section 9 (Indemnity) and Section 10 (Expenses) of this Agreement.

9. Indemnity

9.1 The Company hereby agrees to indemnify and hold the Underwriters, each of their subsidiaries and affiliates, and each of their directors, officers, employees, unitholders and agents (hereinafter referred to as the "Personnel") harmless from and against any and all expenses, losses (other than loss of profits), fees, claims, actions (including shareholder actions, derivative actions or otherwise), damages, obligations, or liabilities, whether joint or several, and the reasonable fees and expenses of their counsel, that may be incurred in advising with respect to and/or defending any actual or threatened claims, actions, suits, investigations or proceedings to which the Underwriters and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law, or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Company by the Underwriters and their Personnel hereunder, or otherwise in connection with the matters referred to in this Agreement (including the aggregate amount paid in reasonable settlement of any such actions, suits, investigations, proceedings or claims that may be made against the Underwriters and/or their Personnel), unless such actual or threatened claim, action, suit, investigation or proceeding has been caused solely by or is the result of the gross negligence or fraud or wilful misconduct of the Underwriters or any of their Personnel. Without limiting the generality of the foregoing, this indemnity shall apply to all expenses (including reasonable legal expenses), losses, claims and liabilities that the Underwriters and/or their Personnel may incur as a result of any action or litigation that may be threatened or brought against the Underwriters and/or their Personnel.

9.2 If for any reason, the foregoing indemnification is unavailable to the Underwriters or any Personnel or insufficient to hold the Underwriters or any Personnel harmless, then the Company shall contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Company on the one hand and the Underwriters or any Personnel on the other hand but also the relative fault of the Company and the Underwriters or any Personnel, as well as any relevant equitable considerations; provided that the Company shall in any event contribute to the amount paid or payable by the Underwriters or any Personnel as a result of such expense, loss, claim, damage or liability and any excess of such amount over the amount of the fees received by the Underwriters hereunder.

9.3 The Company agrees that in case any legal proceeding shall be brought against the Company and/or the Underwriters or their Personnel by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, or shall investigate the Company and/or the Underwriters, and/or any Personnel shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Company by the Underwriters, the Company shall reimburse the Underwriters monthly for the time spent by their Personnel in connection therewith at their normal per diem rates and the Underwriters shall have the right to employ their own counsel in connection therewith provided the Underwriters act reasonably in selecting such counsel, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Underwriters for time spent by the Underwriters or their Personnel in connection therewith unless such proceeding has been caused solely by or is the result of the gross negligence or fraud or wilful misconduct of the Underwriters or any of their Personnel) and out-of-pocket expenses incurred by the Underwriters or their Personnel in connection therewith shall be paid by the Company as they occur.

9.4 Promptly after receipt of notice of the commencement of any legal proceeding against the Underwriters or their Personnel or after receipt of notice of the commencement or any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Underwriters will notify the Company in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Company, will keep the Company advised of the progress thereof and will discuss with the Company all significant actions proposed. However, the failure by the Underwriters to notify the Company will not relieve the Company of its obligations to indemnify the Underwriters and/or any Personnel except to the extent that the Company is prejudiced thereby. The Company shall on behalf of itself and the Underwriters and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Underwriters and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Company without the prior written consent of the Underwriters and/or any Personnel, acting reasonably, as applicable, and none of the Underwriters and/or any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. If the Company has assumed the defence of such suit, the Underwriters and their Personnel shall have the right to appoint their own separate counsel at the Underwriter's cost provided the Underwriters act reasonably in selecting such counsel.

9.5 The indemnity and contribution obligations of the Company shall be in addition to any liability which the Company may otherwise have, shall extend upon the same terms and conditions to the Personnel of the Underwriters and shall be binding upon and inure to the benefit of any successors, assigns, heirs and personal representatives of the Company, the Underwriters and any of the Personnel. The foregoing provisions shall survive the completion of professional services rendered this Agreement or any termination of the authorization given under this Agreement.

9.6 To the extent that a FT Purchaser would otherwise be covered by this indemnity, this Section 9 shall not apply to such FT Purchaser if it would cause the FT Unit Shares and Warrants comprising the FT Units of such FT Purchaser to be "prescribed shares" in the case of the FT Unit Shares or "prescribed rights" in the case of the Warrants within the meaning of section 6202.1 of the Income Tax Regulations (Canada).

10. Expenses

10.1 The Company will pay all reasonable expenses and fees incurred in connection with the Offering, including all fees and disbursements of its legal counsel, expenses related to road shows and marketing activities, and any filing fees; and with respect to the Underwriters' expenses, the Company will pay (i) the Underwriters' reasonable out-of-pocket fees and expenses; and (ii) all reasonable fees up to a maximum of $85,000 and disbursements of the Underwriters' legal counsel, plus any applicable taxes on the foregoing amounts (collectively, the "Underwriters' Expenses").

10.2 Underwriters' Expenses incurred by the Underwriters, or on their behalf, shall be paid to the Underwriters on the Closing Date. Notwithstanding the foregoing, the Underwriters' Expenses shall be reimbursed to the Underwriters by the Company whether or not the Offering is completed.

11. Advertisements

11.1 The Company acknowledges that the Underwriters shall have the right, subject always to Section 2.4, at their own expense, to place such advertisement or advertisements relating to the sale of the FT Units and HD Units contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable Law, including Applicable Securities Laws. The Company and the Underwriters each agree that they will not make public any advertisement in any media whatsoever relating to, or otherwise publicize, the transaction provided for herein so as to result in any exemption from the prospectus or registration requirements of applicable securities legislation in any of the provinces and territories of Canada or any other jurisdiction in which the FT Units and HD Units shall be offered and sold not being available.

12. Underwriters' Compensation

12.1 In consideration of the services to be rendered by the Underwriters in connection with the Offering, the Underwriters will receive from the Company a cash commission (the "Underwriters' Fee") equal to 6.0% of the Gross Proceeds (other than in respect of sales of FT Units or HD Units to Purchasers introduced to the Underwriters by the Company (the "President's List"), in respect of which the Underwriters will receive a cash commission of 3.0%). The Underwriters' Fee shall be payable to the Underwriters upon completion of the Offering.

12.2 As additional compensation, the Underwriters will be issued non-transferable compensation warrants (the "Compensation Warrants") exercisable to acquire that number of Compensation Warrant Shares as is equal to 6.0% of the aggregate number of FT Units and HD Units issued pursuant to the Offering (other than in respect of sales of FT Units and HD Units to Purchasers on the President's List, in respect of which the Underwriters will receive that number of Compensation Warrants equal to 3.0%). Each Compensation Warrant shall be exercisable at the HD Offering Price for a period of 24 months following the Closing Date in accordance with the terms of the Compensation Warrant Certificates.

12.3 Notwithstanding the foregoing and subject to any increase by operation of Section 15.1, the aggregate maximum amount of FT Units and HD Units purchased by Purchasers on the President's List shall not exceed $1,000,000.

13. Underwriters' Business

13.1 The Company acknowledges that the Underwriters may be engaged in securities trading and brokerage activities, and providing investment banking, investment management, financial and financial advisory services. In the ordinary course of their trading, brokerage, investment and asset management and financial activities, the Underwriters and their Affiliates may hold long or short positions, and may trade or otherwise effect or recommend transactions, for their own account or the accounts of their customers, in debt or equity securities or loans of the Company or any other company that may be involved in any transaction with the Company. Each Underwriter and its Affiliates may also provide a broad range of normal course financial products and services to its customers (including, but not limited to banking, credit derivative, hedging and foreign exchange products and services), including companies that may be involved in any transaction with the Company.

14. Underwriters' Authority

14.1 The Company shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Underwriters by Cormark and Cormark shall represent the Underwriters and have authority to bind the Underwriters hereunder except in respect of a notice of termination pursuant to Section 8 or the exercise of the indemnity rights specified in Section 9 which shall require the action of the relevant Underwriter. Each of the Underwriters agrees that Cormark has been authorized in such regard.

15. Obligations of the Underwriters.

15.1 Subject to the terms and conditions hereof, the obligation of the Underwriters to purchase the FT Units and HD Units shall be several and not joint. The percentage of the FT Units and HD Units to be severally purchased and paid for by each of the Underwriters shall be as follows:

CormarkSecurities Inc.	60%
Desjardins Securities Inc.	30%
HaywoodSecurities Inc.	10%

If one or more of the Underwriters fails to purchase its applicable percentage of the total number of FT Units or HD Units, the remaining Underwriters shall be obligated severally to purchase such FT Units or HD Units which the defaulting Underwriter or Underwriters have failed to purchase on a pro rata basis (or on such other basis as may be agreed to by the remaining Underwriters); provided, however, that in the event that the percentage of the total number of the FT Units and HD Units which one or more of the Underwriters has failed to purchase exceeds 10% of the total number of the FT Units and HD Units to be purchased at such time, the remaining Underwriters shall not be obligated to purchase such FT Units and HD Units (a "10% Default Event"); however, in the event of a 10% Default Event, the remaining Underwriters shall have the right, exercisable at their option, to purchase on a pro rata basis (or on such other basis as may be agreed to by the remaining Underwriters) all, but not less than all, of the FT Units and HD Units which would otherwise have been purchased by the defaulting Underwriter or Underwriters and the remaining Underwriters shall also have the right, by notice in writing to the Company, to postpone the Closing Date for a period not exceeding five Business Days in order to determine whether or not to exercise such right to purchase. If, with respect to the FT Units and HD Units, the non-defaulting Underwriters elect not to exercise such right to purchase in the case of a 10% Default Event, then the Company shall have the right to either (i) proceed with the sale of the FT Units and HD Units (less the defaulted FT Units and HD Units) to the non-defaulting Underwriters; or (ii) terminate its obligations hereunder without liability except pursuant to the provisions of Sections 9 and 10 in respect of the nondefaulting Underwriters. Additionally, nothing in this Section 15 shall oblige the Company to sell to the Underwriters less than all of the FT Units and HD Units or shall relieve an Underwriter in default hereunder from liability to the Company.

16. Survival of Warranties, Representations, Covenants and Agreements

16.1 All representations, warranties, covenants and agreements of the Company herein contained or contained in any documents submitted pursuant to this Agreement and in connection with the transactions herein contemplated shall survive the Closing and, notwithstanding such Closing or any investigation made by or on behalf of the Underwriters or the Purchasers with respect thereto, shall continue in full force and effect for the benefit of the Underwriters and the Purchasers, as applicable for a period of two years following the Closing Date, other than the representations, warranties, covenants and agreements of the Company with respect to the Tax matters and the FT Units, which shall survive until the 60th day following the date upon which the liability to which any such matter with respect to the FT Units may relate is barred by all applicable Laws. For greater certainty, and without limiting the generality of the foregoing, the provisions contained in this Agreement in any way related to the indemnification of the Underwriters by the Company or the contribution obligations of the Underwriters or those of the Company shall survive and continue in full force and effect, indefinitely, subject only to the applicable limitation period prescribed by Law.

17. General Contract Provisions

17.1 Notices. Any notice or other communication to be given hereunder shall be in writing and shall be given by delivery or by email, as follows:

if to the Company:

Delta Resources Limited 1718 Christine Street Kingston, Ontario K7L 4V4

Attention: André Tessier, President and Chief Executive Officer Email: andre@tessier.rocks

with a copy (not to constitute notice) to:

Fasken Martineau DuMoulin LLP 333 Bay Street, Suite 2400 Toronto, Ontario M5H 2T6

Attention: John Sabetti Email: jsabetti@fasken.com

or if to the Underwriters, to Cormark:

Cormark Securities Inc. RBC Plaza, North Tower 200 Bays Street, Suite 1800 Toronto, Ontario M5J 2J2

Attention: Darren Wallace Email: dwallace@cormark.com with a copy (not to constitute notice to the Underwriters) to:

Cassels Brock & Blackwell LLP 2100 Scotia Plaza 40 King Street West Toronto, Ontario M5H 3C2

Attention: Chad Accursi Email: caccursi@cassels.com

and if so given, shall be deemed to have been given and received upon receipt by the addressee or a responsible officer of the addressee if delivered, or four hours after being electronically transmitted and receipt confirmed during normal business hours, as the case may be. Any party may, at any time, give notice in writing to the others in the manner provided for above of any change of address or email address.

17.2 Singular and Plural, etc. Where the context so requires, words importing the singular number include the plural and vice versa, and words importing gender shall include the masculine, feminine and neuter genders.

17.3 No Fiduciary Duty. The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the FT Units and HD Units. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Agreement entered into on an arm's length basis, and in no event do the parties intend that the Underwriters act or be responsible as a fiduciary to the Company or their respective management, shareholders, or creditors or any other person in connection with any activity that the Underwriters may undertake or have undertaken in furtherance of such purchase and sale of any of the Company's securities, either before or after the date hereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Agreement or any matters leading up to such transactions, and the Company hereby confirms its understanding and agreement to that effect. The Company and the Underwriters agree that they are each responsible for making their own independent judgments with respect to any such transactions and that any opinions or views expressed by the Underwriters to the Company regarding such transactions, including, but not limited to, any opinions or views with respect to the price or market for the securities of the Company do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting solely as underwriters in connection with the Offering and not as an agent of or fiduciary of the Company and no Underwriter has assumed, and no Underwriter will assume, any advisory responsibility in favour of the Company with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether any Underwriter has advised or is currently advising the Company on other matters).

17.4 Entire Agreement. This Agreement constitutes the entire agreement between the Underwriters and the Company relating to the subject matter of this Agreement.

17.5 Severability. The invalidity or unenforceability of any particular provision of this Agreement shall not affect or limit the validity or enforceability of the remaining provisions of this Agreement.

17.6 Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective successors and permitted assigns; provided that, except as provided herein or in the Subscription Agreements, this Agreement shall not be assignable by any party without the written consent of the others.

17.7 Further Assurances. Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

17.8 Time of the Essence. Time shall be of the essence for all provisions of this Agreement.

17.9 Language. The parties hereby acknowledge that they have expressly required this Agreement and all notices, statements of account and other documents required or permitted to be given or entered into pursuant hereto to be drawn up in the English language only. Les parties reconnaissent avoir expressément demandé que la présente Convention ainsi que tout avis, tout état de compte et tout autre document à être ou pouvant être donné ou conclu en vertu des dispositions des présentes, soient rédigés en langue anglaise seulement.

17.10 Effective Date. This Agreement is intended to and shall take effect as of the date first set forth above, notwithstanding its actual date of execution or delivery.

17.11 Counterparts. This Agreement may be executed and delivered by original or other electronic transmission (including DocuSign or portable document format (PDF)) in one or more counterparts which, together, shall constitute an original copy of this Agreement as of the date first noted above.

[Rest of page intentionally left blank]

If this Agreement accurately reflects the terms of the transaction which we are to enter into and if such terms are agreed to by the Company, please communicate your acceptance by executing where indicated below.

Yours very truly,

CORMARK SECURITIES INC.

Per: (Signed) "Darren Wallace" Name: Darren Wallace

Title: Managing Director, Investment Banking

DESJARDINS SECURITIES INC.

Per: (Signed) "Marc Mills"

Name: Marc Mills Title: Metals & Mining Investment Banking

HAYWOOD SECURITIES INC.

Per: (Signed) "Kevin Campbell"

Name: Kevin Campbell Title: Managing Director, Investment Banking The foregoing accurately reflects the terms of the transaction which we are to enter into and such terms are agreed to with effect as of the date provided at the top of the first page of this Agreement.

DELTA RESOURCES LIMITED

Per: (Signed) "André Tessier"

Name: André Tessier

Title: President, Chief Executive Officer and Director

SCHEDULE A

This is Schedule "A" to the Underwriting Agreement dated as of May 17, 2023 among the Company and the Underwriters.

FORM OF LOCK-UP AGREEMENT

TO: CORMARK SECURITIES INC. DESJARDINS SECURITIES INC. HAYWOOD SECURITIES INC. (collectively, the "Underwriters")

WHEREAS the undersigned is currently or could become: (i) the registered or beneficial holder of common shares ("Common Shares") in the issued and outstanding capital of Delta Resources Limited (the "Company"); or (ii) a director or officer of the Company;

AND WHEREAS the undersigned understands that the Underwriters have entered into an underwriting agreement dated May 17, 2023 (the "Underwriting Agreement") with the Company providing for the private placement of FT Units and HD Units (the "Offering");

AND WHEREAS in accordance with the terms of the Underwriting Agreement, it is desirable that the Locked-Up Securities (as defined below) be subject to certain restrictions for a limited period of time;

NOW THEREFORE in consideration for the Underwriters completing the Offering on the terms set out in the Underwriting Agreement and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the undersigned hereby enters into this agreement and agrees as follows:

1. All capitalized terms used herein but not otherwise defined herein have the meaning given to them in the Underwriting Agreement.

2. The undersigned agrees not to, directly or indirectly, offer, sell, contract to sell, grant any option to purchase, make any short sale, or otherwise dispose of, or transfer, or announce any intention to do so, any Common Shares held by the undersigned, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership (the "Locked-Up Securities"), or enter into any transaction or arrangement that has the effect of transferring, in whole or in part, any of the economic consequences of ownership of the Locked-Up Securities**,** whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise, for a period (the "Lock-Up Period") commencing on the date hereof and ending 120 days following the Closing Date, unless the undersigned first obtains the prior written consent of Cormark, on behalf of the Underwriters, such consent not to be unreasonably withheld, delayed or conditioned.

3. Section 2 shall not apply to: (a) any sale, transfer or tender of any of the Locked-Up Securities to a take-over bid or in connection with a merger, business combination, arrangement, restructuring or similar transaction involving the Company, provided that in the event such transaction is not completed the Locked-Up Securities shall continue to be subject to this agreement; (b) transfers to affiliates of the undersigned, any family members of the undersigned, or any company, trust or other entity owned by or maintained for the benefit of the undersigned; or (c) transfers occurring by operation of law or in connection with transactions arising as a result of the death of the undersigned, provided that in each of (b) and (c) any such transferee shall first enter into an agreement in substantially similar form to this agreement, which shall remain in full force and effect until the expiry of the Lock-Up Period. For avoidance of doubt, nothing in this Lock-Up Agreement shall prevent the exercise or conversion of any Locked-Up Securities by the Undersigned (including, without limitation, stock options and warrants), provided that any securities received upon such exercise or conversion will also be subject to this Lock-Up Agreement.

4. The undersigned authorizes the Company to cause its transfer agent during the Lock-Up Period to decline to transfer and/or to note stop transfer restrictions on the transfer books and records of the Company with respect to any Locked-Up Securities for which the undersigned is the record holder and, in the case of any such Locked-Up Securities for which the undersigned is the beneficial but not the record holder, agrees to cause the record holder to cause the transfer agent to decline to transfer and/or to note stop transfer restrictions on such books and records with respect to such securities.

5. The undersigned hereby represents and warrants that the undersigned (i) has full power and authority to enter into this agreement, and that, upon the reasonable request of the Underwriters, the undersigned will execute any additional documents necessary or desirable in connection with the enforcement hereof; (ii) understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding towards consummation of the Offering; and (iii) understands that it is a condition of the completion of the Offering that certain persons enter into an agreement in the form or substantially in the form hereof. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned's legal representatives, successors and permitted assigns, and shall enure to the benefit of the Company, the Underwriters and their successors and assigns for the duration of the Lock-Up Period. All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned.

6. This agreement shall enure to the benefit of the addressees and their successors and assigns and shall be governed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein.

[Signature page follows]

This agreement may be executed by electronic signatures which shall be effective as original signatures.

DATED as of this day of , 2023.

NAME OF SECURITYHOLDER:

Name (or Name and Title of authorized signing officer, if not an individual) (please type or print)

Number and class of the Undersigned's Securities

(Signature of Securityholder)