UNDERWRITING AGREEMENT

January 29, 2025

Discovery Silver Corp.

701 – 55 University Ave

Toronto, Ontario M5J 2H7

Attention: Tony Makuch, Chief Executive Officer and Director

Dear Sir:

Based upon and subject to the terms and conditions set out in this agreement (the “Underwriting Agreement”), BMO Nesbitt Burns Inc. (“BMO Capital Markets”) and SCP Resource Finance LP (together, the “Lead Underwriters”), and CIBC World Markets Inc., Cormark Securities Inc., National Bank Financial Inc., Raymond James Ltd., and Ventum Financial Corp. (together with the Lead Underwriters, the “Underwriters”) hereby severally, and not jointly, or jointly and severally, in the respective percentages set out in Section 17, offer to purchase from Discovery Silver Corp. (the “Company”), and the Company hereby agrees to issue and sell to the Underwriters, on the Closing Date, 250,000,000 subscription receipts of the Company (the “Purchased Subscription Receipts”), at a price of $0.90 per Purchased Subscription Receipt (the “Offering Price”), for gross proceeds to the Company of $225,000,000 (the “Offering”). The Company also proposes to issue and sell, at the election of the Underwriters, up to an additional 25,000,000 subscription receipts (the “Over-Allotment Subscription Receipts”) and together with the Purchased Subscription Receipts the “Subscription Receipts”) pursuant to the due and proper exercise of the Over-Allotment Option (as hereinafter defined) at the Offering Price.

Each Subscription Receipt will, in accordance with the specific terms and conditions of the Subscription Receipt Agreement (as hereinafter defined), entitle the holder either:

(a) if the Escrow Release Conditions (as hereinafter defined) are satisfied without the prior occurrence of a Termination Event (as hereinafter defined), to receive one fully-paid and non-assessable Common Share (as hereinafter defined) (each a “Subscription Receipt Share” and collectively, the “Subscription Receipt Shares”) per Subscription Receipt held without any further action on the part of the holder thereof and without payment of additional consideration; or

(b) if (i) the Escrow Release Notice and Direction (as hereinafter defined) is not delivered on or prior to the Escrow Deadline (as hereinafter defined); (ii) the Acquisition Agreement (as hereinafter defined) is terminated; (iii) the Company advises the Lead Underwriters, on behalf of the Underwriters, or announces to the public that it does not intend to proceed with the Acquisition (as hereinafter defined) (any such event, a “Termination Event” and the date on which such Termination Event occurs, the “Termination Date”), the Subscription Receipt Agent (as hereinafter defined) will pay to each holder of the Subscription Receipts, an amount (the “Termination Payment”) per Subscription Receipt equal to the Offering Price in respect of such Subscription Receipt plus such holder’s proportionate share of any interest and other income received or credited on the investment of the Escrowed Funds (as hereinafter defined) between the Closing Date and the Termination Date (“Earned Interest”), in each case net of any applicable withholding taxes. The Termination Payment will be made from the balance of the Escrowed Funds at the Termination Date, provided that if the balance of the Escrowed Funds at the Termination Date is insufficient to cover the aggregate amount of the Termination Payments payable to the holders of the Subscription Receipts, pursuant to the Subscription Receipt Agreement, the Company will be required to pay to the Subscription Receipt Agent, as agent on behalf of the holders of the Subscription Receipts, the deficiency between the amount of Escrowed Funds at the Termination Date and the aggregate of the Termination Payments due to the holders of the Subscription Receipts.

The gross proceeds of the Offering less the Non-Escrowed Underwriting Fee (as hereinafter defined) will, until the earlier of the delivery of the Escrow Release Notice and Direction and the Termination Date, be held in escrow by the Subscription Receipt Agent (such amount together with Earned Interest thereon from time to time, the “Escrowed

Funds") and deposited or invested, as applicable, in interest-bearing trust accounts to be maintained by the Subscription Receipt Agent as specified in the Subscription Receipt Agreement. In connection with the Acquisition Closing (as hereinafter defined), the Escrowed Funds, less the Escrowed Underwriting Fee will be released by the Subscription Receipt Agent to or at the direction of the Company and used, directly or indirectly, to pay a portion of the purchase price for the Acquisition.

The Company hereby grants to the Underwriters the option (the "Over-Allotment Option") to purchase from the Company, at the Underwriters' election, exercisable in whole or in part at any time and from time to time until the earlier of (i) 30 days following the Closing Date (as hereinafter defined) or (ii) the Termination Date, up to 25,000,000 Over-Allotment Subscription Receipts, in the aggregate, representing up to 10% of the number of Purchased Subscription Receipts, on the same basis and at the same price as the purchase of the Purchased Subscription Receipts for the purpose of covering overallotments, if any, and for market stabilization purposes. In the event the Over-Allotment Option is exercised in whole or in part following the Acquisition Closing, an equal number of Common Shares will be issued in lieu of Over-Allotment Subscription Receipts.

It is understood and agreed that the Company shall be entitled to offer up to $12,000,000 of Subscription Receipts pursuant to the Offering to certain President's List Purchasers (as hereinafter defined).

The Company has advised that: (i) it is current in the filing of all materials required to be filed under the Applicable Securities Laws (as hereinafter defined) in the Qualifying Jurisdictions (as hereinafter defined); (ii) it has filed the Base Shelf Prospectus (as hereinafter defined) in each of the provinces and territories of Canada and the OSC (as hereinafter defined), as principal regulator, has issued a decision document in respect thereof under NP 11-202 (as hereinafter defined) on behalf of itself and the other Securities Commissions (as hereinafter defined): and (iii) it is qualified to file the Prospectus Supplement (as hereinafter defined) in each of the provinces and territories of Canada, except Québec and Nunavut (the “Qualifying Jurisdictions”), as a supplement to the Base Shelf Prospectus in accordance with the requirements of NI 44-101 and NI 44-102 (as such terms are hereinafter defined).

The Subscription Receipts shall be distributed in one or more of the Qualifying Jurisdictions by the Underwriters pursuant to the Prospectus (as hereinafter defined). The Subscription Receipts may also be offered and sold in the United States (as hereinafter defined) (i) to Qualified Institutional Buyers (as defined below) in accordance with Rule 144A (as hereinafter defined) or (ii) to a limited number of substituted purchasers who are Accredited Investors (as hereinafter defined) in accordance with Rule 506(b) (as hereinafter defined) and/or in reliance upon Section 4(a)(2) (as hereinafter defined), and in each case any similar exemption under any applicable U.S. state securities laws. All offers and sales of the Subscription Receipts: (i) will be made in accordance with Schedule "A" attached hereto (which schedule is incorporated into and forms part of this Underwriting Agreement); (ii) will be conducted in such a manner so as not to require registration thereof or the filing of a prospectus or an offering memorandum with respect thereto under the U.S. Securities Act (as hereinafter defined); and (iii) will be conducted through an affiliate of one or more of the Underwriters duly registered with the SEC (as hereinafter defined) and the Financial Industry Regulatory Authority, Inc. and in compliance with U.S. Securities Laws (as hereinafter defined). Subject to applicable law, including the Applicable Securities Laws, and the terms of this Underwriting Agreement, the Subscription Receipts may also be distributed in other jurisdictions outside Canada and the United States, provided that they are lawfully offered and sold on a basis exempt from the prospectus, registration or similar requirements of any such jurisdictions.

The Underwriters shall have the right to invite one or more investment dealers (each, a "Selling Firm") to form a selling group to participate in the soliciting of offers to purchase the Subscription Receipts and the Underwriters have the exclusive right to control all compensation arrangements between the members of the selling group. The Underwriters shall ensure that any Selling Firm shall agree with the Underwriters to comply with all applicable laws and with the covenants and obligations given by the Underwriters herein.

Subject to Section 11, in consideration of the Underwriters' services to be rendered in connection with the Offering, the Company shall pay to the Underwriters the Underwriting Fee.

The Underwriters may offer the Subscription Receipts at a price less than the Offering Price as described in further detail in Section 17 below, in compliance with Canadian Securities Laws and, specifically, the requirements of NI 44-101 and NI 44-102 and the disclosure concerning the same contained in the Prospectus and the U.S. Placement Memorandum (as hereinafter defined).

The following are the terms and conditions of the agreement between the Company and the Underwriters:

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation

(1) In this Underwriting Agreement:

"Accredited Investor" means an accredited investor as that term is defined in Rule 501(a) of Regulation D;

"Acquisition" means the acquisition by the Company of the Porcupine Complex from Goldcorp Canada Ltd. as contemplated by the Acquisition Agreement;

"Acquisition Agreement" means the definitive share purchase agreement dated January 27, 2025 between the Company and Goldcorp Canada Ltd. in respect of the Acquisition;

"Acquisition Closing" means the consummation of the Acquisition in accordance with the Acquisition Agreement;

"Act" means the Business Corporations Act (British Columbia);

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

"Applicable Securities Laws" means Canadian Securities Laws and U.S. Securities Laws;

"Base Shelf Prospectus" means the final short form base shelf prospectus of the Company dated March 23, 2023 including all of the Documents Incorporated by Reference;

"Business Day" means any day other than a Saturday, Sunday or statutory or civic holiday in Toronto, Ontario;

"Canadian Securities Laws" means, collectively, all applicable securities laws of each of the Qualifying Jurisdictions and the respective rules and regulations under such laws, together with applicable published instruments, notices and orders of the securities regulatory authorities in the Qualifying Jurisdictions;

"Closing" means the completion of the issue and sale of the Purchased Subscription Receipts;

"Closing Date" means February 3, 2025 or any earlier or later date as may be agreed to by the Company and the Underwriters, each acting reasonably;

"Closing Time" means 8:00 a.m. (Toronto time) on the Closing Date or such other time on the Closing Date as may be agreed to by the Company and the Underwriters, each acting reasonably;

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

"Company's Auditor" means such firm of chartered accountants as the Company may have appointed or may from time to time appoint as auditor of the Company, including prior auditors of the Company, as applicable;

"Credit Facility" means the US$100,000,000 term loan facility to be available, subject to the satisfaction of conditions precedent, upon the Acquisition Closing by an affiliate of Franco-Nevada Corporation, as lender, to NewCo, as borrower, and guaranteed by the Company;

"Debt Instrument" means any note, loan, bond, debenture, indenture, promissory note, credit facility, or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, and any amendments thereto, to which the Company or its Material Subsidiaries are a party or to which their property or assets are otherwise bound, including, but not limited to, the Royalty-Linked Loan and the Credit Facility;

"Discovery AIF" means the annual information form of the Company for the year ended December 31, 2023, dated March 28, 2024;

"distribution" means distribution or distribution to the public, as the case may be, for the purposes of the Canadian Securities Laws;

"Documents Incorporated by Reference" means, in respect of any of the Offering Documents, the documents specified as being incorporated therein by reference or which are deemed to be incorporated therein by reference pursuant to Canadian Securities Laws;

"Earned Interest" has the meaning ascribed thereto on the first page of this Underwriting Agreement;

"Engagement Letter" has the meaning ascribed thereto in Section 25;

"Environmental Laws" has the meaning ascribed thereto in Section 7(1)(hhh)(i);

"Environmental Permits" has the meaning ascribed thereto in Section 7(1)(hhh)(ii);

"Escrow Deadline" means 5:00 p.m. (Toronto time) on June 30, 2025, or such later date in the event the closing of the Acquisition is extended in accordance with the terms of the Acquisition Agreement;

"Escrow Release Conditions" means:

(a) the satisfaction or waiver of all material conditions precedent to the Acquisition, substantially on the terms as set out in the Acquisition Agreement, other than the payment of the Purchase Price (as such term is defined in the Acquisition Agreement);

(b) the Company has available to it all other funds required to complete the Acquisition;

(c) the delivery to the Underwriters of a form of title opinion in respect of the Porcupine Complex as provided in the Acquisition Agreement; and

(d) the Company and the Lead Underwriters (on their own behalf and on behalf of the other Underwriters) having delivered a joint notice to the Subscription Receipt Agent confirming that the conditions set forth in (a), (b) and (c) above have been satisfied or waived.

As a condition precedent to the execution by the Lead Underwriters of the notice referred to in (d) above, the Chief Executive Officer and Chief Financial Officer of the Company (or such other officers as may be acceptable to the Lead Underwriters, acting reasonably) shall certify to the Underwriters that the Escrow Release Conditions set out in (a) and (b) have been satisfied;

"Escrow Release Notice and Direction" means the notice to be provided to the Subscription Receipt Agent, substantially in the form attached to the Subscription Receipt Agreement, executed by the Company and the Lead Underwriters on behalf of the Underwriters, certifying that the Escrow Release Conditions have been satisfied;

"Escrowed Funds" has the meaning ascribed to such term on the second page of this Underwriting Agreement;

"Escrowed Underwriting Fee" has the meaning ascribed thereto in Section 11(2);

"Franco-Nevada Financing Package" means, collectively, the Franco-Nevada Royalty and the Credit Facility;

"Franco-Nevada Royalty" means the purchase by an affiliate of Franco-Nevada Corporation, as payee, from NewCo, as payor, upon the Acquisition Closing, of: (i) a 2.25% life-of-mine net smelter returns royalty on all minerals produced from the Porcupine Complex for consideration of US$200,000,000; and (ii) an additional 2.00% fixed and early repayable royalty on all minerals produced from the Porcupine Complex (the "Repayable Royalty") for consideration of US$100 million;

"Governmental Authority" means and includes, without limitation, any national, federal government, province, state, municipality or other political subdivision of any of the foregoing, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any corporation or other entity owned or controlled (through stock or capital ownership or otherwise) by any of the foregoing, and any governmental department, commission, board, bureau, agency or instrumentality, including the Securities Commissions, the TSX and the OTCQX;

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

"Implementation Agreement" means the implementation agreement dated January 27, 2025 between the Company and Franco-Nevada Corporation that provides for the closing conditions and closing deliverables that must be respectively, satisfied and delivered in order for funding to occur in respect of the Franco-Nevada Royalty and the NSR Agreement;

"including" means including without limitation;

"Indemnified Party" has the meaning ascribed thereto in Section 14(1);

"Intellectual Property" has the meaning ascribed thereto in Section 7(1)(pp);

"Lead Underwriters" has the meaning ascribed thereto in the first paragraph of this Underwriting Agreement;

"Leased Premises" means each premises which the Company or any Subsidiary occupies as tenant;

"Letter Agreement" means the letter agreement between the Company and Franco-Nevada Corporation dated as of January 27, 2025 providing if prior to the Acquisition Closing there is a change in law that would materially adversely impact the Franco-Nevada Royalty as an interest in land, as a condition of the Acquisition Closing, or if not reasonably possible, within sixty days after Acquisition Closing, the Company and Franco-Nevada Corporation may amend the Franco-Nevada Royalty to preserve status as a royalty in land or, if the parties cannot agree on changes or if changes are impracticable, NewCo shall grant to an affiliate of Franco-Nevada Corporation a first priority security interest over the Porcupine Complex to secure NewCo's obligations under the Franco-Nevada Royalty;

"marketing materials", "standard term sheet" and "template version" shall have their respective meanings ascribed thereto in NI 41-101;

"Material Adverse Effect" means any event, change, fact, or state of being which would reasonably be expected to have a significant and adverse effect on the business, affairs, capital, operation, properties, permits, assets, liabilities (absolute, accrued, contingent or otherwise) or condition (financial or otherwise) of the Company and the Material Subsidiaries considered on a consolidated basis, or any event, change, fact or state of being which would result in the Offering Documents containing a misrepresentation;

"Material Agreement" means any Debt Instrument, contract, commitment, agreement (written or oral), instrument, lease, license, or other document (written or oral), to which the Company or the Material Subsidiaries are a party and which is material to the Company and the Material Subsidiaries on a consolidated basis;

"Material Permits" means all material permits, certificates, licences, approvals, consents, registrations and other authorizations of the Company and the Material Subsidiaries;

"Material Property" means the Cordero Silver Project located in northern Mexico, in the south of the state of Chihuahua approximately 600 kilometers from the border with the United States, as described in the Discovery AIF;

"Material Subsidiaries" means, collectively: (i) Levon Resources Ltd.; (ii) Valley High Ventures Ltd.; (iii) Citrine Investment Holdings Limited; and (iv) Minera Titan S.A. de C.V.;

"Mexico Mining Law Reforms" means the decree enacted by the Mexican government on May 8, 2023 and published in the Official Gazette on May 9 to reform various provisions of the mining laws in Mexico;

"NewCo" means a new entity to be formed to hold all of Goldcorp Canada Ltd.'s rights, title and interest in and to the Porcupine Complex;

"NI 41-101" means National Instrument 41-101 – General Prospectus Requirements;

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

"NI 44-101" means National Instrument 44-101 – Short Form Prospectus Distributions;

"NI 44-102" means National Instrument 44-102 – Shelf Distributions;

"Non-Escrowed Underwriting Fee" has the meaning ascribed thereto in Section 11(2);

"NP 11-202" means National Policy 11-202 – Process for Prospectus Reviews in Multiple Jurisdictions;

"NSR Agreement" means the net smelter return royalty agreement to be entered into upon the Acquisition Closing among an affiliate of Franco-Nevada Corporation, NewCo, and the Company providing for the Franco-Nevada Royalty;

"Offering" has the meaning ascribed thereto in the first paragraph of this Underwriting Agreement;

"Offering Documents" means, collectively, the Base Shelf Prospectus, the Prospectus Supplement, any Prospectus Amendment, any Supplementary Material, the U.S. Placement Memorandum and any U.S. Supplementary Material;

"OSC" means the Ontario Securities Commission, as principal regulator of the Company;

"OTCQX" means the OTCQX market of the OTC Market Group;

"Over-Allotment Closing Date" has the meaning ascribed thereto in Section 10(2)(a);

"Over-Allotment Closing Time" has the meaning ascribed thereto in Section 10(2)(a);

"Over-Allotment Option" has the meaning ascribed thereto on the second page of this Underwriting Agreement;

"Over-Allotment Subscription Receipts" has the meaning ascribed thereto in the first paragraph of this Underwriting Agreement;

"Passport System" means the system and procedures for prospectus filing and review under Multilateral Instrument 11-102 – Passport System adopted by the Securities Commissions (other than the OSC) and NP 11-202;

"person" means any individual, sole proprietorship, partnership, firm, entity, unincorporated association, unincorporated syndicate, unincorporated organization, joint venture association, trust, body corporate, Governmental Authority or other legal entity;

"Porcupine Complex" means collectively, the Hollinger open pit, the Hoyle Pond mine, the Dome mine and the Pamour open pit located in the city of Timmins, Ontario as well as the Borden mine located near the town of Chapleau, Ontario;

"President's List Purchasers" means such persons as may be agreed to by the Company and the Lead Underwriters, on behalf of the Underwriters;

"Prospectus" means, collectively, the Base Shelf Prospectus, as supplemented by the Prospectus Supplement and any Prospectus Amendment, in each case including all of the Documents Incorporated by Reference;

"Prospectus Amendment" means any amendment to the Base Shelf Prospectus or the Prospectus Supplement, required to be prepared and filed by the Company pursuant to Canadian Securities Laws;

"Prospectus Supplement" means the prospectus supplement, to be dated on or about January 29, 2025, to the Base Shelf Prospectus;

"Public Disclosure Documents" means, collectively, all of the documents which have been filed on SEDAR+ by or on behalf of the Company during the three-year period prior to the Closing Date with the relevant Securities Commissions pursuant to the requirements of Applicable Securities Laws;

"Purchased Subscription Receipts" has the meaning ascribed thereto in the first paragraph of this Underwriting Agreement;

"Purchasers" means, collectively, each of the purchasers of Subscription Receipts arranged by the Underwriters pursuant to the Offering, including, if applicable, the Underwriters;

"Qualified Institutional Buyer" means a qualified institutional buyer as that term is defined in Rule 144A;

"Qualifying Jurisdictions" has the meaning ascribed thereto in the third paragraph of this Underwriting Agreement;

"Regulation D" has the meaning ascribed thereto in Schedule "A" hereto;

"Regulation S" has the meaning ascribed thereto in Schedule "A" hereto;

"Repayable Royalty" has the meaning ascribed thereto in the definition of Franco-Nevada Royalty;

"Rule 144A" means Rule 144A adopted by the SEC under the U.S. Securities Act;

"Rule 506(b)" means Rule 506(b) of Regulation D;

"SEC" means the United States Securities and Exchange Commission;

"Section 4(a)(2)" means Section 4(a)(2) of the U.S. Securities Act;

"Securities Commissions" means the applicable securities commission or similar regulatory authority in each of the Qualifying Jurisdictions;

"SEDAR+" means the System for Electronic Document Analysis and Retrieval + of the Canadian Securities Administrators;

"Selling Firm" has the meaning ascribed thereto in the sixth paragraph of this Underwriting Agreement;

"Standard Listing Conditions" has the meaning ascribed thereto in Section 6(13);

"Subscription Receipt Agent" means TSX Trust Company, in such capacity;

"Subscription Receipt Agreement" means the agreement to be entered into on the Closing Date among the Company, the Subscription Receipt Agent and the Lead Underwriters in respect of the issuance of the Subscription Receipts;

"Subscription Receipt Shares" means the Common Shares underlying the Subscription Receipts to be issued upon satisfaction of the Escrow Release Conditions;

"Subscription Receipts" has the meaning ascribed thereto in the first paragraph of this Underwriting Agreement;

"Subsidiaries" means the subsidiaries of the Company listed in Schedule "B" hereto and "Subsidiary" shall mean any one of them, as the case may be;

"subsidiary" means a subsidiary for purposes of the Securities Act (Ontario);

"Supplementary Material" means, collectively, any Prospectus Amendment, any amendment to any of the other Offering Documents or any amendment or supplemental prospectus or ancillary materials that may be filed by or on behalf of the Company under Applicable Securities Laws relating to the distribution of the Subscription Receipts;

"Survival Limitation Date" means the later of: (i) the third anniversary of the Closing Date; and (ii) the latest date under Canadian Securities Laws relevant to a purchaser of any Subscription Receipts (non-residents of Canada being deemed to be resident in the Province of Ontario for such purposes) that a purchaser of Subscription Receipts may be entitled to commence an action or exercise a right of rescission, with respect to a misrepresentation contained in the Prospectus or, if applicable, any Supplementary Material;

"Tax Act" means the Income Tax Act (Canada) and the regulations promulgated thereunder, as now enacted and as the same may from time to time be amended, re-enacted or replaced;

"Term Loan Agreement" means the term loan agreement to be entered into upon the Acquisition Closing among an affiliate of Franco-Nevada Corporation, as lender, NewCo, as borrower, and the Company, as guarantor, providing for the Credit Facility;

"Termination Date" has the meaning ascribed to such term on the first page of this Underwriting Agreement;

"Termination Event" has the meaning ascribed thereto on the first page of this Underwriting Agreement;

"Termination Payment" has the meaning ascribed thereto on the first page of this Underwriting Agreement;

"Transfer Agent" means TSX Trust Company, acting in such capacity;

"TSX" means the Toronto Stock Exchange;

"Underwriters" has the meaning ascribed thereto in the first paragraph of this Underwriting Agreement;

"Underwriters' Information" has the meaning ascribed thereto in Section 3(3);

"Underwriting Fee" has the meaning ascribed thereto in Section 11(1);

"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. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

"U.S. Placement Memorandum" means the U.S. private placement memorandum, in a form satisfactory to the Underwriters and the Company, each acting reasonably, including the Prospectus, to be delivered to each offeree and purchaser of the Subscription Receipts in the United States in accordance with Schedule "A" hereto;

"U.S. Securities Act" means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

"U.S. Securities Laws" means all applicable securities legislation in the United States, including the U.S. Securities Act, the U.S. Exchange Act and the rules and regulations promulgated thereunder, and any applicable state securities laws; and

"U.S. Supplementary Material" means any Supplementary Material required, in the opinion of the Underwriters, to be delivered to Purchasers or prospective purchasers in the United States with any supplemental, or supplement to, the U.S. Placement Memorandum as may be so required.

(2) Headings, etc. The division of this Underwriting 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 Underwriting 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 Underwriting Agreement.

(3) 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.

(4) Capitalized Terms. Capitalized terms used but not defined herein have the meanings ascribed to them in the Prospectus.

(5) Schedules. The following Schedules are attached to this Underwriting Agreement and are deemed to be part of and incorporated in this Underwriting Agreement:

Schedule	Title
"A"	United States Offers and Sales Subsidiaries
"B"

(6) All representations and warranties in this Underwriting Agreement that relate to the Porcupine Complex or which relate to financial or other information relating to the auditors or technical consultants of the Porcupine Complex are made to the knowledge of the Company to the extent gained in the course of their due diligence review in connection with the Acquisition.

Section 2 Prospectus Covenants

(1) As soon as practicable after the execution of this Underwriting Agreement, the Company will prepare and file the Prospectus Supplement, including copies of any documents or information incorporated by reference

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therein, with the Securities Commissions, and in any event no later than January 29, 2025, and will have taken all other steps and proceedings that may be necessary in order to qualify the Subscription Receipts for distribution in each of the Qualifying Jurisdictions by the Underwriters and other persons who are registered in a category permitting them to distribute the Subscription Receipts under the Canadian Securities Laws and who comply with the Canadian Securities Laws.

(2) Until the earlier of the date on which: (i) the distribution of the Subscription Receipts is completed; or (ii) the Underwriters have exercised their termination rights pursuant to Section 12, the Company will promptly take, or cause to be taken, all additional steps and proceedings that may from time to time be required under Canadian Securities Laws to continue to qualify the distribution of the Subscription Receipts, or, in the event that the Subscription Receipts have, for any reason, ceased so to qualify, to so qualify again the Subscription Receipts for distribution in the Qualifying Jurisdictions.

(3) The Company, and the Underwriters, severally, and not jointly, or jointly and severally, covenant and agree:

(a) during the distribution of the Subscription Receipts, the Company and the Lead Underwriters on behalf of the Underwriters shall approve in writing, prior to such time marketing materials are provided to potential investors in Subscription Receipts, a template version of any marketing materials reasonably requested to be provided by the Underwriters to any potential investor of Subscription Receipts, such marketing materials to comply with Canadian Securities Laws.

(b) the Company shall file a template version of such marketing materials with the Securities Commissions as soon as reasonably practicable after such marketing materials are so approved in writing by the Company and the Lead Underwriters, on behalf of the Underwriters, and in any event on or before the day the marketing materials are first provided to any potential investor of the Subscription Receipts, and such filing shall constitute the Underwriters’ authority to use such marketing materials in connection with the Offering. The Company and the Lead Underwriters may agree that any comparables shall be redacted from the template version in accordance with NI 44-101 prior to filing such template version with the Securities Commissions and a complete template version containing such comparables and any disclosure relating to the comparables, if any, shall be delivered to the Securities Commissions by the Company.

(c) not to provide any potential investor of Subscription Receipts with any marketing materials unless a template version of such marketing materials has been filed by the Company with the Securities Commissions on or before the day such marketing materials are first provided to any potential investor of Subscription Receipts;

(d) not to provide any potential investor with any materials or information in relation to the distribution of the Subscription Receipts or the Company other than: (a) such marketing materials that have been approved and filed in accordance with Section 2(3)(a); (b) the Offering Documents; and (c) any standard term sheets approved in writing by the Company and the Lead Underwriters; and

(e) that any marketing materials approved and filed in accordance with Section 2(3)(a), and any standard term sheets approved in writing by the Company and the Lead Underwriters, shall only be provided to potential investors in the Qualifying Jurisdictions.

Section 3 Delivery of Offering Documents

(1) The Company will deliver, contemporaneously with the filing thereof with the Securities Commissions in each of the Qualifying Jurisdictions, electronic copies of the Offering Documents, an electronic copy of any other document required to be filed by the Company under Applicable Securities Laws in connection therewith (including to the extent not previously filed, electronic copies of any Documents Incorporated by Reference therein), in each case, signed as required by Applicable Securities Laws, and each such delivery of the Offering Documents will have constituted and shall constitute the consent of the Company to the use of such documents by the Underwriters in connection with the distribution of the Subscription Receipts, subject

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to the Underwriters complying with the provisions of Applicable Securities Laws and the provisions of this Underwriting Agreement.

(2) Delivery of the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment will be satisfied in accordance with the “access equals delivery” provisions contained in Part 6A of NI 44-102 and the Underwriters and the Company shall satisfy any request for electronic or paper copies of such Base Shelf Prospectus, Prospectus Supplement and any Prospectus Amendment in accordance with the requirements of NI 44-102, without charge. The Company will cause to be delivered to the Underwriters without charge, at those delivery points as the Underwriters may reasonably request, commercial copies of the U.S. Placement Memorandum.

(3) Each delivery of the Offering Documents to the Underwriters by the Company in accordance with this Underwriting Agreement will constitute the representation and warranty of the Company to the Underwriters that (except for information and statements relating solely to the Underwriters and furnished by them specifically for use in the Offering Documents (collectively, “Underwriters’ Information”)), at the respective date of such document:

(a) the information and statements contained in each of the Offering Documents (including, for greater certainty, the Documents Incorporated by Reference therein): (i) are true and correct and contain no misrepresentation; and (ii) constitute full, true and plain disclosure of all material facts relating to the Subscription Receipts and the Company;

(b) no material fact has been omitted from any of the Offering Documents that is required to be stated in such document or is necessary to make the statements therein not misleading in the light of the circumstances in which they were made;

(c) each of the Prospectus and the Supplementary Material complies in all material respects with Canadian Securities Laws; and

(d) each of the U.S. Placement Memorandum and any U.S. Supplementary Material complies in all material respects with U.S. Securities Laws.

(4) The Company will also deliver to the Underwriters, prior to the filing of the Prospectus Supplement, as applicable, unless otherwise indicated:

(a) a copy of the Prospectus Supplement in the form required by Canadian Securities Laws;

(b) a copy of any other document filed with, or delivered to, the Securities Commissions by the Company under Canadian Securities Laws in connection with the Offering, including any Supplementary Material and any Document Incorporated by Reference in the Prospectus not previously filed on SEDAR+;

(d) in the case of the Prospectus Supplement, a “long-form” comfort letter dated the date of the Prospectus Supplement, in form and substance satisfactory to the Underwriters, acting reasonably, addressed to the Underwriters and the Company, from the Company’s Auditor, and based on a review completed not more than two Business Days prior to the date of the letter, with respect to financial and accounting information relating to the Company included and incorporated by reference in the Prospectus, which letter shall be in addition to the auditors’ report contained in the Prospectus and any auditors’ comfort letter addressed to the Securities Commissions and filed with or delivered to the Securities Commissions under Canadian Securities Laws.

(5) Opinions, comfort letters and other documents substantially similar to those referred to in this Section 3 will be delivered to the Underwriters and the Company, and their respective counsel, as applicable, with respect

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to any Supplementary Material, contemporaneously with, or prior to the filing of, such Supplementary Material.

Section 4 Notifications of Material Changes During the Distribution of the Subscription Receipts

(1) The Company will promptly notify the Underwriters during the period prior to the completion of the distribution of the Subscription Receipts of the full particulars of:

(a) any material change (actual, anticipated, threatened, contemplated, or proposed by, to, or against) in the condition (financial or otherwise), assets, liabilities (contingent or otherwise), business, affairs, operations, properties, capital or prospects of the Company and its Subsidiaries on a consolidated basis;

(b) any material fact that has arisen or has been discovered and would have been required to have been stated in any of the Offering Documents had that fact arisen or been discovered on, or prior to, the date of the Offering Documents, as the case may be;

(c) any change in any material fact or any misstatement of any material fact contained in any of the Offering Documents, or the existence of any new material fact, in each case which is of a nature as to render any of the Offering Documents misleading or untrue in any material respect or would result in a misrepresentation therein;

(d) any change in applicable laws, materially and adversely affecting, or which would reasonably be expected to materially and adversely affect, the condition (financial or otherwise), assets, liabilities (contingent or otherwise), business, affairs, operations, properties, capital or prospects of the Company and its Subsidiaries on a consolidated basis or the distribution of the Subscription Receipts;

(e) any breach of any covenant of this Underwriting Agreement or any Offering Documents by the Company, or upon it becoming aware that any representation or warranty of the Company contained in this Underwriting Agreement or any Offering Document is or has become untrue or inaccurate in any material respect;

(f) any request by any Securities Commission to amend or supplement the Prospectus or for additional information;

(g) the suspension of the qualification of the Subscription Receipts for offering, sale, grant or issuance in any jurisdiction, or of any order suspending or preventing the use of the Offering Documents or of the institution or, to the knowledge of the Company, threatening of any proceedings for any such purpose;

(h) the receipt by the Company of any material communication, whether written or oral, from any Securities Commissions, the TSX or any other competent authority, relating to the Prospectus or the distribution of the Subscription Receipts;

(i) any notice or other correspondence received by the Company from any regulatory or governmental body and any requests from such bodies for information, a meeting or a hearing relating to the Company, the Offering, the issue and sale of the Subscription Receipts;

(j) the issuance by any Securities Commission or any stock exchange of any order having the effect of ceasing or suspending the distribution of the Subscription Receipts or the trading in any securities of the Company, or of the institution or, to the knowledge of the Company, threatening of any proceeding for any such purpose and the Company will use its reasonable best efforts to prevent the issuance of any such stop order or of any order preventing or suspending such use or such order ceasing or suspending the distribution of the Subscription Receipts or the trading in the shares of

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the Company and, if any such order is issued, to obtain the lifting thereof at the earliest possible time;

and the Company shall promptly, and in any event within any applicable time limitation, comply with all applicable filings and other requirements under the Applicable Securities Laws as a result of such fact or change, including, for greater certainty, filing any Supplementary Material which may be necessary under Applicable Securities Laws to qualify the Subscription Receipts in the Qualifying Jurisdictions; provided that the Company shall not file any Supplementary Material or other document without first providing the Underwriters with a copy of such Supplementary Material or other document and consulting with the Underwriters and their counsel with respect to the form and content thereof.

(2) In addition to the provisions of Section 4(1), the Company will, in good faith, discuss with the Underwriters any change, event, development or fact, contemplated, anticipated, threatened, or proposed in Section 4(1) that is of such a nature that there may be reasonable doubt as to whether notice should be given to the Underwriters under Section 4 and will consult with the Underwriters with respect to the form and content of any Supplementary Material proposed to be filed by the Company, it being understood and agreed that no such Supplementary Material will be filed with any Securities Commission until the Underwriters and their legal counsel have been given a reasonable opportunity to review and comment on, and approve, if required under Applicable Securities Laws, such material.

Section 5 Due Diligence

Prior to the Closing Time and, if applicable, prior to the filing of any Supplementary Material, the Underwriters and their legal counsel will be provided with timely access to all information required to permit them to conduct due diligence investigations which they may require in order to fulfil their obligations under Applicable Securities Laws. The Company will make available to the Underwriters and their legal counsel, on a timely basis, all corporate and operating records, material contracts, financial information, budgets, key officers, and other relevant information necessary in order to complete the due diligence investigation of the Company and the Material Subsidiaries and their business, properties, assets, affairs and financial condition for this purpose, and without limiting the scope of the due diligence inquiries the Underwriters may conduct, to participate and cause their counsel, the Company's Auditor and the Company's technical consultants to participate in one or more due diligence sessions to be held prior to the filing of the Prospectus Supplement and the Closing Time. It shall be a condition precedent to the Underwriters' execution of any certificate in any Offering Document that the Underwriters be satisfied, acting reasonably, as to the form and content of the document. The Underwriters shall not unreasonably withhold or delay the execution of any such Offering Document required to be executed by the Underwriters and filed in compliance with Applicable Securities Laws for the purpose of the Offering.

Section 6 Conditions of Closing

The Underwriters' obligations under this Underwriting Agreement (including the obligation to complete the purchase of the Subscription Receipts or any of them) are conditional upon and subject to:

(1) Legal Opinions. The Underwriters receiving at the Closing Time favourable legal opinions addressed to the Underwriters from Bennett Jones LLP, counsel to the Company, or local counsel with respect to those matters governed by the laws of jurisdictions other than the jurisdictions in which it is qualified to practice, which counsel may rely as to matters of fact, on certificates of the officers of the Company, public and stock exchange officials and other documentation standard for legal opinions in transactions of a similar nature, in form and substance acceptable to the Underwriters, acting reasonably, with respect to the following matters:

(a) the Company being a corporation existing under the Business Corporations Act (British Columbia) and having all requisite corporate power and capacity to carry on business, to own, lease and operate properties and assets and to enter into this Underwriting Agreement and the Subscription Receipt Agreement and to perform its obligations hereunder and thereunder;

(b) the authorized share capital of the Company;

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(c) all necessary corporate action having been taken by the Company to authorize the execution and delivery of each of this Underwriting Agreement and the Subscription Receipt Agreement and the performance of its obligations hereunder and thereunder and as to each of this Underwriting Agreement and the Subscription Receipt Agreement having been duly authorized, executed and delivered on behalf of the Company, and constituting a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

(d) all necessary corporate action having been taken by the Company to authorize the execution of the Acquisition Agreement, the Term Loan Agreement, the NSR Agreement, the Implementation Agreement, and the Letter Agreement;

(e) all necessary corporate action having been taken by the Company to authorize the execution and delivery of the Prospectus and any Supplementary Material and the filing thereof with the Securities Commissions;

(f) the execution and delivery of this Underwriting Agreement and the Subscription Receipt Agreement by the Company and the performance by the Company of its obligations hereunder and thereunder (including the issuance, sale and delivery of the Subscription Receipts and Subscription Receipt Shares, as applicable) do not and will not (as the case may be) conflict with or 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) the provisions of any applicable corporate laws or any Canadian Securities Laws; or (ii) the constating documents of the Company;

(g) the Subscription Receipts having been duly and validly authorized for issuance and, at the Closing Time and upon payment of the purchase price therefor, the Subscription Receipts will be duly and validly authorized, issued and outstanding, and the Subscription Receipt Shares have been duly authorized and reserved for issuance and, when issued in accordance with the terms of the Subscription Receipt Agreement will be duly and validly issued as fully paid and non-assessable Common Shares;

(h) all necessary documents having been filed, all requisite proceedings have been taken and all approvals, permits, authorizations and consents of the appropriate regulatory authority in each of the Qualifying Jurisdictions having been obtained by the Company to qualify the distribution of the Subscription Receipts in each of the Qualifying Jurisdictions in compliance with the relevant provisions of applicable Canadian Securities Laws;

(i) the Subscription Receipts and Subscription Receipt Shares conform in all material respect with the description thereof contained in the Prospectus;

(j) subject to the limitations, restrictions, qualifications and assumptions set out therein, the statements set forth in the Prospectus Supplement under the headings "Eligibility for Investment" and "Certain Canadian Federal Income Tax Considerations" insofar as they purport to describe the provisions of the laws referred to therein are fair and accurate summaries of the matters discussed therein;

(k) TSX Trust Company having been duly appointed as the transfer agent and registrar for the Common Shares and as the Subscription Receipt Agent under the Subscription Receipt Agreement;

(l) the issuance and delivery by the Company of the Subscription Receipt Shares in accordance with and pursuant to the terms and conditions of the Subscription Receipt Agreement, being exempt from the prospectus requirements of Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company

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under Canadian Securities Laws to permit such issuance and delivery of the Subscription Receipt Shares in the Qualifying Jurisdictions; and

(m) the first trade in Subscription Receipt Shares being exempt from the prospectus requirements of Canadian Securities Laws and no prospectus, offering memorandum or other document is required to be filed, no proceeding is required to be taken and no approval, permit, consent or authorization of regulatory authorities is required to be obtained by the Company under Canadian Securities Laws to permit such trade through registrants registered under Canadian Securities Laws who have complied with such laws and the terms and conditions of their registration, provided that such trade is not a “control distribution” as that term is defined in National Instrument 45-102 – Resale of Securities at the time of such trade.

(2) Material Subsidiary Opinions. The Underwriters shall have received at the Closing Time favourable legal opinions of counsel to each Material Subsidiary, addressed to the Underwriters, in form and substance satisfactory to the Underwriters, acting reasonably, dated as of the Closing Date, as to each Material Subsidiary:

(a) being a corporation existing under the laws of the jurisdiction in which it was incorporated, amalgamated or continued, as the case may be, and having all requisite corporate power and capacity to carry on business and to own, lease and operate its property and assets; and

(b) as to the issued and outstanding shares of such Material Subsidiaries registered, directly or indirectly, in the name of the Company;

(3) United States Legal Opinion. If any Subscription Receipts are sold in the United States to Qualified Institutional Buyers or Accredited Investors in accordance with this Agreement, the Underwriters receiving at the Closing Time a favourable legal opinion addressed to the Underwriters dated as of the Closing Date, from United States counsel to the Company, Dorsey & Whitney LLP, to the effect that it is not necessary in connection with (i) the offer, sale and delivery of the Subscription Receipts to the Accredited Investors under this Agreement or (ii) the offer, sale and delivery of the Subscription Receipts to the Underwriters under this Agreement or in connection with the initial resale of the Subscription Receipts by the Underwriters, in each case in accordance with the provisions of this Agreement, or the automatic exchange of the Subscription Receipts for the Subscription Receipt Shares in accordance with the provisions of the Subscription Receipt Agreement, to register the Subscription Receipts or the Subscription Receipt Shares under the U.S. Securities Act;

(4) Title Opinions. The Company shall have delivered to the Underwriters at the Closing Time 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 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 Material Property.

(5) Corporate Certificate. The Underwriters shall have received at the Closing Time a certificate, dated as of the Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officer(s) of the Company as the Underwriters may agree, certifying for and on behalf of the Company, to the best of the knowledge, information and belief of the person(s) so signing, with respect to:

(a) the notice of articles and articles of the Company;

(b) the resolutions of the Company’s board of directors relevant to the issue and sale of the Subscription Receipts by the Company and the authorization of this Underwriting Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, the Implementation Agreement, the Term Loan Agreement, the NSR Agreement, the Letter Agreement and other agreements and transactions contemplated herein; and

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(c) the incumbency and signatures of the signing officers of the Company who have signed the Offering Documents or other documents relating to Closing.

(6) Bring-Down Certificate. The Company shall have delivered to the Underwriters, at the Closing Time, a certificate dated the Closing Date addressed to the Underwriters and signed by the Chief Executive Officer and Chief Financial Officer of the Company, or such other officers as the Underwriters may agree, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters:

(a) the Company having complied with all the covenants and satisfied all the terms and conditions of this Underwriting Agreement and the Subscription Receipt Agreement on its part to be complied with and satisfied at or prior to the Closing Time;

(b) no order, ruling or determination having the effect of ceasing or suspending the trading in the Common Shares or prohibiting the sale of the Subscription Receipts or any other securities of the Company has been issued by any regulatory authority and is continuing in effect and no proceedings for such purpose have been instituted or are pending or, to the knowledge of such officers, contemplated or threatened under any relevant securities laws (including Applicable Securities Laws) or by any regulatory authority;

(c) subsequent to the respective dates as at which information is given in the Prospectus, there having not occurred a Material Adverse Effect or any change or development involving a prospective Material Adverse Effect, other than as disclosed in the Prospectus or any Supplementary Material, as the case may be;

(d) no material change relating to the Company and its Subsidiaries on a consolidated basis having occurred since the date hereof, except the Offering and the execution of the Acquisition Agreement, the Implementation Agreement and the Letter Agreement, with respect to which the requisite material change report has not been filed and no such disclosure having been made on a confidential basis that remains confidential;

(e) the representations and warranties of the Company contained in this Underwriting Agreement and the Subscription Receipt Agreement and in any certificates of the Company delivered pursuant to or in connection with this Underwriting Agreement and the Subscription Receipt Agreement, being true and correct as at the Closing Time, with the same force and effect as if made on and as at the Closing Time, after giving effect to the transactions contemplated by this Underwriting Agreement and the Subscription Receipt Agreement provided that for the purposes of the condition in this paragraph, the representations and warranties relating to the Acquisition Agreement shall be true and correct as of the date of the Acquisition Agreement except as would not have a Material Adverse Effect;

(f) the Company having no reason to believe that the Acquisition will not be completed in accordance with the terms of the Acquisition Agreement prior to the Escrow Deadline; and

(g) the Company having no reason to believe that the transactions contemplated by the Implementation Agreement will not be completed in accordance with the terms of such Implementation Agreement.

(7) Certificate of Transfer Agent/Subscription Receipt Agent. The Company having delivered to the Underwriters at the Closing Time a certificate or letter of the Transfer Agent, certifying as to: (i) its appointment as transfer agent and registrar of the Common Shares and as Subscription Receipt Agent; and (ii) the number of Common Shares issued and outstanding on the Business Day prior to the Closing Date;

(8) Auditors Comfort Letter. The Company having caused the Company's Auditor to deliver to the Underwriters a comfort letter, dated the Closing Date, in form and substance satisfactory to the Underwriters, acting

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reasonably, bringing forward to the date which is two Business Days prior to the Closing Date, the information contained in the comfort letter referred to in Section 3(4)(d);

(9) Certificate of Status. The Underwriters shall have received a certificate of compliance (or the equivalent) in respect of the Company and each of the Material Subsidiaries, issued by the appropriate regulatory authority, as applicable, in each jurisdiction under which the Company and such Material Subsidiaries exist, to the extent that such certificates of compliance (or their equivalent) are available in such jurisdictions;

(10) Lock-Up Agreements. The Underwriters shall have received lock-up agreements dated as of the Closing Date pursuant to Section 8(1)(f) in favour of the Underwriters;

(11) No Termination. The Underwriters not having exercised any rights of termination set forth in Section 12 and the Acquisition Agreement and the Implementation Agreement not having not been terminated;

(12) Execution of Documents. Each of the Subscription Receipt Agreement, the Acquisition Agreement, the Implementation Agreement and the Letter Agreement shall have been executed;

(13) Conditional Listing Approval. The Underwriters shall have received evidence satisfactory to the Underwriters of the conditional approval of the listing and posting for trading on the TSX of the Subscription Receipts and Subscription Receipt Shares, subject only to the satisfaction by the Company of customary post-closing conditions imposed by the TSX in similar circumstances (the "Standard Listing Conditions"); and

(14) Other Documentation. The Underwriters having received at the Closing Time such further opinions, certificates and other documentation from the Company as may be contemplated herein, provided, however, that the Underwriters shall request any such opinion, certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Company to obtain and deliver such certificate or document and provided further that any such requested opinion, certificate or document is customary for financings of the nature contemplated hereby.

Section 7 Representations and Warranties of the Company

(1) The Company represents and warrants to the Underwriters as of the date hereof, and acknowledges that the Underwriters are relying upon each of such representations and warranties in completing the Closing, that:

(a) Good Standing of the Company. The Company (i) is duly incorporated under the Act and is up-to-date in respect of all material corporate filings and is in good standing under such Act, (ii) has all requisite corporate power, authority and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, including as described in the Prospectus; and (iii) has all requisite corporate power and authority to enter into this Underwriting Agreement and the Subscription Receipt Agreement and to perform its obligations hereunder and thereunder;

(b) Good Standing of the Material Subsidiaries. The Subsidiaries are the only subsidiaries of the Company and the information regarding the jurisdiction of formation of each Subsidiary, issued and outstanding shares in the capital of the Subsidiaries, and status of the Subsidiaries as material or not material in Schedule "B" is true and correct. On closing of the Acquisition, NewCo will be a material subsidiary of the Company. Each of the Material Subsidiaries (i) has been duly incorporated in its respective jurisdiction of incorporation and is up-to-date in respect of all material corporate filings and is in good standing under the laws of such jurisdiction, and (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, including as described in the Prospectus;

(c) Ownership of the Material Subsidiaries. The Company does not beneficially own or exercise control or direction over 10% or more of the outstanding voting shares of any company that holds any assets or conducts any operations other than the Subsidiaries and the Company beneficially owns, directly or indirectly, the percentage indicated on Schedule "B" hereto of the issued and outstanding shares

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in the capital of the Material Subsidiaries which are free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever except as disclosed in the Offering Documents. All of such shares in the capital of the Material Subsidiaries have been duly authorized and are validly issued and are outstanding as fully paid and non-assessable shares and, except as disclosed in the Offering Documents, no person has any right, agreement or option, present or future, contingent or absolute, or any right capable of becoming a right, agreement or option, for the purchase from the Company of any interest in any of such shares or for the issue or allotment of any unissued shares in the capital of any of the Material Subsidiaries or any other security convertible into or exchangeable for any such shares;

(d) Leased Premises. With respect to each of the Leased Premises, the Company and the Subsidiaries, as applicable, occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises and each of the leases pursuant to which the Company or a Subsidiary occupies the Leased Premises is in good standing and in full force and effect, except where failure to be so would not reasonably be expected to result in a Material Adverse Effect. The performance of obligations pursuant to and in compliance with the terms of this Underwriting Agreement and the completion of the transactions described herein by the Company, will not afford any of the parties to such leases or any other person the right to terminate such leases or result in any additional or more onerous obligations under such leases. The Company has provided the Underwriters with true and complete copies of all leases in respect of the Leased Premises;

(e) No Proceedings for Dissolution. No proceedings have been taken, instituted or, to the knowledge of the Company, are pending for the dissolution or liquidation of the Company or any of the Material Subsidiaries;

(f) Compliance with Laws. The Company and each of the Material Subsidiaries is conducting its business in compliance with all applicable laws, rules and regulations of each jurisdiction in which its respective business is carried on, and the Company has not received a notice of non-compliance, or knows of, or has reasonable grounds to know of, any facts that could give rise to a notice of non-compliance with any such laws, regulations or permits, except where any failure to so comply or any non-compliance would not have a Material Adverse Effect, and the Company and each of the Material Subsidiaries is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its property or carries on business to enable it to carry on its business as now conducted and its property and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing, except where the failure of such licences, registrations or qualifications to be valid, subsisting or in good standing would not have a Material Adverse Effect;

(g) Valid and Binding Documents. The execution and delivery of this Underwriting Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, the Implementation Agreement and the Letter Agreement by the Company and the performance of the transactions contemplated hereunder and thereunder have been (or will be at the Closing, in the case of the Subscription Receipt Agreement and at the Acquisition Closing, in the case of Term Loan Agreement and the NSR Agreement) duly authorized by all necessary corporate action of the Company, as applicable, and this Underwriting Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, the Implementation Agreement and the Letter Agreement been duly (or will be at the Closing, in the case of the Subscription Receipt Agreement and at the Acquisition Closing, in the case of Term Loan Agreement and the NSR Agreement) executed and delivered by the Company and each constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by applicable law;

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(h) Validly Issued Securities. The Subscription Receipts and Subscription Receipt Shares: (i) have been duly and validly authorized for issuance and, upon issuance thereof in accordance with this Underwriting Agreement and the Subscription Receipt Agreement, the Subscription Receipts will be validly issued and the Subscription Receipt Shares will be validly issued as fully paid and non-assessable Common Shares, and all statements made in the Offering Documents describing the Subscription Receipts and the Subscription Receipt Shares (including their attributes) are, and will be, as applicable, accurate in all material respects; and (ii) have not and will not have been issued in violation of any pre-emptive rights or contractual rights to purchase securities issued by the Company;

(i) Qualified Investments. The Subscription Receipts and the Subscription Receipt Shares will be, once listed on the TSX, qualified investments under the Tax Act for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds, deferred profit sharing plans, registered disability savings plans, tax-free savings accounts and first home savings accounts, in each case subject to the qualifications, limitations and assumptions set forth in the Prospectus Supplement under the heading “Eligibility for Investment”;

(j) Prospectus Eligibility. The Company is eligible to file a short form prospectus in each of the Qualifying Jurisdictions pursuant to Canadian Securities Laws and on the date of and upon filing of the Prospectus Supplement there will be no documents required to be filed under applicable Canadian Securities Laws in connection with the Offering that will not have been filed as required;

(k) No Order Restricting Use of Prospectus. To the knowledge of the Company, no securities commission, stock exchange or comparable authority has issued any order restricting, preventing or suspending the use or effectiveness of the Prospectus or any Prospectus Amendment or preventing the distribution of the Subscription Receipts or Subscription Receipt Shares in any Qualifying Jurisdiction nor instituted proceedings for that purpose and, to the knowledge of the Company, no such proceedings are pending or contemplated;

(l) Filing of Offering Documents. Each of the Prospectus and the U.S. Placement Memorandum, and the execution and filing of the Prospectus with the Securities Commissions, have been duly approved and authorized by all necessary action by the Company, and the Prospectus has been, in the case of the Base Shelf Prospectus, duly executed and filed, and will be, in the case of the Prospectus Supplement, filed, in each case by and on behalf of the Company;

(m) Prospectus Compliance. Each of the Base Shelf Prospectus, the Prospectus Supplement and any Prospectus Amendment comply or will comply, as the case may be, in all material respects with the Canadian Securities Laws and, at the time of delivery of the Subscription Receipts and Subscription Receipt Shares to the Underwriters and the Purchasers, as applicable, the Prospectus will comply in all material respects with the Canadian Securities Laws;

(n) Forward-Looking Information. With respect to forward-looking information contained in the Offering Documents:

(i) the Company had a reasonable basis for the forward-looking information at the time the disclosure was made;

(ii) all forward-looking information is identified as such, and all such documents caution users of forward-looking information that actual results may vary from the forward-looking information, identify material risk factors that could cause actual results to differ materially from the forward-looking information, and state the material factors or assumptions used to develop the forward-looking information; and

(iii) all future-oriented financial information and each financial outlook: (A) has been prepared in accordance with IFRS Accounting Standards, using the accounting policies the

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Company expects to use to prepare its historical financial statements for the period covered by the future-oriented financial information or the financial outlook; (B) presents fully, fairly and correctly in all material respects the expected results of the operations for the periods covered thereby; (C) is based on assumptions that are reasonable in the circumstances, reflect the Company’s intended course of action, and reflect management’s expectations concerning the most probable set of economic conditions during the periods covered thereby; and

(iv) the future-oriented financial information or financial outlook contained therein is limited to a period for which the information can be reasonably estimated;

(o) Necessary Consents and Approvals. No approval, authorization, consent or other order of, and no filing, registration or recording with, the shareholders of the Company, any Governmental Authority or other person is required of the Company in connection with its execution and delivery of this Underwriting Agreement or the Subscription Receipt Agreement and the performance of its obligations hereunder or thereunder except: (i) as disclosed in the Offering Documents, (ii) in compliance with the Applicable Securities Laws with regard to the distribution of the Subscription Receipt and the Subscription Receipt Shares, and (iii) those which have been obtained or will be obtained by the Closing Date and provided to the Underwriters;

(p) Stock Exchange Listing, Filings and Fees. The currently issued and outstanding Common Shares are listed and posted for trading on the TSX and quoted on the OTCQX and the Company is currently in compliance with the rules and regulations of the TSX and the OTCQX and all material filings and fees required to be made and paid by the Company pursuant to Applicable Securities Laws and general corporate law have been made and paid;

(q) No Registration Statement. There are no contracts or agreements between either the Company or a Subsidiary and any person granting such person the right to require the Company or the Subsidiary to file a registration statement under United States federal securities laws or, except as contemplated by this Underwriting Agreement, a prospectus under Applicable Securities Laws, with respect to any securities of the Company or any Subsidiary owned or to be owned by such person that require the Company or a Subsidiary to include such securities in the securities qualified for distribution under the Offering Documents;

(r) No Cease Trade Orders or Action to Delist. Other than voluntary trading halts requested by or on behalf of the Company, no order ceasing or suspending trading in any securities of the Company or prohibiting the sale of the Subscription Receipts or the trading of any of the Company’s issued securities has been issued and to the Company’s knowledge, no proceedings for such purpose are threatened or pending, and the Company has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX;

(s) Dividends. The Company has not, directly or indirectly, declared or paid any dividend or declared or made any other distribution on any of its shares or securities of any class, or, directly or indirectly, redeemed, purchased or otherwise acquired any of the Common Shares or securities or agreed to do any of the foregoing. Other than pursuant to the Implementation Agreement and the NSR Agreement, there are no restrictions upon or impediment to, the declaration or payment of dividends by the Company in the constating documents of the Company or in any Material Agreements or Debt Instruments;

(t) No Default or Breach. The execution and delivery of this Underwriting Agreement, the Subscription Receipt Agreement, the Acquisition Agreement, the Implementation Agreement, the Letter Agreement (and at the Acquisition Closing, the execution of the of Term Loan Agreement and the NSR Agreement) and the performance of its obligations hereunder and thereunder, and the issuance of the Subscription Receipts and the Subscription Receipt Shares does not and will not (as the case may be) conflict with or 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

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regulation applicable to the Company or any of the Material Subsidiaries, as applicable, including Applicable Securities Laws; (ii) the constating documents, by-laws or resolutions of the Company or any of the Material Subsidiaries, as applicable, that are in effect at the date hereof; (iii) the terms of any Debt Instrument or Material Agreement to which the Company or any of the Material Subsidiaries, as applicable, are a party or by which they are bound; or (iv) any judgment, decree or order binding the Company, any of the Material Subsidiaries or the respective property or assets of the Company or the Material Subsidiaries;

(u) No Restrictions on Business. Neither the Company nor any Material Subsidiary is a party to, bound by or, to the knowledge of the Company, affected by any commitment, agreement or document containing any covenant which expressly and materially limits the freedom of the Company or a Material Subsidiary to compete in any line of business, transfer or move any of its respective assets or operations or which adversely materially affects the business practices, operations or condition of the Company or any Material Subsidiary;

(v) Absence of Rights to Acquire Securities. Except as disclosed in the Offering Documents, no person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Company or any of the Material Subsidiaries;

(w) Accurate Market Data. To the knowledge of the Company, the statistical, industry and market related data included in the Offering Documents are derived from sources which the Company reasonably believes to be accurate, reasonable and reliable, and such data agrees with the sources from which it was derived;

(x) Share Capital. The authorized capital of the Company consists of an unlimited number of Common Shares without par value, of which, as of January 28, 2025, an aggregate of 400,461,244 Common Shares were outstanding as fully paid and non-assessable shares of the Company. Except as disclosed in the Offering Documents, there are no options, warrants or other securities convertible into, or exchangeable or exercisable for, Common Shares;

(y) No Adverse Legislation. Other than the Mexico Mining Law Reforms, the Company is not aware of any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Company presently in force or, to its knowledge, proposed to be brought into force, or any pending or contemplated change to any licensing or legislation, regulation, by-law or other lawful requirement of any Governmental Authority having lawful jurisdiction over the Company or any Material Subsidiary presently in force, that the Company anticipates the Company or any one of its Material Subsidiaries will be unable to comply with or which could reasonably be expected to materially and adversely affect the condition (financial or otherwise), assets, liabilities (contingent or otherwise), business, affairs, operations, properties, capital or prospects of the Company and its Subsidiaries, on a consolidated basis;

(z) No Material Changes. Other than as disclosed in the Offering Documents, since September 30, 2024: (i) there has been no material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Company and its Subsidiaries on a consolidated basis, (ii) there has been no material change in the capital stock or long-term debt of the Company and its Subsidiaries on a consolidated basis, and (iii) the Company and the Material Subsidiaries have carried on their respective businesses in the ordinary course;

(aa) Reporting Issuer. The Company is currently a "reporting issuer" (within the meaning of Canadian Securities Laws) in each of the Qualifying Jurisdictions and the Company will, as of the Closing Date, be a reporting issuer in each of the Qualifying Jurisdictions and not included in a list of defaulting reporting issuers maintained by the Securities Commissions in such jurisdictions, and in particular, without limiting the foregoing, the Company has at all relevant times complied with its

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obligations to make timely disclosure of all material changes relating to it, no such disclosure has been made on a confidential basis that is still maintained on a confidential basis, and there is no material change relating to the Company which has occurred and with respect to which the requisite material change report has not been filed with the Securities Commissions;

(bb) Continuous Disclosure Compliance. The Company is in compliance in all material respects with its timely and continuous disclosure obligations under Applicable Securities Laws and the rules and regulations of the TSX and the OTCQX, including insider reporting obligations, and, without limiting the generality of the foregoing, there has been no material change that has occurred since September 30, 2024, which has not been publicly disclosed. The information and statements in the Public Disclosure Documents were true and correct in all material respects as of the respective dates of such information and statements and at the time any such documents were filed on SEDAR+ and, except as may have been corrected by subsequent disclosure, do not contain any misrepresentations and no material facts have been omitted therefrom which would make such information materially misleading. The Company has not filed any confidential material change reports which remain confidential as at the date hereof. To the knowledge of the Company, there are no circumstances presently existing under which liability is or would reasonably be expected to be incurred under Part XXIII.1 – Civil Liability for Secondary Market Disclosure of the Securities Act (Ontario) and analogous provisions under Canadian Securities Laws in the other Qualifying Jurisdictions;

(cc) Financial Statements. The audited consolidated financial statements as at and for the financial years ended December 31, 2023 and 2022 incorporated by reference in the Prospectus: (i) have been prepared in accordance with IFRS Accounting Standards consistently applied throughout the periods involved, and comply as to form in all material respects with applicable accounting requirements of Canadian Securities Laws, (ii) are, in all material respects, consistent with the books and records of the Company, (iii) contain and reflect all material adjustments for the fair presentation of the results of operations and the financial condition of the business of the Company for the periods covered thereby, (iv) present fairly, in all material respects, the financial position of the Company as at the date thereof and the results of its operations and the changes in its financial position for the periods then ended, (v) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Company, and (vi) do not omit to state any material fact that is required by generally accepted accounting principles or by applicable law to be stated or reflected therein or which is necessary to make the statements contained therein not misleading, respectively;

(dd) Independent Auditors. The Company's Auditor who audited the consolidated financial statements as at and for the financial years ended December 31, 2023 and 2022 incorporated by reference in the Prospectus and delivered their auditors' report thereon are independent public accountants as required by the Canadian Securities Laws;

(ee) No Reportable Events. There has not been any "reportable event" (within the meaning of National Instrument 51-102 – Continuous Disclosure Obligations) with the Company's Auditor;

(ff) Audit Committee. The responsibilities of the Company's audit committee comply with National Instrument 52-110 – Audit Committees;

(gg) Accounting Controls. The Company and each of the Material Subsidiaries maintains a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles in Canada and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management's general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Since the end of the Company's most recent audited fiscal year, the Company is not aware of any material weakness in the Company's internal control over financial reporting (whether or not remediated) or change in the Company's

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internal control over financial reporting that has materially affected or is reasonably likely to materially affect the Company’s internal control over financial reporting;

(hh) Accounting Policies. There has been no change in accounting policies or practices of the Company since December 31, 2023, other than as required by IFRS Accounting Standards.

(ii) Off-Balance Sheet Arrangements and Liabilities. There are no off-balance sheet transactions, arrangements or obligations of the Company or its Subsidiaries, whether direct, indirect, absolute, contingent or otherwise which are required to be disclosed and are not disclosed or reflected in the Public Disclosure Documents.

(jj) No Actions or Proceedings. There is no action, suit, proceeding, inquiry or investigation before or brought by any court or governmental agency, governmental instrumentality or body, domestic or foreign, now pending or, to the knowledge of the Company, threatened against or affecting the Company or any Material Subsidiary, which is required to be disclosed in the Prospectus and which is not so disclosed, or which if determined adversely, would reasonably be expected to result in a Material Adverse Effect, or which if adversely determined, would reasonably be expected to materially and adversely affect the properties or assets of the Company or any Material Subsidiary or which if determined adversely would materially and adversely affect the consummation of the transactions contemplated in this Underwriting Agreement, the Acquisition Agreement, the Implementation Agreement, the Term Loan Agreement and the NSR Agreement or the performance by the Company of its obligations hereunder or thereunder; the aggregate of all pending legal or governmental proceedings to which the Company or any Material Subsidiary is a party or of which any of their respective property or assets is the subject which are not described in the Prospectus include only ordinary routine litigation incidental to the business, properties and assets of the Company and the Material Subsidiaries and would not reasonably be expected to result in a Material Adverse Effect;

(kk) No Proceedings Against Directors or Officers. To the Company’s knowledge, there are no actions, suits, judgments, investigations or proceedings of any kind whatsoever outstanding, pending or threatened against or affecting the directors or officers of the Company or the Material Subsidiaries at law or in equity or before or by any commission, board, bureau or agency of any kind whatsoever and, to the Company’s knowledge, there is no basis therefor;

(ll) No Voting Agreements. Other than as disclosed in the Offering Documents, the Company is not party to any agreement, nor is the Company aware of any agreement, which in any manner affects the voting control of any of the securities of the Company or any Subsidiary, or which will affect voting control of the Company upon completion of the Offering;

(mm) No Pre-Emptive Rights. Other than as disclosed in the Offering Documents, there are no voting trusts or agreements, shareholders’ agreements, buy-sell agreements, rights of first refusal agreements, agreements relating to restrictions on transfer, pre-emptive rights agreements, tag-along agreements, drag-along agreements or proxies relating to any of the securities of the Company or the Material Subsidiaries, to which the Company or any of the Material Subsidiaries is a party;

(nn) Purchases and Sales. Other than in respect of the Acquisition, the Company has not approved, entered into any binding agreement in respect of, or has any knowledge of (in the case of proposed or planned dispositions of shares by any shareholder, shall refer to actual knowledge without independent investigation): (i) the purchase of any material property or assets or any interest therein or the sale, transfer or other 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 Common Shares;

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(oo) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto (collectively, "Taxes") due and payable by the Company or the Material Subsidiaries have been paid except for where the failure to pay such taxes would not constitute a Material Adverse Effect. All tax returns, declarations, remittances and filings required to be filed by the Company and the Material Subsidiaries have been filed with all appropriate Governmental Authorities and all such returns, declarations, remittances and filings are complete and materially accurate and no material fact or facts have been omitted therefrom which would make any of them misleading except where the inaccuracy or failure to file such documents would not constitute a Material Adverse Effect. To the knowledge of the Company and the Material Subsidiaries, no examination of any tax return of the Company or the Material Subsidiaries is currently in progress and there are no issues or disputes outstanding with any Governmental Authority respecting any taxes that have been paid, or may be payable, by the Company, in any case, except where such examinations, issues or disputes would not constitute a Material Adverse Effect;

(pp) Intellectual Property. The Company and each of the Material Subsidiaries owns or has all proprietary rights provided in law and at equity to all patents, trademarks, service marks, logos, slogans, whether in word mark or stylized or design format, copyrights, industrial designs, software, trade secrets, industrial designs, invention, technical data and information, know how, concepts, information and other intellectual and industrial property, whether registered or unregistered, and all rights and claims related thereto (collectively, "Intellectual Property") necessary to permit the Company and the Material Subsidiaries to conduct their respective business as currently conducted. Neither the Company nor any Material Subsidiary has received any notice nor is the Company aware of any infringement of or conflict with asserted rights of others with respect to any Intellectual Property or of any facts or circumstances that would render any Intellectual Property invalid or inadequate to protect the interests of the Company or a Material Subsidiary therein and which infringement or conflict (if subject to an unfavourable decision, ruling or finding) or invalidity or inadequacy would have a Material Adverse Effect;

(qq) No Material Tax Liabilities. Except as would not be reasonably expected to have a Material Adverse Effect, none of the transactions carried out, or to be carried out, as part of the Acquisition will result in any material tax liability to the Company and the Subsidiaries, taken as a whole;

(rr) Material Agreements. With respect to the Material Agreements:

(i) all of the Material Agreements are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof;

(ii) the Company and the Material Subsidiaries have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all terms, conditions and covenants contained in each Material Agreement that could have a material impact on the Company or the Material Subsidiaries; and

(iii) to the knowledge of the Company, no other party is in breach, violation or default of any term under any Material Agreement;

(ss) Debt Instruments. With respect to the Debt Instruments:

(i) the Company and the Material Subsidiaries, as applicable, have performed all material obligations (including payment obligations) in a timely manner under, and are in compliance with all terms, conditions and covenants contained in any Debt Instruments;

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(ii) each of the Company and the Material Subsidiaries does not reasonably expect to fail to perform any material obligations (including payment obligations) under any Debt Instruments, and expects to remain in compliance with all terms, conditions and covenants contained in each of the Debt Instruments; and

(iii) the entering into of this Underwriting Agreement will not trigger any event of default or similar provisions in respect of any Debt Instruments;

(tt) No Non-Arm’s Length Indebtedness. Neither the Company nor any of the Material Subsidiaries is party to any material Debt Instrument or has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors, employees or independent contractors, past or present, or any person not dealing at arm’s length with them;

(uu) Related Parties. Except as disclosed in the Prospectus or in the Public Disclosure Documents, none of the directors, officers or employees of the Company or any Subsidiary, any person who to the knowledge of the Company, owns, directly or indirectly, more than 10% of any class of securities of the Company or securities of any person exchangeable for more than 10% of any class of securities of the Company, or any known associate or affiliate of any of the foregoing, had or has any material interest, direct or indirect, in any transaction or any proposed transaction (including, without limitation, any loan made to or by any such person) with the Company which, as the case may be, materially affects, is material to or will materially affect the Company and its Subsidiaries, on a consolidated basis;

(vv) Compliance with Mining Laws. The Company and each Material Subsidiary has conducted and is conducting its business in compliance in all material respects with all applicable laws, rules and regulations of each jurisdiction in which it carries on business and with all laws, regulations, tariffs, rules, orders and directives material to its operation, including, without limitation, all applicable laws, regulations and statutes relating to mining and/or mining claims, concessions, licenses or leases, and neither the Company nor any Material Subsidiary has received any notice of the revocation or cancellation of, or any intention to revoke or cancel, any of the mining claims, concessions, licenses, leases or other instruments conferring mineral rights, including in respect of the Material Property, where such revocation or cancellation would have a Material Adverse Effect;

(ww) Material Property. The Material Property (and upon the closing of the Acquisition, the Porcupine Complex) are the only mineral properties or mineral assets which the Company considers material (or will consider material upon closing of the Acquisition) to the business of the Company and the Material Subsidiaries, as applicable;

(xx) Marketable Title to Material Property. Except as disclosed in the Offering Documents: (i) the Company or the Material Subsidiaries, as applicable, are the absolute legal and beneficial owner of all of the material assets of the Company and the Material Subsidiaries, including the mining claims, concessions, licenses, leases or other instruments or agreements granting all legal rights to act as owners conferring the mineral rights in respect of the Material Property, (ii) no other property rights are necessary for the conduct of the Company’s or any Material Subsidiary’s business in respect of the Material Property, and (iii) there are no restrictions on the ability of the Company or any Material Subsidiary to use, transfer or otherwise exploit any such property rights, and the Company does not know of any claim or basis for a claim that may adversely affect such rights;

(yy) Possession of Permits and Authorizations. Except as described in the Offering Documents, in respect of the Material Property, the Company and the Material Subsidiaries:

(i) have all Material Permits issued by the appropriate federal, provincial, regional, state, local or foreign regulatory agencies or bodies necessary to carry on the business of the Company and the Material Subsidiaries as it is currently conducted and all of the Material Permits issued to date are valid and in full force and effect;

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(ii) expect that any additional Material Permits that are required to carry out the Company’s and the Material Subsidiaries’ planned business activities will be obtained in the ordinary course, subject to the risks and uncertainties concerning potential delays as set out in the Public Disclosure Documents;

(iii) are, and will be, in compliance with the terms and conditions of all Material Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect; and

(iv) have not received any notice of proceedings relating to the revocation or modification of any such Material Permits or any notice advising of the refusal to grant any Material Permit that has been applied for or is in process of being granted;

(zz) No Restrictions on Mining Activities. Other than the Mexico Mining Law Reforms, there are no restrictions imposed by any applicable law or by agreement which materially conflict with the proposed exploration and development of the Material Property;

(aaa) Required Payments. All rentals, payment and obligations (including but not limited to maintenance for the mining rights), royalties, overriding royalty interests, production payments, net profits, interest burdens and other payments due or payable on or prior to the date hereof under or with respect to the Material Property have been properly and timely paid;

(bbb) No Undisclosed Obligations. Except as disclosed in the Offering Documents, neither the Company nor any Material Subsidiary has any responsibility or obligation to pay any commission, royalty or similar payment to any person with respect to its property rights relating to the material assets of the Company and the Material Subsidiaries, including mining claims, concessions, licenses and leases or other instruments conferring the mineral rights comprising the Material Property;

(ccc) Valid Material Property Agreements. Except as disclosed in the Offering Documents, any and all agreements pursuant to which the Company, and each Material Subsidiary holds any of its material assets, including the Material Property, are valid and subsisting agreements in full force and effect, enforceable in accordance with their respective terms and neither the Company nor any Material Subsidiary is in default of any of the material provisions of any such agreements, including failure to fulfil any payment or work obligation thereunder, nor has any such default been alleged, except in either case where such default would not result in a Material Adverse Effect. Except as disclosed in the Offering Documents, the Company is not aware of any disputes with respect thereto and such assets are in good standing under the applicable statutes and regulations of the jurisdictions in which they are situated, all mining claims, concessions, leases, licenses, or other instruments pursuant to which the Company and each Material Subsidiary that derives its interest in such material assets are in good standing and there has been no material default under any such claims, concessions, leases, licenses, concessions or instruments, and all real or other property taxes required to be paid with respect to such assets to the date hereof have been paid;

(ddd) No Material Property Proceedings. Neither the Company nor any of the Material Subsidiaries has received any notice of proceedings relating to the revocation or modification of any material certificate, authority, permit or license necessary to conduct the business now owned or operated by it which, if the subject of an unfavourable decision, ruling or finding would have a Material Adverse Effect. In particular, without limiting the generality of the foregoing, neither the Company nor any of the Material Subsidiaries has received any notice of proceedings relating to the revocation or modifications of any material mining or exploration authorizations, permits or licenses, nor have any of them received notice of the revocations or cancellation of, or any intention to revoke or cancel, any mining claims, groups of claims, exploration rights, concessions or leases where such proceedings, revocations, modifications, or cancellations, would have a Material Adverse Effect;

(eee) Compliance with Mining Disclosure Requirements. The Company is in material compliance with the provisions of NI 43-101, has filed all technical reports required thereby and there is a current

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technical report (within the meaning of NI 43-101) in respect of each of the Material Property and the Porcupine Complex, if required thereby. The information set forth in the Public Disclosure Documents and the Offering Documents relating to the estimates by the Company of the mineral reserves and mineral resources (including in respect of the Material Property and the Porcupine Complex) has been reviewed and verified by the Company or independent consultants to the Company and the mineral reserve and mineral resource information has been prepared in accordance with NI 43-101, and the method of estimating the mineral reserves and mineral resources has been verified by mining experience and the information upon which the estimates of mineral reserves and mineral resources were based, was, at the time of delivery thereof, complete and accurate in all material respects and there have been no material changes to such information since the date of delivery or preparation thereof, except as disclosed in the Prospectus;

(fff) Scientific and Technical Projections. To the knowledge of the Company, the projected capital and operating costs and projected production and operating results relating to the Material Property and the Porcupine Complex, as summarized in the Public Disclosure Documents and in the Offering Documents, are reasonable by the Company in all material respects subject to the risks and uncertainties stated therein;

(ggg) No Asset Impairment. The Company has undertaken an asset analysis in respect of the Material Property, including all estimates of the mineral resources and mineral reserves reported thereon and has not found any material asset impairment and does not anticipate making any write downs in respect of the Material Property, or any parts thereof.

(hhh) Environmental Laws. In respect of the Material Property:

(i) to the knowledge of the Company, there has not been a material breach of any applicable federal, provincial, state, municipal and local laws, statutes, ordinances, by-laws and regulations and orders, directives and decisions rendered by any ministry, department or administrative or regulatory agency, domestic or foreign, including laws, ordinances, regulations or orders, relating to the protection of the environment, occupational health and safety or the processing, use, treatment, storage, disposal, discharge, transport or handling of any pollutants, contaminants, chemicals or industrial, toxic or hazardous wastes or substances (the "Environmental Laws");

(ii) to the knowledge of the Company all material licences, permits, approvals, consents, certificates, registrations and other authorizations under all applicable Environmental Laws (the "Environmental Permits") necessary as at the date hereof for the operation of the business currently carried on by the Company and the Material Subsidiaries have been obtained or have been applied for and the Company expects any additional Environmental Permits that are required to carry out the planned business activities on the Material Property to be obtained in the ordinary course and in accordance with the timing as disclosed in the Public Disclosure Documents and subject to the risks and uncertainties stated therein, and each Environmental Permit is valid, subsisting and in good standing and to the knowledge of the Company there are no material defaults or breaches of any Environmental Permits and to the knowledge of the Company no proceeding has been threatened, or is pending to revoke or limit any Environmental Permit;

(iii) to the knowledge of the Company there has not been any material breach of Environmental Laws and Environmental Permits, on any property or facility owned or leased or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance, and no conditions exist at, on or under any property now or previously owned, operated or leased which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Laws, individually or in the aggregate, that has or may reasonably be expected to have a Material Adverse Effect;

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(iv) the Company has no knowledge of any material claims, complaints, notices of, or prosecutions for an offence alleging, non-compliance with any Environmental Laws, and there have been no settlements of any allegation of non-compliance short of prosecution and there are no orders or directions relating to environmental matters including reclamation requiring any material work, repairs, construction or capital expenditures to be made or any notice of same;

(v) except as ordinarily or customarily required by applicable permit, no notice has been received by the Company or the Material Subsidiaries and to the knowledge of the Company, no notice has been issued alleging or stating that any party is potentially responsible for a federal, provincial, state, municipal or local clean-up site or corrective action under any law including any Environmental Laws;

(vi) to the knowledge of the Company, all mining related activities, exploration, reclamation, development and other actions and operations have been conducted by the Company and the Subsidiaries in all material respects in accordance with good mining, exploration and engineering practices and all applicable laws including material workers' compensation and health and safety and workplace laws, mining laws, regulations and policies;

(vii) except as disclosed in the Public Disclosure Documents, there are no ongoing environmental liabilities, claims, or disputes related to any mining activities on the Material Property;

(viii) except as disclosed in the Public Disclosure Documents, there are no reclamation bonds related to the Material Property; and

(ix) except as disclosed in the Public Disclosure Documents, there are no material ongoing environmental audits, evaluations, assessments, studies or tests being conducted except for ongoing audits, evaluations, assessments, studies or tests being conducted in the ordinary course.

(iii) No Indigenous or Local Claims. To the knowledge of the Company after due enquiry, there are no material claims or actions with respect to indigenous or local rights currently threatened or, to the knowledge of the Company, after due enquiry, pending with respect to the Material Property. The Company is not aware of any material land entitlement claims or native or local land claims having been asserted or any legal actions relating to indigenous or community issues having been instituted with respect to the Material Property, and no material dispute in respect of the Material Property with any local or indigenous group exists or, to the knowledge of the Company, is threatened or imminent with respect to the Material Property or any activities thereon;

(jjj) Community Relationships. The Company and the Material Subsidiaries maintain good relationships with the communities and persons affected by or located on the Material Property in all material respects, and there are no material complaints, issues, proceedings, or discussions, which are ongoing or anticipated which could have the effect of interfering, delaying or impairing the ability to explore, develop and operate the Material Property, and the Company and the Material Subsidiaries do not anticipate any material issues or liabilities to arise that would adversely affect the ability to explore, develop and operate the Material Property;

(kkk) Government Relationships. The Company and the Material Subsidiaries maintain a good working relationship with all Governmental Authorities in the jurisdictions in which the Material Property is located, or in which such parties otherwise carry on their business or operations. All such government relationships are intact and mutually cooperative and, to the knowledge of the Company, there exists no condition or state of fact or circumstances in respect thereof, that would prevent the Company or the Material Subsidiaries from conducting its business and all activities in connection with the Material Property as currently conducted or proposed to be conducted and there

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exists no actual or, to the knowledge of the Company, threatened termination, limitation, modification or material change in the working relationship with any Governmental Authorities.

(lll) No Expropriation. No part of the Material Property or Material Permits have been taken, revoked, condemned or expropriated by any Governmental Authority nor has any written notice or proceedings in respect thereof been given, or to the knowledge of the Company, been commenced, threatened or is pending, nor does the Company have any knowledge of the intent or proposal to give such notice or commence any such proceedings.

(mmm) No Work Stoppage or Interruptions. There has not been in the last three years and there is not currently any actions, proceedings, inquiries, disruptions, protests, blockades or initiatives by non-governmental organizations, activist groups or similar entities or persons, that are ongoing or anticipated which could materially adversely affect the ability to explore, develop and operate the Material Property.

(nnn) Employee Plans. Each material plan for retirement, bonus, stock purchase, profit sharing, stock option, deferred compensation, severance or termination pay, insurance, medical, hospital, dental, vision care, drug, sick leave, disability, salary continuation, legal benefits, unemployment benefits, vacation, incentive or otherwise contributed to or required to be contributed to, by the Company for the benefit of any current or former director, officer, employee or consultant of the Company (the "Employee Plans") has been maintained in compliance with its terms and with the requirements prescribed by any and all statutes, orders, rules and regulations that are applicable to such Employee Plans, in each case in all material respects and has been publicly disclosed to the extent required by Applicable Securities Laws.

(ooo) Material Accruals. All material accruals for unpaid vacation pay, premiums for employment insurance, health premiums, federal or state pension plan premiums, accrued wages, salaries and commissions and employee benefit plan payments have been reflected in the books and records of the Company or the Material Subsidiaries;

(ppp) Labour/Employment Matters. No material labour dispute, complaint, grievance or other conflict with the employees of the Company or the Material Subsidiaries currently exists or to the knowledge of the Company is threatened or pending. No union representation question exists respecting the employees of the Company or the Material Subsidiaries and no collective bargaining agreement is in place or currently being negotiated by the Company or the Material Subsidiaries. The Company and Material Subsidiaries are currently in material compliance with all laws and regulations respecting employment and employment practices, workers' compensation, occupational health and safety and similar legislation, including payment in full of all amounts owing thereunder, and, to the Company's knowledge, there are no pending claims or outstanding orders of a material nature against either of them under applicable workers' compensation legislation, occupational health and safety or similar legislation nor has any event occurred which may give rise to any such material claim. The Company's employment contracts with all senior employees are in good standing and in full force and effect;

(qqq) Insurance. The Company and the Material Subsidiaries maintain insurance against such losses, risks and damages to their properties and assets in such amounts that are customary for the business in which they are engaged and on a basis consistent with reasonably prudent persons in comparable businesses, and all of the policies in respect of such insurance coverage are in good standing, in full force and effect in all respects and not in default. Each of the Company and the Material Subsidiaries is in compliance with the terms of such policies and instruments in all material respects and there are no material claims by the Company or the Material Subsidiaries under any such policy or instrument as to which any insurance company is denying liability or defending under a reservation of rights clause. The Company has no reason to believe that it will not be able to renew such existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse

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Effect, and neither the Company nor any of the Material Subsidiaries has failed to promptly give any notice of any material claim thereunder;

(rrr) Transfer Agent/Subscription Receipt Agent. TSX Trust Company, at its principal offices in the City of Vancouver, British Columbia and Toronto, Ontario is the duly appointed registrar and transfer agent for the Common Shares, and TSX Trust Company, at its principal offices in the City of Vancouver, British Columbia and Toronto, Ontario, is the duly appointed subscription receipt agent under the Subscription Receipt Agreement;

(sss) Minute Books. The minute books and records of the Company and each of the Material Subsidiaries contain copies of all material proceedings (or certified copies thereof) of the shareholders, the boards of directors and all committees of the boards of directors of the Company and the Material Subsidiaries from their respective dates of incorporation. There have been no other meetings, resolutions or proceedings of the shareholders, boards of directors or any committees of the boards of directors of the Company or any of the Material Subsidiaries not reflected in such minute books and other records, other than those which have been disclosed to the Underwriters or which are not material in the context of the Company or the Material Subsidiaries;

(ttt) Significant Transactions. Other than the Acquisition, the Company has not completed any "significant acquisition" or "significant disposition", nor is it proposing any "probable acquisitions" (as such terms are used in NI 44-101) that would require the inclusion of any additional financial statements or pro forma financial statements in the Offering Documents pursuant to Applicable Securities Laws;

(uuu) Previous Acquisitions. All previous material acquisitions completed by the Company or any of the Material Subsidiaries of any securities, business or assets of any other entity have been fully and properly disclosed in the Public Disclosure Documents, were completed in compliance, in all material respects, with all applicable corporate and securities laws and all necessary corporate and regulatory approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained and complied with in all material respects, and the Company or the Material Subsidiaries, as the case may be, conducted all due diligence procedures in connection with such previous acquisitions as are standard and customary for transactions of such nature;

(vvv) Fees and Commissions. Other than the Underwriters, there is no person acting or purporting to act at the request or on behalf of the Company that is entitled to any brokerage or finder's fee in connection with the transactions contemplated by this Underwriting Agreement;

(www) Entitlement to Proceeds. Other than the Company (and the Underwriting Fee and expenses in respect of the Underwriters), there is no person that is or will be entitled to the proceeds of the Offering under the terms of any Material Agreement, or other instrument or document (written or unwritten);

(xxx) Anti-Bribery. Neither the Company nor the Material Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Company, including but not limited to the U.S. Foreign Corrupt Practices Act and Canada's Corruption of Foreign Public Officials Act and Proceeds of Crime (Money Laundering) and Terrorist Financing Act, or (ii) offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any government official, whether directly or through any other person, for the purpose of influencing any act or decision of a government official in his or her official capacity; inducing a government official to do or omit to do any act in violation of his or her lawful duties; securing any improper advantage; inducing a government official to influence or affect any act or decision of any Governmental Authority; or assisting any representative of the Company in obtaining or retaining business for or with, or directing business to, any person; or (B) to any person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks, or other unlawful

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or improper means of obtaining business or any improper advantage. Neither the Company nor the Material Subsidiaries nor to the knowledge of the Company, any director, officer, employee, consultant, representative or agent of foregoing, has (i) conducted or initiated any review, audit, or internal investigation that concluded the Company or the Material Subsidiaries, or any director, officer, employee, consultant, representative or agent of the foregoing violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Authority responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request, or citation from any person alleging non-compliance with any such laws;

(yyy) OFAC Requirements. The Company has not been, nor to the knowledge of the Company, has any director, officer, agent, employee, affiliate or person acting on behalf of the Company been or is currently subject to any United States sanctions administered by the Office of Foreign Assets Control of the United States Treasury Department ("OFAC"); and the Company will not directly or indirectly use any proceeds of the Offering, or lend, contribute or otherwise make available such proceeds to the Company or to any affiliated entity, joint venture partner or other person or entity, to finance any investments in, or make any payments to, any country or person targeted by any of the sanctions of the United States administered by OFAC;

(zzz) Acquisition Agreement. (i) The representations and warranties of the Company in the Acquisition Agreement, a true copy of which has been provided to the Underwriters, are true and correct in all material respects, subject to the same exceptions and qualifications as set out therein (including as disclosed in the disclosure schedule to be delivered by the Company with the Acquisition Agreement), as of the date hereof; and (ii) to the knowledge of the Company, the representations and warranties of Goldcorp Canada Ltd. contained in the Acquisition Agreement are true and correct in all material respects, subject to the same exceptions and qualifications as set out therein (including as disclosed in the disclosure schedule to be delivered by Goldcorp Canada Ltd. with the Acquisition Agreement), as of the date hereof; and (iii) to the knowledge of the Company, there has been no (a) actual or alleged breach or default by any party of any provisions of the Acquisition Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Acquisition Agreement; or (b) dispute, termination, cancellation, amendment or renegotiation of the Acquisition Agreement, and, to the knowledge of the Company, no state of facts giving rise to any of the foregoing exists;

(aaaa) Implementation Agreement. (i) The representations and warranties of the Company in the Implementation Agreement, true copies of which have been provided to the Underwriters, are true and correct in all material respects, subject to any qualifications set out therein, as of the date hereof; and (ii) to the knowledge of the Company, there has been no (a) actual or alleged breach or default by any party of any provisions of the Implementation Agreement and no event, condition, or occurrence exists which after the notice or lapse of time (or both) would constitute a breach or default by any party to the Implementation Agreement; or (b) dispute, termination, cancellation, amendment or renegotiation of the Implementation Agreement, and, to the knowledge of the Company, no state of facts giving rise to any of the foregoing exists;

(bbb) Escrow Release Conditions. To the knowledge of the Company, no event has occurred which is reasonably likely to prevent the Escrow Release Conditions from being satisfied on or before the Escrow Deadline.

(cccc) U.S. Placement Memorandum. The U.S. Placement Memorandum has been prepared in a form customary for a private placement offering of equity securities of a Canadian foreign private issuer in the United States pursuant to (i) Rule 144A and (ii) Rule 506(b) and/or Section 4(a)(2), and similar exemptions under applicable securities laws of any state of the United States, concurrent with a public offering in Canada, and does not and will not contain any material disclosures regarding the Company or its Subsidiaries other than as set forth in the Prospectus that is included therein.

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(dddd) Completion of Franco-Nevada Royalty. To the knowledge of the Company, no event has occurred or condition exists which will prevent the transactions contemplated under the Implementation Agreement from being completed; and

(eeee) Full Disclosure. The Company has not withheld and will not withhold from the Underwriters prior to the Closing Time, any material facts relating to the Company, its Material Subsidiaries or the Offering.

Section 8 Additional Covenants of the Company

(1) In addition to any other covenant of the Company set forth in this Underwriting Agreement, the Company covenants with the Underwriters that:

(a) Maintain Reporting Issuer Status. The Company will use its reasonable best 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 Qualifying Jurisdictions until the date that is two years following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors of the Company to comply with their fiduciary duties to the Company;

(b) Stock Exchange Listings. The Company will: (i) file or cause to be filed with the TSX all necessary documents and will take commercially reasonable steps to ensure that the Subscription Receipts and Subscription Receipt Shares have been approved (or conditionally approved) for listing and for trading on the TSX subject to the Underwriters confirming that they have met the applicable minimum distribution requirements of the TSX, prior to the filing of the Prospectus Supplement with the Securities Commissions, subject only to satisfaction by the Company of the Standard Listing Conditions, and the Company shall thereafter use its reasonable best efforts to fulfil the Standard Listing Conditions within the time period prescribed by the TSX; and (ii) use its reasonable best efforts to remain listed for trading on the TSX for a period of two years following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors of the Company to comply with their fiduciary duties to the Company;

(c) Other Filings. The Company will make all necessary filings, use commercially reasonable efforts to obtain all necessary regulatory consents and approvals (if any) and the Company will pay all filing fees required to be paid in connection with the transactions contemplated in this Underwriting Agreement;

(d) Press Releases. Subject to compliance with applicable law, any press release of the Company to be issued during the period of distribution of the Subscription Receipts will be provided in advance to the Underwriters (other than in respect of non-material matters which could not affect the Offering), and the Company will use its reasonable best efforts to agree with the Underwriters as to the form and content thereof prior to its release, and any press release shall include the following legend: “Not for distribution to United States newswire services or for dissemination in the United States”;

(e) Use of Proceeds. The Company shall use the net proceeds from the purchase and sale of the Subscription Receipts in accordance with the descriptions set forth under the heading “Use of Proceeds” in the Prospectus Supplement;

(f) Standstill Period. The Company shall not, directly or indirectly, issue any Common Shares or securities, or other financial instruments convertible into or having the right to acquire Common Shares, or enter into any agreement or arrangement under which the Company acquires or transfers to another, in whole or in part, any of the economic consequences of ownership of Common Shares, whether that agreement or arrangement may be settled by the delivery of Common Shares or other securities or cash, or agrees to become bound to do so, or discloses to the public any intention to do so, for a period of 90 days from the Closing Date without the prior written consent of the Lead Underwriters, such consent not to be unreasonably withheld, except in conjunction with: (i) the

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Offering and the Acquisition; (ii) the grant or exercise or settlement of stock options, restricted share units, deferred share units and other similar issuances pursuant to the long term incentive plan of the Company and other stock-based compensation arrangements including, for greater certainty, any existing director, officer, employee or consultant incentive plans or the sale of any Common Shares issued thereunder; (iii) the exercise or conversion of outstanding convertible securities; (iv) any obligations in respect of existing agreements or instruments; or (v) in connection with an arm's length acquisition transaction, or a take-over bid or other transaction involving a change of control of the Company (including any such transactions funded with the use of proceeds of financings).

(g) Lock-Up Agreements. The Company shall cause each of the directors and executive officers of the Company (the “Locked-Up Parties” and each a “Locked-Up Party”), to agree, in a lock-up agreement to be executed on the Closing Date, that for a period of 90 days from the Closing Date, each Locked-Up Party will not, 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, whether now owned or hereinafter acquired, directly or indirectly, or under their control or direction, or with respect to which each has beneficial ownership, 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 Common Shares, whether such transaction is settled by the delivery of Common Shares, other securities, cash or otherwise. Notwithstanding the foregoing, the Locked-Up Parties shall be entitled to transfer their securities of the Company: (i) to an affiliate; (ii) in connection with an internal reorganization; (iii) pursuant to a pledge as security for indebtedness owing to a bona fide lender and/or any sale of the securities upon such lender realizing on such security; (iv) pursuant to exercises of outstanding stock options or settlement of outstanding restricted share units or deferred share units of the Company; and (v) pursuant to a bona fide takeover bid or any other similar transaction made generally by a third party to all holders of securities of the Company.

(h) Contractual Right of Rescission. The Subscription Receipt Agreement shall contain a contractual right of rescission granted by the Company to the Purchasers (subject to applicable law) in respect of misrepresentations in the Prospectus or any Supplementary Material; and

(i) No Amendments. The Company will not materially amend any material terms or conditions of the Acquisition Agreement, the Term Loan Agreement, the NSR Agreement, the Letter Agreement, and the Implementation Agreement which may adversely affect the holders of the Subscription Receipts without the consent of the Lead Underwriters, not to be unreasonably withheld or delayed.

Section 9 Covenants of the Underwriters

(1) Each Underwriter severally, and neither jointly, nor jointly and severally, covenants with the Company, that:

(a) During the period of distribution of the Subscription Receipts by or through the Underwriters or a Selling Firm, the Underwriters will offer and sell, and the Underwriters will require any Selling Firm to agree to offer and sell, the Subscription Receipts to the public only in the Qualifying Jurisdictions or where they may lawfully be offered for sale or sold and as described in the Offering Documents. For the purposes of this Section 9(1)(a), the Underwriters shall be entitled to assume that the Subscription Receipts are qualified for distribution in any Qualifying Jurisdiction where a receipt for the Base Shelf Prospectus has been issued.

(b) The provisions of Schedule “A” hereto apply in respect of offers and sales of Subscription Receipts in the United States and are incorporated herein by reference. The Underwriters shall cause similar undertakings to be contained in any agreements among a Selling Firm.

(c) The Underwriters, and any Selling Firm appointed hereunder, will use their reasonable best efforts to (i) meet the minimum distribution requirements for the listing of the Subscription Receipts and the Subscription Receipt Shares on the TSX; and (ii) complete the distribution of the Subscription

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Receipts as promptly as possible after the Closing Time. The Underwriters will notify the Company as soon as possible when, in the Underwriters' opinion, the Underwriters and the Selling Firms have ceased the distribution of the Subscription Receipts and, within 30 days after completion of the distribution, the Lead Underwriters will provide the Company, in writing, with a breakdown of the number of Subscription Receipts distributed in each of the Qualifying Jurisdictions by the Underwriters where that breakdown is required by a Securities Commission for the purpose of calculating fees payable to, or making filings with, that Securities Commission.

(d) Upon the Company obtaining the necessary receipts therefor in each Qualifying Jurisdiction, the Underwriters shall deliver one copy of the Prospectus and any Supplementary Material, as applicable, to each of the Purchasers within one Business Day of receipt thereof.

(2) No Underwriter shall be liable to the Company under this Section 9 with respect to a default by any of the other Underwriters.

Section 10 Closing

(1) Location of Closing. The Closing will be completed at the Closing Time by virtual exchange of documents or at such other place as the Underwriters and the Company may agree.

(2) Over-Allotment Closing.

(a) The purchase and sale of any Over-Allotment Subscription Receipts will take place electronically on the dated ("Over-Allotment Closing Date") and the time (the "Over-Allotment Closing Time") specified by the Underwriters in any written notice given by the Underwriters pursuant to their election to purchase such Over-Allotment Subscription Receipts (provided that in no event shall such time be earlier than the Closing Time or earlier than two or later than ten Business Days after the date of the written notice of the Underwriters to the Company in respect of the Over-Allotment Subscription Receipts), or at such other times and dates as the Underwriters and the Company may agree upon in writing.

(b) Whether or not specially contemplated in this Underwriting Agreement, all provisions of this Underwriting Agreement shall apply in the same manner and upon the same terms and conditions in respect of the Over-Allotment Option as would apply to the Subscription Receipts issued and sold pursuant to this Underwriting Agreement, and any steps to be taken or conditions to be satisfied at the Over-Allotment Closing Time shall be the same as those steps to be taken or conditions to be satisfied at the Closing Time.

(3) Securities. At the Closing Time or the Over-Allotment Closing Time, subject to the terms and conditions contained in this Underwriting Agreement:

(a) the Company shall cause the Subscription Receipt Agent, to electronically deposit with CDS Clearing and Depository Services Inc. ("CDS"), on behalf of the Underwriters, the Subscription Receipts purchased by the Underwriters hereunder, registered in the name of "CDS & Co." as CDS's nominee to be held by CDS as non-certificated inventory in accordance with CDS's rules and procedures;

(b) the Company shall deliver to BMO Capital Markets, on behalf of the Underwriters, a direction to deduct the Non-Escrowed Underwriting Fee, which the Company agrees to pay the Underwriters for their services in connection with the issuance and sale of the Subscription Receipts from the gross purchase price for the Subscription Receipts owing to the Company; and

(c) BMO Capital Markets will cause to be sent to the Subscription Receipt Agent by wire transfer or bank transfer, on behalf of the Underwriters, the aggregate purchase price for the Subscription Receipts issued and sold hereunder, less the Non-Escrowed Underwriting Fee.

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(4) The Underwriters will provide a direction to CDS with respect to the crediting of the Subscription Receipts to the accounts of the participants of CDS as shall be designated by the Underwriters in writing in sufficient prior to the Closing Date to permit such crediting.

Section 11 Compensation of the Underwriters

(1) In consideration of the agreement of the Underwriters to purchase the Subscription Receipts and to offer them to the public pursuant to the Prospectus and other good and valuable consideration, the Company agrees to pay the Underwriters a fee (the “Underwriting Fee”) comprised of a fee of 5.0% of the aggregate cash proceeds received from the sale of the Purchased Subscription Receipts and Over-Allotment Subscription Receipts with the exception of any subscription for Purchased Subscription Receipts or Over-Allotment Subscription Receipts by Franco-Nevada Corporation (or any of its affiliates) which will be subject to a reduced fee equal to 2.0%.

(2) One-half of the Underwriting Fee shall be paid to the Underwriters at the Closing Time (the “Non-Escrowed Underwriting Fee”) and one-half of the Underwriting Fee shall be paid to the Underwriters upon the satisfaction of the Escrow Release Conditions on or prior to the Escrow Deadline in consideration of the services to be rendered by the Underwriters in connection with the Offering (the “Escrowed Underwriting Fee”). For greater certainty, if a Termination Event occurs following the Closing Date, the Underwriting Fee will be limited to 50% thereof.

(3) The Non-Escrowed Underwriting Fee payable at the Closing Time or the Over-Allotment Closing Time will be deducted from the aggregate gross proceeds of the Offering and withheld for the account of the Underwriters.

(4) For greater certainty, the services provided by the Underwriters in connection herewith will not be subject to the Goods and Services Tax and the Harmonized Sales Tax provided for in the Excise Tax Act (Canada) (collectively, “GST”) and taxable supplies provided will be incidental to the exempt financial services provided. However, in the event that any Governmental Authority determines that GST is due on the Underwriting Fee, the Company agrees to pay the amount of GST forthwith upon the request of the Underwriters.

Section 12 Termination Rights

(1) The Company agrees that all material terms and material conditions set out in this Underwriting Agreement shall be construed as conditions and complied with so far as they relate to acts to be performed or caused to be performed by it, that it will use its best efforts to cause such conditions to be complied with, and that any material breach or failure by the Company to comply with any such material conditions in favour of the Underwriters that cannot be cured prior to the Closing Time shall entitle the Underwriters to terminate their obligation to purchase the Subscription Receipts by written notice to that effect given to the Company prior to the Closing Time. It is understood that the Underwriters may waive in whole or in part, or extend the time for compliance with, any of such terms and conditions without prejudice to their rights in respect of any subsequent breach or non-compliance, provided that to be binding on the Underwriters, any such waiver or extension must be in writing.

(2) In addition to any other remedies which may be available to the Underwriters in respect of any default, act or failure to act, or non-compliance with the terms of this Underwriting Agreement by the Company, the Underwriters (or any of them) shall be entitled, at their option, to terminate and cancel, without any liability on the part of the Underwriters, their obligations under this Underwriting Agreement to purchase the Subscription Receipts by giving written notice to the Company at any time after the date hereof and prior to the Closing Time, if:

(a) there shall be any material change (actual, imminent or reasonably expected) in the business, affairs or financial condition of the Company or the Material Subsidiaries or the Material Property, or change in any material fact or a new material fact shall arise with respect to the Company or the

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Material Subsidiaries or the Material Property, which would be expected to have, in the opinion of the Underwriters (or any of them), acting reasonably, a material adverse effect on the market price or value of the Subscription Receipts or the Common Shares or the Underwriters shall become aware of any material information with respect to the Company which had not been publicly disclosed or disclosed in writing to the Underwriters at or prior to the date hereof and which in the opinion of the Underwriters (or any of them), acting reasonably, would be expected to have a material adverse effect on the market price or value of Subscription Receipts or Common Shares;

(b) (i) there should develop, occur or come into effect or existence any event, action, state, condition (including without limitation, natural catastrophe, act of war, terrorism or accident) or major financial occurrence of national or international consequence or a new or change in any law or regulation which in the opinion of the Underwriters (or any of them), acting reasonably, significantly and seriously adversely affects or would reasonably be expected to significantly and seriously adversely affect the financial markets or the business, operations or affairs of the Company and the Material Subsidiaries taken as a whole or the market price or value of the Subscription Receipts or the Common Shares; (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 or any of its principal shareholders where a material wrong-doing is alleged or any order is made which involves a finding of wrong-doing, by any federal, provincial, state, municipal or other governmental department, commission, board, bureau, agency or instrumentality including without limitation the TSX or securities commission that significantly and seriously adversely affects or would reasonably be expected to significantly and seriously adversely affect the business, operations or affairs of the Company and the Material Subsidiaries taken as a whole or the market price or value of the Subscription Receipts or Common Shares; (iii) any order, action or proceeding which cease trades or otherwise operates to prevent or restrict the trading of the Subscription Receipts or the Common Shares is made or threatened by a securities regulatory authority;

(c) the Company is in material breach of any material term, condition or covenant of this Underwriting Agreement or any representation or warranty given by the Company in this Underwriting Agreement becomes or is false in any material respect and cannot be cured prior to the Closing Time.

(3) The Underwriters shall make reasonable efforts where applicable to give notice to the Company (in writing or by other means) of the occurrence of any of the events referred to in Section 12(2), provided that neither the giving nor the failure to give such notice shall in any way affect the entitlement of the Underwriters to exercise this right at any time prior to or at the Closing Time.

(4) If the obligations of the Underwriters under this Underwriting Agreement are terminated pursuant to the termination rights in this Section 12, the liability of the Company to the Underwriters shall be limited to the obligations under Section 14, Section 15 and Section 16.

(5) The right of the Underwriters (or any of them) to terminate their obligations under this Underwriting Agreement is in addition to any other remedies they may have in respect of any rights contemplated by the Underwriting Agreement. A notice of termination given by one Underwriter under this Section 12 shall not be binding upon the other Underwriters.

Section 13 Survival of Representations and Warranties

All representations and, warranties, covenants and agreements herein contained or contained in any documents delivered pursuant to this Underwriting Agreement and in connection with the transaction of purchase and sale herein contemplated shall survive the purchase and sale of the Subscription Receipts and the termination of this Underwriting Agreement notwithstanding such closing or any investigation made by or on behalf of the Underwriters with respect thereto, and shall continue in full force and effect for the benefit of the Underwriters and/or the Company, as the case may be, regardless of the Closing of the Offering, any subsequent disposition of the Subscription Receipts and any investigation by or on behalf of the Underwriters with respect thereto, until the Survival Limitation Date. Without any

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limitation of the foregoing, the provisions contained in this Underwriting Agreement in any way related to indemnification or contribution obligations shall survive and continue, in full force and effect, indefinitely.

Section 14 Indemnity

(1) The Company agrees to indemnify and save the Underwriters and/or any of their respective affiliates (hereinafter referred to collectively as the “Underwriters”) and each of their respective or former directors, officers, employees, partners, agents, each other person, if any, controlling the Underwriters or any of their subsidiaries, affiliates and each shareholder of the Underwriters and the successors and assigns of all the foregoing persons (collectively the “Indemnified Parties” and each an “Indemnified Party”) harmless to the full extent lawful, from and against any and all expenses, losses, claims, actions, damages or liabilities of any nature (including reasonable fees and expenses of their respective counsel and other expenses, but not including any amount for loss of profits) incurred in investigating, defending, settling and/or satisfying a judgment in any action, suit, proceeding, investigation or claim that may be made or threatened against any Indemnified Party or to which an Indemnified Party may become subject or otherwise involved in any capacity (collectively, the “Claims”) insofar as the Claims arise out of or are based upon, directly or indirectly:

(a) any information or statement (except any Underwriters’ Information) contained in the Offering Documents or in any certificates of the Company delivered pursuant to this Underwriting Agreement which, at the time and in light of the circumstances under which it was made, contains or is alleged to contain a misrepresentation, or an untrue statement of a material fact;

(b) any omission or alleged omission to state in the Offering Documents any material fact (other than a material fact relating solely to any Underwriters’ Information) required to be stated in such document or necessary to make any statement in such document not misleading in light of the circumstances under which it was made (and also including an omission or alleged omission that would constitute a misrepresentation);

(c) any order made or inquiry, investigation or proceedings commenced or threatened by any Governmental Authority based upon any actual or alleged untrue statement of a material fact or omission or alleged omission to state a material fact necessary to make any statement not misleading in light of the circumstances under which it was made or any misrepresentation or alleged misrepresentation (in each case, other than relating solely to any Underwriters’ Information) contained in or omitted from, as applicable, the Offering Documents or based upon any failure to comply with Canadian Securities Laws or U.S. Securities Laws (other than any failure or alleged failure to comply by the Underwriters), which prevents or restricts the trading in or the sale or distribution of the Subscription Receipts in any of the Qualifying Jurisdictions;

(d) the non-compliance or alleged non-compliance by the Company with any Canadian Securities Laws or U.S. Securities Laws in connection with the transactions contemplated by this Underwriting Agreement, including the Company's non-compliance with any statutory requirement to make any document available for inspection; or

(e) any breach by the Company of its representations, warranties, covenants or obligations to be complied with under this Underwriting Agreement or any other document to be delivered pursuant to this Underwriting Agreement.

(2) If and to the extent that a court of competent jurisdiction in a final judgment from which no appeal can be made or a Governmental Authority in a final ruling from which no appeal can be made determines that a Claim resulted from the fraud, gross negligence or willful misconduct of the Indemnified Party claiming indemnity, such Indemnified Party shall promptly reimburse to the Company any funds advanced to the Indemnified Party in respect of such Claim and the indemnity provided for in this Section 14 shall cease to apply to such Indemnified Party in respect of such Claim. For greater certainty, the Company and the Underwriters agree that they do not intend that any failure by the Underwriters to conduct such reasonable investigation as necessary to provide the Underwriters with reasonable grounds for believing the Offering

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Documents contained no misrepresentation shall constitute “gross negligence” or “willful misconduct” for purposes of this Section 14 or otherwise disentitle the underwriters from indemnification hereunder.

(3) The Company agrees that in case any legal proceeding is brought against, or an investigation is commenced in respect of, the Company and/or an Indemnified Party and an Indemnified Party or its personnel are required to testify in connection therewith or required to respond to procedures designed to discover information regarding, in connection with or by reason of the professional services rendered to the Company by the Underwriters, the Indemnified Party shall have the right to employ its own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Indemnified Party for time spent by its personnel in connection therewith at their normal per diem rates together with reasonable disbursements and out-of-pocket expenses incurred by the personnel in connection therewith) shall be paid by the Company as they occur.

(4) After receiving notice of a Claim against any Indemnified Party or receipt of notice of the commencement of any investigation which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Company, the Underwriters: (a) will promptly notify the Company, in writing, of such Claim or investigation stating the particulars thereof, (b) will provide copies of all relevant documentation to the Company and (c) unless the Company assumes the defence thereof, will keep the Company advised of the progress and will discuss all significant proposed actions. Failure to notify the Company will not relieve the Company of any liability that the Company may have to an Indemnified Party except, and only to the extent, that any such delay in giving or failure to give such notice results in the loss of substantive rights or defences in connection with such Claim or results in any material increase in the liability under this indemnity which the Company would not otherwise have incurred had the Underwriters given the required notice.

(5) The Company will be entitled, at its own expense, to participate in and, to the extent it may wish to do so, assume the defence of any Claim, provided such defence is conducted by experienced and competent counsel. Upon the Company notifying the Underwriters in writing of its election to assume the defence and retain counsel, the Company will not be liable to an Indemnified Party for any legal expenses subsequently incurred by it in connection with such defence. If such defence is assumed by the Company, the Company throughout the course thereof will provide copies of all relevant documentation to the Underwriters, will keep the Underwriters advised of the progress thereof and will discuss with the Underwriters all significant actions proposed.

(6) Notwithstanding the foregoing paragraph, any Indemnified Party shall have the right, at the Company’s expense, to separately retain counsel of such Indemnified Party’s choice, in respect of the defence of any Claim if:

(a) the employment of such counsel has been authorized by the Company;

(b) the Company has not assumed the defence and employed counsel therefor within 10 days after receiving notice of such Claim; or

(c) counsel retained by the Company or the Indemnified Party has advised the Indemnified Party that representation of both parties by the same counsel would be inappropriate for any reason, including for the reason that

(i) there may be legal defences available to the Indemnified Party that are different from or in addition to those available to the Company (in which event and to that extent, the Company shall not have the right to assume or direct the defence on such Indemnified Party’s behalf);

(ii) there is a conflict of interest between the Company and the Indemnified Party; or

(iii) the subject matter of the Claim may not fall within the indemnity set forth herein;

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in each case the Company shall not have the right to assume or direct the defence on such Indemnified Party's behalf, provided that the Company shall not be responsible for the fees or expenses of more than one legal firm in any single jurisdiction for all of the Indemnified Parties.

(7) No admission of liability and no settlement of any Claim shall be made by the Company or an Indemnified Party without the prior written consent of the Indemnified Parties affected or the Company (as applicable) (which consent may not be unreasonably withheld or delayed) unless such settlement includes an unconditional release of each Indemnified Party or the Company (as applicable) from any liabilities arising out of such Claim without any admission of negligence, misconduct, liability or responsibility by any Indemnified Party or the Company (as applicable).

(8) The Company hereby acknowledges that the Lead Underwriters act as trustees for the other Indemnified Parties of the Company's covenants under this indemnity and the Lead Underwriters agree to accept such trust and to hold and enforce such covenants on behalf of such persons.

(9) The indemnity obligations of the Company under this Section 14 and the contribution obligations of the Company under Section 15 shall be in addition to any liability the Company may otherwise have (including under this Unwriting Agreement), shall extend upon the same terms and conditions herein to the Indemnified Parties and shall be binding upon and continue in effect in accordance with the terms and conditions herein for the benefit of any successors, permitted assigns, heirs and personal representatives of the Company, the Underwriters and any other Indemnified Party. The foregoing provisions shall survive any termination of this Underwriting Agreement.

Section 15 Contribution

(1) In order to provide for just and equitable contribution in circumstances in which the indemnity provided in Section 14 would otherwise be available in accordance with its terms but is, for any reason not attributable to any one or more of the Indemnified Parties, held to be unavailable to or unenforceable by an Indemnified Party or is insufficient to hold the Indemnified Party harmless, the Company shall contribute to the amount paid or payable (or, if such indemnity is unavailable only in respect of a portion of the amount so paid or payable, such portion of the amount so paid or payable) by such Indemnified Party as a result of such liabilities, claims, demands, losses, costs, damages and expenses:

(a) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters on the other from the offering of the Subscription Receipts, if any; or

(b) if the allocation provided by clause (a) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (a) above but also the relative fault of the Company on the one hand and the Underwriters on the other hand in connection with the matters or things referred to in which resulted in such liabilities, claims, demands, losses, costs, damages or expenses, as well as any other relevant equitable considerations,

provided that the Underwriters shall not in any event be liable to contribute, in the aggregate, any amount in excess of the Underwriting Fee or any portion thereof actually received.

(2) The relative benefits received by the Company on the one hand and the Underwriters on the other shall be deemed to be in the same ratio as the total proceeds from the offering of the Subscription Receipts, if any, (net of the Underwriting Fee payable to the Underwriters but before deducting expenses) received by the Company is to the Underwriting Fee received by the Underwriters.

(3) The relative fault of the Company on the one hand and of the Underwriters on the other shall be determined by reference to, among other things, whether the matters or things referred to in Section 14 which resulted in such liabilities, claims, demands, losses, costs, damages and expenses relate to information supplied by or steps or actions taken or done or not taken or done by or on behalf of the Company or to information supplied

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by or steps or actions taken or done or not taken or done by or on behalf of the Underwriters and the relative intent, knowledge, access to information and opportunity to correct or prevent such statement, omission or misrepresentation, or other matter or thing referred to in Section 14. The amount paid or payable by an Indemnified Party as a result of the liabilities, claims, demands, losses, costs, damages and expenses referred to above shall be deemed to include any legal or other expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such liabilities, claims, demands, losses, costs, damages and expenses, whether or not resulting in an action, suit, proceeding or claim.

(4) The parties agree that it would not be just and equitable if contribution pursuant to this section were determined by any method of allocation which does not take into account the equitable considerations referred to in this section.

Section 16 Expenses

The Company will be responsible for all costs and expenses related to the Offering, whether or not it is completed, including all fees and disbursements of its legal counsel, accountants and auditors, expenses related to road shows and marketing activities, printing costs, filing fees, taxes thereon and all reasonable out-of-pocket expenses of the Underwriters (including their travel expenses in connection with due diligence and marketing meetings) and the reasonable fees and disbursements and taxes thereon of the Underwriters' legal counsel (subject to the limitation set out in the Engagement Letter). Costs and expenses of the Underwriters shall be payable by the Company to BMO Capital Markets, on behalf of the Underwriters, upon release of the Escrowed Funds by the Subscription Receipt Agent.

Section 17 Liability of the Underwriters

(1) The obligation of the Underwriters to purchase the Purchased Subscription Receipts, and, if applicable the Over-Allotment Subscription Receipts, in connection with the Offering at the Closing Time, or if applicable the Over-Allotment Closing Time, shall be several, and not joint, nor joint and several, and shall be as to the following percentages to be purchased at any such time:

BMO Nesbitt Burns Inc.	30.0%
SCP Resource Finance LP	30.0%
CIBC World Markets Inc.	15.0%
Cormark Securities Inc.	10.0%
National Bank Financial Inc.	5.0%
Raymond James Ltd.	5.0%
Ventum Financial Corp.	5.0%
	100%

(2) In the event that any Underwriter shall fail to purchase its applicable percentage of the Subscription Receipts (the "Defaulting Underwriter") at the Closing Time or the Over-Allotment Closing Time, as the case may be, and the percentage of Subscription Receipts that have not been purchased by the Defaulting Underwriter represents 10% or less of the Subscription Receipts then the other Underwriters will be severally, and not jointly and severally, obligated to purchase, on a pro rata basis to their respective percentages as aforesaid, all but not less than all of the Subscription Receipts not purchased by the Defaulting Underwriter, and to receive the Defaulting Underwriter's portion of the Underwriting Fee in respect thereof, and such non-defaulting Underwriters shall have the right, by notice to the Company, to postpone the Closing Date or Over-Allotment Closing Date, as the case may be, by not more than three Business Days to effect such purchase. In the event the percentage of Subscription Receipts that have not been purchased by a Defaulting Underwriter represents more than 10% of the aggregate Subscription Receipts, the other Underwriters will have the right, but will not be obligated, to purchase all of the percentage of the Subscription Receipts which would otherwise have been purchased by the Defaulting Underwriter; the Underwriters exercising such right will purchase such Subscription Receipts, if applicable, pro rata to their respective percentages aforesaid or in such other proportions as they may otherwise agree. In the event that such right is not exercised, the non-defaulting Underwriters shall be relieved of all obligations to the Company arising from such default. Nothing

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in this section shall oblige the Company to sell to the Underwriters less than all of the Subscription Receipts or relieve from liability to the Company any Underwriter which shall be so in default.

(3) No action taken pursuant to this Section 17 shall relieve any defaulting Underwriter from liability in respect of its default to the Company or to any non-defaulting Underwriter.

(4) Nothing in this Underwriting Agreement shall oblige any U.S. broker-dealer affiliate of any of the Underwriters to purchase the Subscription Receipts. Any U.S. broker-dealer affiliate who makes any offers or sales of the Subscription Receipts in the United States will do so solely as an agent for an Underwriter.

(5) Without affecting the firm obligation of the Underwriters to purchase from the Company 250,000,000 Subscription Receipts at the Offering Price in accordance with this Underwriting Agreement, after the Underwriters have made reasonable efforts to sell all of the Subscription Receipts at the Offering Price, the Offering Price may be decreased by the Underwriters and further change from time to time to an amount not greater than the Offering Price specified herein. Such decrease in the Offering Price will not affect the Underwriting Fee to be paid by the Company to the Underwriters, and it will not decrease the amount of the net proceeds of the Offering to be paid by the Underwriters to the Company, before deducting expenses of the Offering. The Underwriters will inform the Company if the Offering Price is decreased.

Section 18 Advertisements

The Company acknowledges that the Underwriters shall have the right, subject always to Section 2 and Section 8(1)(d) of this Underwriting Agreement, and to prior approval by the Company, at their own expense, to place such advertisement or advertisements relating to the sale of the Subscription Receipts contemplated herein as the Underwriters may consider desirable or appropriate and as may be permitted by applicable law, including Canadian Securities Laws and U.S. Securities Laws. The Company and the Underwriters each agree that they will not make or publish 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 and registration requirements of Applicable Securities Laws and applicable securities laws in jurisdictions other than Canada and the United States in which the Subscription Receipts shall be offered or sold not being available.

Section 19 Action by Underwriters

All steps which must or may be taken by the Underwriters in connection with the Closing, with the exception of the matters relating to: (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by the Lead Underwriters, on their own behalf and on behalf of the other Underwriters. The execution of this Underwriting Agreement by the other Underwriters and by the Company shall constitute the Company's authority and obligation for accepting notification of any such steps from, and for delivering the Subscription Receipts in certificated or electronic form to or to the order of, the Lead Underwriters. The Lead Underwriters shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Underwriting Agreement shall be several and neither joint nor joint and several.

Section 20 Governing Law

This Underwriting Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein. Each of the parties irrevocably attorns to the jurisdiction of the courts of the Province of Ontario.

Section 21 Notices

All notices or other communications by the terms hereof required or permitted to be given by one party to another shall be given in writing by personal delivery or by email to such other party as follows:

(a) to the Company at:

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Discovery Silver Corp.

701 – 55 University Ave

Toronto, Ontario M5KJ 2H7
Attention: Tony Makuch, Chief Executive Officer & Director
Email: [Redacted – Personal Information]

with a copy to (which copy shall not constitute notice):

Bennett Jones LLP
Suite 3400, 100 King Street
Toronto, Ontario M5X 1A4
Attention: Sander Grieve & Linda Misetich Dann
Email: [Redacted – Personal Information]

(b) to the Underwriters, to the Lead Underwriters at:

BMO Nesbitt Burns Inc.
100 King Street West, 5th Floor
Toronto, Ontario M5X 1H3
Attention: Ilan Bahar
Email: [Redacted – Personal Information]

SCP Resource Finance LP
70 York Street, Suite 700
Toronto, Ontario M5J 1S9
Attention: Peter Grosskopf
Email: [Redacted – Personal Information]

with a copy to (which copy shall not constitute notice):

McMillan LLP
Suite 4400, 181 Bay Street
Toronto, Ontario M5J 2T3
Attention: Andrew Powers & Jeffrey Gebert
Email: [Redacted – Personal Information]

or at such other address or email address as may be given by either of them to the other in writing from time to time and such notices or other communications shall be deemed to have been received when personally delivered or, if delivered by email, on the date of receipt (with receipt confirmed) provided notice or communication is received prior to 5:00 p.m. (recipient’s time) on a Business Day or, in any other case, on the next Business Day after such notice or other communication has been delivered by email.

Section 22 Counterpart Signature

This Underwriting Agreement may be executed in one or more counterparts (including counterparts by facsimile or other electronic means), which together shall constitute an original copy hereof as of the date first noted above.

Section 23 Time of the Essence

Time shall be of the essence in this Underwriting Agreement.

Section 24 Severability

If any provision of this Underwriting Agreement is determined to be void or unenforceable, in whole or in part, such void or unenforceable provision shall not affect or impair the validity of any other provision of this Underwriting Agreement and shall be severable from this Underwriting Agreement.

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Section 25 Entire Agreement

This Underwriting Agreement constitutes the entire agreement between the Underwriters and the Company relating to the subject matter hereof and supersedes all prior agreements between the Underwriters and the Company relating to the Offering, including the provisions of the engagement letter dated as of January 27, 2025 between the Company and the Lead Underwriters (the “Engagement Letter”), other than as expressly set forth herein.

Section 26 Obligations of the Underwriters

In performing their respective obligations under this Underwriting Agreement, the Underwriters shall be acting severally and not jointly and severally. Nothing in this Underwriting Agreement is intended to create any relationship in the nature of a partnership, or joint venture between the Underwriters.

Section 27 Market Stabilization

In connection with the distribution of the Subscription Receipts, the Underwriters (or any of them) may effect transactions which stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail in the open market, but in each case as permitted by applicable Canadian Securities Laws. Such stabilizing transactions, if any, may be discontinued by the Underwriters at any time.

Section 28 Interest in TMX Group Limited

Certain Underwriters, or affiliates thereof may own or control an equity interest in TMX Group Limited (“TMX Group”) and have a nominee director serving on the TMX Group’s board of directors. As such, each such investment dealer may be considered to have an economic interest in the listing of securities on any exchange owned or operated by TMX Group, including but not limited to the TSX. No person or company is required to obtain products or services from TMX Group or its affiliates as a condition of any of the Underwriters named above supplying or continuing to supply a product or service.

Section 29 Successors and Assigns

The terms and provisions of this Underwriting Agreement shall be binding upon and enure to the benefit of the Company and the Underwriters and their respective executors, heirs, successors and permitted assigns; provided that, except as provided herein, this Underwriting Agreement shall not be assignable by any party without the written consent of the others.

Section 30 No Fiduciary Duty

The Company hereby acknowledges that the Underwriters are acting solely as underwriters in connection with the purchase and sale of the Company’s securities contemplated hereby. The Company further acknowledges that the Underwriters are acting pursuant to a contractual relationship created solely by this Underwriting 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, its 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 the Company’s securities, either before or after the date thereof. The Underwriters hereby expressly disclaim any fiduciary or similar obligations to the Company, either in connection with the transactions contemplated by this Underwriting 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 Company’s securities, do not constitute advice or recommendations to the Company. The Company and the Underwriters agree that the Underwriters are acting as principal and not as an agent 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).

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The Company hereby waives and releases, to the fullest extent permitted by law, any claims that the Company may have against the Underwriters with respect to any breach or alleged breach of any fiduciary, advisory or similar duty to the Company in connection with the transactions contemplated by this Underwriting Agreement or any matters leading up to such transactions.

Section 31 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 Underwriting Agreement.

Section 32 Effective Date

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

[Remainder of Page Left Blank Intentionally]

If the Company is in agreement with the foregoing terms and conditions, please so indicate by executing a copy of this Underwriting Agreement where indicated below and delivering the same to the Underwriters.

Yours very truly,

BMO NESBITT BURNS INC.

Per: (signed) Ilan Bahar

Name: Ilan Bahar

Title: Managing Director & Co-Head, Global Metals and Mining

SCP RESOURCE FINANCE LP

by its general partner, SCP RESOURCE FINANCE GP INC.

Per: (signed) Peter Grosskopf

Name: Peter Grosskopf

Title: Chairman

CIBC WORLD MARKETS INC.

Per: (signed) Steven Reid

Name: Steven Reid

Title: Managing Director & Head

CORMARK SECURITIES INC.

Per: (signed) Kevin Carter

Name: Kevin Carter

Title: Managing Director, Investment Banking

NATIONAL BANK FINANCIAL INC.

Per: (signed) Greg Doyle

Name: Greg Doyle

Title: Director, Investment Banking

RAYMOND JAMES LTD.

Per: (signed) Rajiv Chail

Name: Rajiv Chail

Title: Director

VENTUM FINANCIAL CORP.

Per: (signed) Tim Graham

Name: Tim Graham

Title: Managing Director & Head, Western Canada

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The foregoing accurately reflects the terms of the transaction that we are to enter into and such terms are agreed to.

ACCEPTED as of this 29th day of January, 2025.

DISCOVERY SILVER CORP.

Per: (signed) Tony Makuch
Tony Makuch
Chief Executive Officer & Director

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SCHEDULE “A” UNITED STATES OFFERS AND SALES

As used in this Schedule “A”, capitalized terms used herein and not defined herein shall have the meanings ascribed thereto in the Underwriting Agreement to which this Schedule is annexed and the following terms shall have the meanings indicated:

(a) “Directed Selling Efforts” means directed selling efforts as that term is defined in Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule, it means, subject to the exclusions from the definition of directed selling efforts contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Subscription Receipts and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Subscription Receipts;

(b) “Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act; and

Representations, Warranties and Covenants of the Underwriters

Each Underwriter acknowledges that the Subscription Receipts have not been and will not be registered under the U.S. Securities Act and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act. Accordingly, neither the Underwriter nor any of its affiliates, nor any person acting on its or their behalf, has made or will make any Directed Selling Efforts in the United States with respect to the Subscription Receipts.

Each Underwriter represents, warrants and covenants to the Company that:

It has not offered and sold, and will not offer and sell, any Subscription Receipts forming part of its allotment except (a) in an offshore transaction in accordance with Rule 903 of Regulation S or (b) in the United States in accordance with (i) Rule 144A or (ii) Rule 506(b) and/or Section 4(a)(2) as provided in Section 2 through Section 17 below. Accordingly, none of the Underwriter, its affiliates nor any person acting on its or their behalf, has made or will make (except as permitted in Section 2 through Section 17 below):

(i) any offer to sell or any solicitation of an offer to buy, any Subscription Receipts to any person in the United States or for the account or benefit of any person in the United States;

(ii) any sale of Subscription Receipts to any purchaser unless, at the time the buy order was or will have been originated, the purchaser was outside the United States, or such Underwriter, affiliate or person acting on behalf of either reasonably believed that such purchaser was outside the United States, in each case in accordance with Regulation S; or

(iii) any Directed Selling Efforts in the United States with respect to the Subscription Receipts.

It has not entered and will not enter into any contractual arrangement with respect to the distribution of the Subscription Receipts, except with its affiliates, any selling group members or with the prior written consent of the Company.
It shall require each selling group member (including, without limitation, its U.S. broker-dealer affiliate) to agree, for the benefit of the Company, to comply with, and shall use its best efforts to ensure that each selling group member complies with, the same provisions of this Schedule as apply to such Underwriter as if such provisions applied to such selling group member.

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All offers and sales of Subscription Receipts in the United States, or for the account or benefit of any person in the United States, shall be made through the Underwriter’s U.S. registered broker-dealer affiliate in compliance with all applicable U.S. broker-dealer requirements. Such broker-dealer affiliate is a Qualified Institutional Buyer.
Offers and sales of Subscription Receipts in the United States shall not be made by any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Offers to sell and solicitations of offers to buy the Subscription Receipts shall be made only to persons reasonably believed to be Qualified Institutional Buyers or Accredited Investors.
All purchasers of the Subscription Receipts in the United States, and purchasers purchasing for the account or benefit of a person in the United States, shall be informed that the Subscription Receipts have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by either (i) Rule 144A or (ii) Rule 506(b) and/or Section 4(a)(2).

Each offense that is in the United States, or a person acting for a person in the United States, has been or shall be provided with the U.S. Placement Memorandum including the Prospectus Supplement, and each purchaser will have received at or prior to the time of purchase of any Subscription Receipts the U.S. Placement Memorandum including the Prospectus Supplement.

Any offer, sale or solicitation of an offer to buy Subscription Receipts that has been made or will be made in the United States, or for the account or benefit of a person in the United States, was or will be made only to (i) Qualified Institutional Buyers or (ii) Accredited Investors (that are not Qualified Institutional Buyers) directly from the Company as substituted purchasers pursuant to exemptions from the registration requirements of the U.S. Securities Act provided by Section 4(a)(2) and/or Rule 506(b), and in each case, in transactions that are exempt from registration under applicable state securities laws.
At least one business day prior to the Closing Time, it will provide the transfer agent with a list of all purchasers of the Subscription Receipts in the United States.
If it or any person acting on its behalf made offers or sales in the United States, or for the account or benefit of a person in the United States, at closing, together with its U.S. broker-dealer affiliate, it will provide a certificate, substantially in the form of Exhibit A to this Schedule, relating to the manner of the offer and sale of the Subscription Receipts in the United States. Failure to deliver such a certificate at closing shall constitute a representation and warranty that neither it nor any person acting on its behalf made offers or sales in the United States or for the account or benefit of a person in the United States.
It covenants and agrees that it, its affiliates and any person acting on its or their behalf will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts.
Neither it, its U.S. broker-dealer affiliate or any person acting on its behalf (other than the Company, its affiliates and any person acting on their behalf, as to which no representation is made) has taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act in connection with the offer and sale of the Subscription Receipts.
None of it, its U.S. broker-dealer affiliate or any person acting on its or their behalf will: (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts for Subscription Receipt Shares; and (ii) receive any commission or remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Subscription Receipt Shares;

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It represents and warrants that with respect to Subscription Receipts to be sold in reliance on Rule 506(b) of Regulation D (the “Regulation D Securities”), none of it, its U.S. Affiliate, or any of its or its U.S. broker-dealer affiliate’s directors, executive officers, general partners, managing members or other officers participating in the Offering, or any other person associated with the Underwriter who will receive, directly or indirectly, remuneration for solicitation of purchasers of Subscription Receipts pursuant to Rule 506(b) (each, a “Dealer Covered Person” and, together, “Dealer Covered Persons”), is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D (a “Disqualification Event”), except for a Disqualification Event (i) covered by Rule 506(d)(2)(i) of Regulation D and (ii) a description of which has been furnished in writing to the Company prior to the date hereof or, in the case of a Disqualification Event occurring after the date hereof, prior to the Closing Date.
It represents that it is not aware of any person other than a Dealer Covered Person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Regulation D Securities. It will notify the Company, prior to the Closing Date of any agreement entered into between it and any such person in connection with such sale.
It will notify the Company, in writing, prior to the Closing Date, of (i) any Disqualification Event relating to any Dealer Covered Person not previously disclosed to the Company in accordance with paragraph 14 above, and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Dealer Covered Person.
It will obtain from each purchaser that is in the United States, or a person acting for a person in the United States, (i) an executed copy of the Qualified Institutional Buyer Letter, substantially in the form of Exhibit I to the U.S. Placement Memorandum, or (ii) for Accredited Investors, an executed copy of the Subscription Agreement for Accredited Investor (including Schedule A thereto), substantially in the form of Exhibit II to the U.S. Placement Memorandum. At the Closing, it will provide executed copies of all such letters and agreements to the Company.

Representations, Warranties and Covenants of the Company

The Company represents, warrants and covenants to the Underwriters that:

The Company is a “foreign issuer” within the meaning of Regulation S with no “substantial U.S. market interest” (as such term is defined in Rule 902(j) of Regulation S) in any securities in the same class of securities as the Subscription Receipts or Subscription Receipt Shares.
The Company is not now and as a result of the sale of Subscription Receipts contemplated hereby will not be, an “investment company” as defined in the United States Investment Company Act of 1940, as amended.
None of the Company, any of its affiliates, or any person acting on their behalf (other than the Underwriters, their U.S. broker-dealer affiliates and any persons acting on any of their behalf, in respect of which no representation is made) has made or will make any Directed Selling Efforts in the United States, or has engaged or will engage in any form of general solicitation or general advertising (as those terms are used in Regulation D) or has engaged or will engage in any public offering within the meaning of Section 4(a)(2) in connection with the offer or sale of the Subscription Receipts in the United States.
The Subscription Receipts are not, and as of the Closing Time will not be, and no securities of the same class as the Subscription Receipts are or will be, (i) listed on a national securities exchange in the United States registered under Section 6 of the U.S. Exchange Act, (ii) quoted in an “automated inter-dealer quotation system”, as such term is used in the U.S. Exchange Act, or (iii) convertible or exchangeable at an effective conversion premium (calculated as specified in paragraph (a)(6) of Rule 144A) of less than ten percent for securities so listed or quoted.

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For so long as any of the Subscription Receipts or the Subscription Receipt Shares are outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and if the Company is not subject to and in compliance with the reporting requirements of Section 13 or Section 15(d) of the U.S. Exchange Act or exempt from such reporting requirements pursuant to Rule 12g3-2(b) thereunder, the Company will provide to any holder of such Subscription Receipts or Subscription Receipt Shares, or to any prospective purchaser of such Subscription Receipts or Subscription Receipt Shares designated by such holder, upon the request of such holder or prospective purchaser, at or prior to the time of resale, the information required to be provided by Rule 144A(d)(4).
Except with respect to the offer and sale of Subscription Receipts offered hereby, the Company has not, for a period of thirty days prior to the commencement of the offering of Subscription Receipts, sold, offered for sale or solicited any offer to buy any of its securities in the United States in a manner that would be integrated with the offer and sale of the Subscription Receipts and would cause the exemptions from registration set forth in Rule 144A, Rule 506(b) and/or Section 4(a)(2) to become unavailable with respect to the offer and sale of the Subscription Receipts.
The Company covenants and agrees that it, its affiliates and any person acting on its or their behalf (other than the Underwriters, their U.S. broker-dealer affiliates or any person acting on any of their behalf, in respect of which no representation is made) will not pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of the Subscription Receipts for the Subscription Receipt Shares and is not aware of any person (other than any Issuer Covered Person (as defined below) or Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the sale of any Subscription Receipts.
None of the Company or any of its predecessors or subsidiaries has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated under the U.S. Exchange Act.
None of the Company or any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
With respect to Regulation D Securities, none of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company's outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any Disqualification Event, except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) of Regulation D and disclosed to the Underwriters. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D and has furnished to the Underwriters a copy of any disclosures provided thereunder.
The Company will notify the Underwriters, in writing, prior to the Closing Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of time, become a Disqualification Event relating to any Issuer Covered Person.
It will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Subscription Receipts.
None of the Company, its affiliates or any person acting on its or their behalf (other than the Underwriters, their U.S. broker-dealer affiliates and any persons acting on their behalf, as to which no representation, warranty, covenant or agreement is made) will (i) take an action that would cause the exemption provided by Section 3(a)(9) of the U.S. Securities Act to be unavailable for the exchange of Subscription Receipts

A - 5

for Subscription Receipt Shares, and (ii) pay or give any commission or other remuneration, directly or indirectly, for soliciting the exchange of Subscription Receipts for Subscription Receipt Shares.

A - 6

EXHIBIT A

UNDERWRITERS' CERTIFICATE

In connection with the private placement in the United States of subscription receipts (the “Subscription Receipts”) of Discovery Silver Corp. (the “Company”) pursuant to the Underwriting Agreement dated January 29, 2025, among the Company and the Underwriters named therein (the “Underwriting Agreement”), each of the undersigned does hereby certify as follows:

(i) we acknowledge that the Subscription Receipts have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and may not be offered or sold within the United States, except in accordance with Regulation S under the U.S. Securities Act (“Regulations S”) or pursuant to an exemption from the registration requirements of the U.S. Securities Act;

(ii) the U.S. broker-dealer affiliate of the Underwriter is a duly registered broker or dealer with the United States Securities and Exchange Commission and is a member of and in good standing with the Financial Industry Regulatory Authority, Inc. on the date thereof;

(iii) each offeree that was in the United States or that was a U.S. person was provided with a copy of the U.S. Placement Memorandum, including the Prospectus Supplement relating to the offering of the Subscription Receipts;

(iv) immediately prior to our transmitting the U.S. Placement Memorandum to such offerees, we had reasonable grounds to believe and did believe that each offeree was a Qualified Institutional Buyer (as defined in Rule 144A under the U.S. Securities Act) or an Accredited Investor (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act) and, on the date hereof, we continue to believe that each person in the United States or U.S. person that we have arranged to purchase Subscription Receipts from us is a Qualified Institutional Buyer or an Accredited Investor;

(v) no form of general solicitation or general advertising (as those terms are used in Regulation D under the U.S. Securities Act) was used by us in connection with the offer or sale of Subscription Receipts in the United States; and

(vi) the offering of Subscription Receipts has been conducted by us in accordance with the terms of the Underwriting Agreement, including Schedule “A” thereto.

A - 7

Terms used in this certificate have the meanings given to them in the Underwriting Agreement (including Schedule “A” thereto) unless otherwise defined herein.

Dated this ___ day of _____, 2025.

[NAME OF UNDERWRITER]

By: _____
Name: _____
Title: _____

[NAME OF U.S. AFFILIATE]

By: _____
Name: _____
Title: _____

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SCHEDULE “B”

SUBSIDIARIES

NAME	JURISDICTION OF INCORPORATION	PERCENTAGE OF ISSUED AND OUTSTANDING SHARES HELD/INTERESTS	HOLDER(S) OF ISSUED AND OUTSTANDING SHARES/INTERESTS
Discovery Metals S.A. de C.V.	Mexico	100%	Discovery Silver Corp.
Levon Resources Ltd.*	British Columbia	100%	Discovery Silver Corp.
Valley High Ventures Ltd.*	British Columbia	100%	Levon Resources Ltd.
Citrine Investment Holdings Limited*	British Virgin Islands	100%	Valley High Ventures Ltd.
Minera Titan S.A. de C.V.*	Mexico	100%	Citrine Investment Holdings Limited
Aphrodite Asset Holdings Ltd.	British Virgin Islands	100%	Levon Resources Ltd.
Turney Assets Limited	British Virgin Islands	100%	Aphrodite Asset Holdings Ltd.
Minera El Camino S.A. de C.V.	Mexico	100%	Turney Assets Limited
Adm. De Proyectos En Mex. S.A. de C.V.	Mexico	100%	Minera El Camino S.A. de C.V.

Denotes Material Subsidiary.

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Discovery Silver Corp. — Capital/Financing Update 2025

44004_rns_2025-01-29_05df4021-f69f-487c-972d-a13882959d73.pdf

UNDERWRITING AGREEMENT

701 – 55 University Ave

TERMS AND CONDITIONS

Section 1 Definitions and Interpretation

Section 2 Prospectus Covenants

Section 3 Delivery of Offering Documents

Section 4 Notifications of Material Changes During the Distribution of the Subscription Receipts

Section 5 Due Diligence

Section 6 Conditions of Closing

Section 7 Representations and Warranties of the Company

Section 8 Additional Covenants of the Company

Section 9 Covenants of the Underwriters

Section 10 Closing

Section 11 Compensation of the Underwriters

Section 12 Termination Rights

Section 13 Survival of Representations and Warranties

Section 14 Indemnity

Section 15 Contribution

Section 16 Expenses

Section 17 Liability of the Underwriters

Section 18 Advertisements

Section 19 Action by Underwriters

Section 20 Governing Law

Section 21 Notices

701 – 55 University Ave

Section 22 Counterpart Signature

Section 23 Time of the Essence

Section 24 Severability

Section 25 Entire Agreement

Section 26 Obligations of the Underwriters

Section 27 Market Stabilization

Section 28 Interest in TMX Group Limited

Section 29 Successors and Assigns

Section 30 No Fiduciary Duty

Section 31 Further Assurances

Section 32 Effective Date

SCHEDULE “A” UNITED STATES OFFERS AND SALES

Representations, Warranties and Covenants of the Underwriters

Representations, Warranties and Covenants of the Company

EXHIBIT A

UNDERWRITERS' CERTIFICATE

SCHEDULE “B”

SUBSIDIARIES

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Discovery Silver Corp. Capital/Financing Update 2025