MERGER AGREEMENT

THIS MERGER AGREEMENT is made as of the 4th day of June, 2025.

BETWEEN:

LAIVA GOLD INC., a corporation incorporated under the laws of Alberta, Canada

(“Laiva”)

AND:

EDGEMONT GOLD CORP., a corporation incorporated under the laws of British Columbia, Canada

(“Edgemont”)

AND:

2717194 ALBERTA LTD., a corporation incorporated under the laws of Alberta, Canada

(“Edgemont AcquisitionCo”)

WHEREAS:

A. terms denoted with initial capital letters and not otherwise defined herein have the meanings assigned to them in Section 1.1;

B. Edgemont is a reporting issuer in the provinces of British Columbia, Alberta and Ontario engaged in the acquisition, exploration and development of mineral resource properties, whose common shares are listed for trading on the CSE (defined herein);

C. Laiva is a private Alberta corporation engaged in the exploration and development of precious metals in Europe;

D. Edgemont AcquisitionCo is a wholly-owned subsidiary of Edgemont;

E. the Transaction is expected to constitute a Fundamental Change of Edgemont under the policies of the CSE;

F. following completion of the Transaction, the Resulting Issuer will carry on, through Amalco, the business presently carried on by Laiva;

G. Edgemont desires to acquire all of the issued and outstanding shares of Laiva through the Amalgamation of Laiva and Edgemont AcquisitionCo pursuant to the terms set out in the Amalgamation Agreement attached hereto as Schedule A;

H. the board of directors of Laiva has determined that the Transaction is in the best interest of Laiva and its shareholders and desires to cause Laiva to enter into this Agreement in order to carry out the Transaction and the other transactions contemplated by this Agreement;

I. the board of directors of Edgemont has determined that the Transaction is in the best interest of Edgemont and its shareholders and desires to cause Edgemont and Edgemont AcquisitionCo to enter into this Agreement in order to carry out the Transaction and the other transactions contemplated by this Agreement; and

J. Upon the Effective Date, among other things, the outstanding Laiva Shares will be exchanged for Resulting Issuer Shares in accordance with the provisions of this Agreement and the Amalgamation Agreement.

NOW THEREFORE, in consideration of the foregoing and the representations, warranties, covenants, agreements and promises contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the Parties to this Agreement, the Parties agree as follows:

PART 1 DEFINITIONS AND INTERPRETATION

Definitions

1.1. In this Agreement, unless the context otherwise requires, the following terms will have the meanings hereinafter set forth:

(a) "ABCA" means the Business Corporations Act (Alberta).

(a) "Acceptable Edgemont Confidentiality Agreement" means a confidentiality agreement between Edgemont and a third party other than Laiva: (i) that contains confidentiality and standstill restrictions that are no less restrictive than those set out in the Confidentiality Agreement and the Exclusivity Agreement; and (ii) that does not preclude or limit the ability of Edgemont to disclose information relating to such agreement or the negotiations contemplated thereby, to Laiva.

(b) "Acquisition Agreement" has the meaning ascribed thereto in Section 6.1(e).

(c) "Acquisition Proposal" means whether or not in writing, any (a) proposal with respect to: (i) any direct or indirect acquisition by take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in any person or group of persons (or in the case of a parent to parent transaction, their shareholders) (other than Edgemont and its affiliates) beneficially owning Laiva Shares (or securities convertible into or exchangeable or exercisable for Laiva Shares) representing 20% or more of the Laiva Shares then outstanding; (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, recapitalization, reorganization, liquidation, dissolution, business combination or other similar transaction in respect of Laiva or its subsidiary; or (iii) any direct or indirect acquisition by any person or group of persons (other than Edgemont and its affiliates) of any assets of Laiva and/or any interest in its subsidiary (including shares or other equity interest of its subsidiary) that are or that hold the Laiva Material Properties or individually or in the aggregate contribute 20% or more of the consolidated revenue of Laiva and its subsidiary or constitute or hold 20% or more of the fair market value of the assets of Laiva and its subsidiary (taken as a whole) in each case based on the consolidated financial statements of Laiva, if available (or any sale, disposition, lease, license, royalty, alliance or joint venture, long-term supply agreement or other arrangement having

a similar economic effect), whether in a single transaction or a series of related transactions, or (b) inquiry, expression or other indication of interest or offer to, or public announcement of or of an intention to do any of the foregoing, in each case excluding the Amalgamation and the other transactions contemplated by this Agreement;

(d) "Agreement" means this merger agreement and includes any and every instrument supplemental or ancillary hereto.

(e) "Amalco" means the corporation resulting from the Amalgamation.

(f) "Amalco Share" means a common share of Amalco.

(g) "Amalgamating Companies" means Edgemont AcquisitionCo and Laiva.

(h) "Amalgamation" means the amalgamation of the Amalgamating Companies under the ABCA upon the terms and subject to the conditions set forth in the Amalgamation Agreement, as contemplated by this Agreement.

(i) "Amalgamation Agreement" means the amalgamation agreement among Edgemont, Edgemont AcquisitionCo and Laiva substantially in the form attached as Schedule A, including the recitals, schedules and exhibits thereto, as the same may be amended, modified or supplemented in accordance with its terms.

(j) "Articles of Amalgamation" has the meaning assigned to it in the Amalgamation Agreement.

(k) "Assets" means, with respect to a Party to this Agreement, all property (tangible or intangible) owned, leased or otherwise held for or used by the Party in the operation of its business.

(l) "associate" has the meaning ascribed thereto under the Securities Act.

(m) "Authorizations" means those sanctions, rulings, consents, orders, exemptions, permits and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of any Governmental Authority, regulatory agency or self-regulatory organizations required by Laiva, Edgemont AcquisitionCo, or Edgemont in connection with the completion of the Amalgamation and the transactions contemplated by this Agreement.

(n) "BCBCA" means the Business Corporation Act (British Columbia).

(o) "Books and Records" means all books and records of Laiva or Edgemont, as applicable, and all copies of Material Contracts, deeds or instruments, evidence of ownership and other material documents relating to and used or held for use by Laiva with its Assets or the Business, as applicable, whether in print, stored electronically or otherwise.

(p) "Bridge Loan" means the unsecured loan in the principal amount of $750,000 from Edgemont to Laiva pursuant to the Bridge Loan Promissory Note which occurred on February 20, 2025.

(q) "Bridge Loan Promissory Note" means the unsecured promissory note issued by Laiva to Edgemont on February 20, 2025 to evidence the Bridge Loan.

(r) "Business" means the business carried on, conducted and operated by Laiva, as of the date of this Agreement.

(s) "Business Day" means any day other than a Saturday or Sunday or a statutory or civic holiday in the City of Vancouver, British Columbia.

(t) "Change of Control" means, for the purpose of a Fundamental Change under Policy 8 of the CSE, a transaction or series of transactions involving the issue or potential issue of that number of securities of a listed issuer that: is equal to or greater than 100% of the number of Equity Securities of the Listed Issuer outstanding prior to the transaction or series of transactions (commonly referred to as a "reverse take-over"), or results in new shareholders holding greater than 50% of the voting securities of the Listed Issuer, or otherwise results in a change in voting control of the Listed Issuer or a substantial change of management or the board of directors of the Listed Issuer.

(u) "Closing" means the Effective Time on the Effective Date.

(v) "Closing Documents" has the meaning ascribed thereto in Section 9.1.

(w) "Code" means the United States Internal Revenue Code of 1986, as amended.

(x) "Competition Act" means the Competition Act (Canada) R.S.C. 1985, c. C-35, as amended, and the regulations promulgated thereunder.

(y) "Confidentiality Agreement" means the confidentiality agreement dated as of January 22, 2025 between Edgemont and Laiva.

(z) "Consents" means all consents, approvals or other waivers, as applicable, from any party to any contracts, leases, licenses, permits, agreements or other arrangements that directly relate to the business of Laiva, Edgemont AcquisitionCo, or Edgemont, and that are necessary or advisable in connection with the execution of this Agreement, or the performance of any terms hereof or any document delivered pursuant hereto, or the completion of any of the transactions contemplated by this Agreement and the Amalgamation Agreement.

(aa) "Consideration" means one (1) post-Consolidation Edgemont Share for each one (1) Edgemont Share, to be issued pursuant to the Amalgamation.

(bb) "Consolidation" means, subject to the approval by the directors of Edgemont and the CSE, the consolidation of the Edgemont Shares on the basis of one post-consolidation Edgemont Share for every three (3) Edgemont Shares to be effected immediately prior to the Effective Time.

(cc) “Constating Documents” means the charter, the memorandum, the articles of association, the articles of incorporation, the articles of continuance, the articles of amalgamation, notice of articles, the by-laws or any other instrument pursuant to which a corporation, partnership, trust or other person is created, incorporated, continued, amalgamated or otherwise established, as the case may be, and/or which governs in whole or in part such person’s affairs, together with any amendments thereto.

(dd) “Contract” means any contract, agreement, license, franchise, lease, arrangement, commitment, understanding, joint venture, partnership, note, instrument, or other right or obligation (whether written or oral) to which a Party, or its subsidiary, is a party or by which a Party, or its subsidiary, is bound or affected or to which any of their respective properties or assets is subject.

(ee) “CSE” means the Canadian Securities Exchange.

(ff) “Dissent Rights” means the rights of dissent in respect of the Amalgamation in accordance with the provisions of the ABCA.

(gg) “Dissenting Laiva Shares” means Laiva Shares held by a Dissenting Shareholder.

(hh) “Dissenting Shareholder” means a registered Laiva Shareholder who, in connection with the special resolution of the Laiva Shareholders approving the Amalgamation, has exercised the right to dissent pursuant to Section 191 of the ABCA with respect to the Amalgamation, in strict compliance with the provisions thereof and thereby becomes entitled to be paid the fair value of his, her or its Laiva Shares and who has not withdrawn the notice of the exercise of such right as permitted by the ABCA.

(ii) “Edgemont Acquisition Proposal” means whether or not in writing, any (a) proposal with respect to: (i) any direct or indirect acquisition by take-over bid, tender offer, exchange offer, treasury issuance or other transaction that, if consummated, would result in any person or group of persons (or in the case of a parent to parent transaction, their shareholders) (other than Laiva and its affiliates) beneficially owning Edgemont Shares (or securities convertible into or exchangeable or exercisable for Edgemont Shares) representing 20% or more of the Edgemont Shares then outstanding; (ii) any plan of arrangement, amalgamation, merger, share exchange, consolidation, recapitalization, reorganization, liquidation, dissolution, business combination or other similar transaction in respect of Edgemont; or (iii) any direct or indirect acquisition by any person or group of persons (other than Laiva and its affiliates) of any assets of Edgemont and/or any interest in a subsidiary (including shares or other equity interest of a subsidiary) that are or that hold the Edgemont Material Property or that individually or in the aggregate contribute 20% or more of the consolidated revenue of Edgemont and any subsidiary of Edgemont or constitute or hold 20% or more of the fair market value of the assets of Edgemont and any subsidiary of Edgemont (taken as a whole) in each case based on the financial statements of Edgemont most recently filed prior to such time as part of the Edgemont Public Disclosure Record (or any sale, disposition, lease, license, royalty, alliance or joint venture, long-term supply agreement or other arrangement having a similar economic effect), whether in a single transaction or a series of related transactions,

or (b) inquiry, expression or other indication of interest or offer to, or public announcement of or of an intention to do any of the foregoing, in each case excluding the Edgemont Concurrent Financing, the Amalgamation and the other transactions contemplated by this Agreement;

(jj) "Edgemont AcquisitionCo Amalgamation Resolution" means the unanimous resolution of Edgemont as the sole shareholder of Edgemont AcquisitionCo in respect of the Amalgamation substantially in the form and content of Schedule B attached hereto.

(kk) "Edgemont AcquisitionCo Share" means a common share in the capital of Edgemont AcquisitionCo.

(II) "Edgemont Balance Sheet" has the meaning ascribed thereto in Section 3.2(aa)(i).

(mm) "Edgemont Board" means the board of directors of Edgemont.

(nn) "Edgemont Board Recommendation" means the unanimous determination of the Edgemont Board, after consultation with legal and financial advisors, that the Amalgamation and the Transaction are in the best interests of Edgemont and the unanimous recommendation of the Edgemont Board to Edgemont Shareholders that they vote in favour of the Edgemont Transaction Resolution.

(oo) "Edgemont Change of Recommendation" has the meaning ascribed thereto in Section 7.4(a).

(pp) "Edgemont Concurrent Financing" means the private placement offering to be completed prior to the Effective Time consisting of subscription receipts of Edgemont (or other refundable securities of Edgemont) for aggregate gross proceeds of up to $7,500,000 (or such other amount as may be mutually agreed to in writing by Edgemont and Laiva).

(qq) "Edgemont Convertible Securities" means, together or individually, the Edgemont Options and the Edgemont Warrants.

(rr) "Edgemont Financial Statements" means Edgemont's audited financial statements as at and for the financial year ended October 31, 2024, and its unaudited interim financial statements as at and for the three months ended January 31, 2025 and January 31, 2024 and any other financial statements of Edgemont or any business acquired by Edgemont as may be required by the CSE or Securities Laws (taking into account applicable staleness rules) in connection with the Transaction.

(ss) "Edgemont Incentive Plan" means the equity incentive plan of Edgemont.

(tt) "Edgemont Material Adverse Effect" means any result, fact, change, effect, event, circumstance, occurrence or development that, taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute,

accrued, conditional or otherwise), or financial condition of Edgemont and any subsidiaries of Edgemont, taken as a whole, or on the Edgemont Material Property, provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, an Edgemont Material Adverse Effect:

(i) changes, developments or conditions in or relating to general political, economic or financial or capital market conditions in Canada, the United States or globally;

(ii) any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Authority;

(iii) changes or developments affecting the global mining industry in general;

(iv) any natural disaster;

(v) any changes in the price of gold;

(vi) any generally applicable changes in IFRS;

(vii) the announcement or pendency of this Agreement, including any lawsuit in respect of this Agreement or the transactions contemplated hereby;

(viii) the announcement or pendency of the Edgemont Concurrent Financing;

(ix) any failure by Edgemont or any subsidiary to meet any public estimates or expectations, including estimates or expectations regarding its revenues, earnings or other financial performance or results of operations for any period; or any failure by Edgemont or any subsidiary to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any underlying cause of any such failure may be taken into consideration when determining whether an Edgemont Material Adverse Effect has occurred, but excluding any underlying cause that is otherwise excluded by clauses (i) through (xi));

(x) any actions taken (or omitted to be taken) at the written request, or with the prior written consent, of Laiva;

(xi) any action taken by Edgemont or any subsidiary that is required pursuant to this Agreement (excluding any obligation to act in the ordinary course of business); or

(xii) a change in the market price or trading volume of the Edgemont Shares as a result of the announcement of the execution of this Agreement or of the transactions contemplated hereby.

provided, however, that each of clauses (i) through (vi) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein disproportionately adversely affect Edgemont and any subsidiary taken as a whole in comparison to other persons who operate in the gold mining industry and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether an Edgemont Material Adverse Effect has occurred.

(uu) "Edgemont Material Property" means the Dungate property as described in the Edgemont Public Disclosure Record.

(vv) "Edgemont Options" means the incentive stock options of Edgemont granted pursuant to or otherwise subject to the Edgemont Incentive Plan.

(ww) "Edgemont Public Disclosure Record" means all press releases, material change reports, management proxy circulars, financial statements, management's discussion & analyses, prospectuses and all other documents required by applicable Laws to be filed by or on behalf of Edgemont on SEDAR+.

(xx) "Edgemont Shareholder" means a holder of one or more Edgemont Shares.

(yy) "Edgemont Shares" means the common shares in the capital of Edgemont.

(zz) "Edgemont Acquisition Agreement" has the meaning ascribed thereto in Section 6.13(e).

(aaa) "Edgemont Superior Proposal" means a bona fide Edgemont Acquisition Proposal made in writing on or after the date of this Agreement by a person or persons acting jointly (other than Laiva and its affiliates) that did not result from a breach of Section 6 (Edgemont Acquisition Proposals) and which or in respect of which:

(i) is to acquire not less than all of the outstanding Edgemont Shares not owned by the person or persons or all or substantially all of the assets of Edgemont on a consolidated basis;

(ii) the Edgemont Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, that such Edgemont Acquisition Proposal would, taking into account all of the terms and conditions of such Edgemont Acquisition Proposal, if consummated in accordance with its terms (but not assuming away any risk of non-completion), result in a transaction which is more favourable to the Edgemont Shareholders from a financial point of view than the Transaction (taking into account any amendments to this Agreement and the Transaction proposed by Laiva pursuant to Section 6.18);

(iii) is not subject to any financing condition and in respect of which adequate arrangements have been made to ensure that the required funds will be available to effect payment in full;

(iv) is not subject to any due diligence and/or access condition; and

(v) the Edgemont Board has determined in good faith, after consultation with its financial advisors and outside legal counsel, is reasonably capable of being completed in accordance with its terms, without undue delay, taking into account all legal, financial, regulatory and other aspects of such Edgemont Acquisition Proposal and the person making such Edgemont Acquisition Proposal.

(bbb) "Edgemont Superior Proposal Notice Period" has the meaning ascribed thereto in Section 6.17(c).

(ccc) "Edgemont Transaction Resolution" means the ordinary resolution to be considered, and if thought fit, passed by the Edgemont Shareholders by a consent resolution in writing to approve the Transaction as a Fundamental Change of Edgemont.

(ddd) "Edgemont Warrants" means the Edgemont Share purchase warrants outstanding in the capital of Edgemont.

(eee) "Effective Date" means the effective date of the Amalgamation as set forth in and indicated on the certificate of amalgamation issued by the Registrar and giving effect to the Amalgamation.

(fff) "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as Laiva and Edgemont, each acting reasonably, may agree to in writing, such agreement to be evidenced by the filing with the Registrar of the Articles of Amalgamation with such other Effective Time.

(ggg) "Employee Plans" means all benefit, bonus, incentive, pension, retirement, savings, stock purchase, profit sharing, stock option, stock appreciation, phantom stock, termination, change of control, life insurance, medical, health, welfare, hospital, dental, vision care, drug, sick leave, disability, and similar plans, programmes, arrangements or practices maintained, sponsored, contributed to, funded by or otherwise relating to Laiva for the benefit of any current or former director, officer or employee of Laiva, as applicable, other than benefit plans established pursuant to statute.

(hhh) "Environment" means the natural environment (including soil, land surface or subsurface strata, surface water, groundwater, sediment, ambient air (including all layers of the atmosphere), organic and inorganic matter and living organisms, including human health, and any other environmental medium or natural resource).

(iii) "Environmental Approvals" means all permits, certificates, licences, authorizations, consents, orders, grants, instructions, registrations, directions, approvals, rulings, decisions, decrees, conditions, notifications, orders, demands or other authorizations, whether or not having the force of law, issued or required by any Governmental Authority pursuant to any Environmental Law.

(jjj) "Environmental Laws" means Laws, Environmental Approvals, and agreements with Governmental Authorities aimed at or relating to, or imposing liability or standards of conduct for or relating to, development, operation, reclamation or restoration of properties; abatement of pollution; protection of the Environment; protection of wildlife, including endangered species; management, treatment,

storage, disposal or control of, or exposure to, Hazardous Substances; releases or threatened releases of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances; and all other Laws relating to the manufacturing, processing, distribution, use, treatment, storage, disposal, handling or transport of pollutants, contaminants, chemicals or industrial, toxic or Hazardous Substances or wastes.

(kkk) "Exclusivity Agreement" means the exclusivity agreement dated as of February 20, 2025, as amended on March 10, 2025 and April 15, 2025, between Edgemont and Laiva.

(III) "fair value" where used in relation to a Laiva Share held by a Dissenting Shareholder, means fair value as determined under Section 191 of the ABCA with respect to the Amalgamation, or as agreed between Edgemont and the Dissenting Shareholder.

(mmm) "Fundamental Change" means a Major Acquisition accompanied or preceded by a Change of Control, or a transaction or series of transactions determined to be such by the CSE.

(nnn) "Governmental Authority" means any foreign, national, provincial, local, or state government, any political subdivision or any governmental, judicial, public, or statutory instrumentality, court, tribunal, agency, including those pertaining to health, safety, or the environment, authority, body, or entity, or other regulatory bureau, authority, body, or entity, having legal jurisdiction over the activity or person in question, and for greater certainty includes the CSE.

(ooo) "Hazardous Substances" means any waste, contaminant, pollutant, dangerous substance, liquid waste, industrial waste, toxic substance, special waste, hazardous waste, hazardous material or hazardous substance or other substance that is prohibited, listed, defined, designated or classified as dangerous, hazardous, radioactive, corrosive, explosive, infectious, carcinogenic, mutagenic or toxic or a pollutant or a contaminant under or pursuant to, or that could result in liability under, any applicable Environmental Laws including petroleum and all derivatives thereof or synthetic substitutes thereof, hydrogen sulphide, arsenic, cyanide, cadmium, lead, mercury, polychlorinated biphenyls ("PCBs"), PCB-containing equipment and material, mould, asbestos, asbestos-containing material, urea-formaldehyde, urea-formaldehyde-containing material and any other material or substance that may impair, harm, adversely effect, impact, degrade or damage the natural environment, the Environment, or the health of any individual, property or plant or animal life.

(ppp) "IFRS" means the International Financial Reporting Standards issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee.

(qqq) "Indigenous Claims" means any and all claims (whether or not proven) by any person to or in respect of:

(i) rights, title or interests of any Indigenous Group by virtue of its status as an Indigenous Group;

(ii) treaty or Aboriginal rights;
(iii) rights to cultural heritage;
(iv) any rights protected under the Constitution of Finland;
(v) Sámi rights, title or interests;
(vi) any rights pursuant to treaty land entitlement agreements, self-government agreements, or other agreements between an Indigenous Group and a Governmental Authority; or
(vii) specific or comprehensive claims being considered by the Government of Finland,

and includes any alleged or proven failure of the Government of Finland to satisfy any of its duties, including the duty to consult, to any claimant of any of the foregoing, whether such failure is in respect of matters before, on or after the Effective Time.

(rrr) "Indigenous Group" means any Indigenous person or people, Inuit person or people, Sámi person or people, or aboriginal person or people, native person or people, indigenous person or people, or any person or group asserting or otherwise claiming an aboriginal right (including aboriginal title), treaty right or any other Inuit, aboriginal or Sámi interest, and any person or group representing, or purporting to represent, any of the foregoing.
(sss) "Indigenous Information" means any and all written documents or electronic and other communications and any oral communications respecting Indigenous Claims, the issuance of any Permit that involves Indigenous Claims and the duty to consult an Indigenous Group.
(ttt) "Intellectual Property Rights" means any and all intellectual property and intellectual property rights, including: (i) patents and patent applications; (ii) trademarks, service marks, trade names, trade dress, logos, domain names, corporate names and registrations and applications for registration thereof, together with all of the goodwill associated therewith; (iii) copyrights (registered or unregistered), and registrations and applications for registrations thereof; and (iv) trade secrets, know-how, and other similar confidential information.
(uuu) "Joint Venture" means a joint venture, partnership or other similar arrangement, whether in corporate, partnership, contractual or other legal form, in which Laiva directly or indirectly holds voting shares, equity interests or other rights of participation but which is not a subsidiary of Laiva, and any subsidiary of any such entity.
(vvv) "Laiva Amended Management Agreements" means the amended management agreements between [names redacted], and which amended management agreements may include, among other things, [information redacted – certain management terms].

(www) "Laiva Board" means the board of directors of Laiva.

(xxx) "Laiva Board Recommendation" means the unanimous determination of the Laiva Board, after consultation with legal and financial advisors, that that the Amalgamation and the Transaction are in the best interests of Laiva and the unanimous recommendation of the Laiva Board to Laiva Shareholders that they vote in favour of the Laiva Transaction Resolution.

(yyy) "Laiva Change of Recommendation" has the meaning ascribed thereto in Section 7.3(a).

(zzz) "Laiva Convertible Securities" means all securities of Laiva exercisable, convertible or exchangeable for Laiva Shares in accordance with their terms including any Laiva Options and Laiva Warrants.

(aaaa) "Laiva Data Room" means the virtual data room established by Laiva in connection with the Transaction, the index of documents of which is appended to the Laiva Disclosure Letter.

(bbb) "Laiva Diligence Information" means the documents provided or made available to Edgemont by Laiva following execution of the Confidentiality Agreement for the purposes of its due diligence in connection with the Transaction, including all documents included in the Laiva Data Room.

(cccc) "Laiva Disclosure Letter" means the letter dated the date of this Agreement from Laiva to Edgemont and Edgemont AcquisitionCo delivered concurrently with this Agreement.

(dddd) "Laiva [name redacted] Resolution" means [information redacted – certain environmental permit resolution].

(eeee) "Laiva Financial Statements" means Laiva's audited financial statements as at and for the financial years ended December 31, 2024 and December 31, 2023 and its unaudited interim financial statements as at and for the three months ended March 31, 2025 and March 31, 2024, and any other financial statements of Laiva or any business acquired by Laiva as may be required by the CSE or Securities

Laws (taking into account applicable staleness rules) in connection with the Transaction.

(ffff) "Laiva Incentive Plan" means the equity incentive plan of Laiva in effect as of the date hereof.

(gggg) "Laiva Liabilities" means:

(i) [amount redacted] in compensation due to [names redacted] (the "Executives") pursuant to their executive employment agreements, each dated [dates redacted] (the "Outstanding Compensation") to be paid in cash from the proceeds of the Laiva Private Placement on or prior to the closing of the Laiva Private Placement;

(ii) [amount redacted] in expenses due to be reimbursed to the Executives (the "Executive Expenses"), subject to proper documentation evidencing such expenses and calculation thereof to be paid in cash from the proceeds of the Laiva Private Placement on or prior to the closing of the Laiva Private Placement;

(iii) [amount redacted] in severance obligations due to the Executives (collectively, the "Severance Amounts") to be paid in Laiva units with each such unit issued at a price of $0.80 per unit and each unit shall consist of one Laiva Share and one half of one Laiva Warrant, with each such whole Laiva Warrant exercisable at a price of $1.20 per Laiva Share for a period of 18 months from the date of issuance (each, a "Laiva Unit"), to be issued upon the closing of the Laiva Private Placement; and

(iv) [amount redacted] in loans received from [name redacted] to be paid in Laiva Units [name redacted], to be memorialized in a debt settlement and subscription agreement between Laiva and [name redacted] providing Laiva with a full and final release from [name redacted] of all outstanding indebtedness owed to [name redacted] by Laiva.

(hhhh) "Laiva Management Changes" means: (i) the resignations and releases of [names redacted] from their current capacity or capacities as officers and directors of Laiva; (ii) the appointment of two (2) nominees of Edgemont as directors of Laiva, within five (5) Business Days of the date of this Agreement; and (iii) the resignation and releases of [names redacted] from their current capacity or capacities as officers and directors of Laiva and reinstatement in new capacities pursuant to the Laiva Amended Management Agreements.

(iii) "Laiva Material Adverse Effect" means any result, fact, change, effect, event, circumstance, occurrence or development that, taken together with all other results, facts, changes, effects, events, circumstances, occurrences or developments, has or would reasonably be expected to have a material and adverse effect on the business, results of operations, capitalization, assets, liabilities (including any contingent liabilities), obligations (whether absolute, accrued, conditional or otherwise), or financial condition of Laiva and its subsidiary,

taken as a whole, or on the Laiva Material Properties, provided, however, that any result, fact, change, effect, event, circumstance, occurrence or development that arises out of, relates directly or indirectly to, results directly or indirectly from or is attributable to any of the following shall not be deemed to constitute, and shall not be taken into account in determining whether there has been, a Laiva Material Adverse Effect:

(i) changes, developments or conditions in or relating to general political, economic or financial or capital market conditions in Canada, the United States or globally;

(ii) any change or proposed change in any Laws or the interpretation, application or non-application of any Laws by any Governmental Authority;

(iii) changes or developments affecting the global mining industry in general;

(iv) any natural disaster or event of force majeure pursuant to any Laiva Material Contract;

(v) any changes in the price of gold;

(vi) any generally applicable changes in IFRS;

(vii) the announcement or pendency of this Agreement, including any lawsuit in respect of this Agreement or the transactions contemplated hereby;

(viii) any failure by Laiva or its subsidiary to meet any public estimates or expectations, including estimates or expectations regarding its revenues, earnings or other financial performance or results of operations for any period; or any failure by Laiva or its subsidiary to meet any internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations (it being understood that any underlying cause of any such failure may be taken into consideration when determining whether a Laiva Material Adverse Effect has occurred, but excluding any underlying cause that is otherwise excluded by clauses (i) through (x));

(ix) any actions taken (or omitted to be taken) at the written request, or with the prior written consent, of Edgemont; or

(x) any action taken by Laiva or its subsidiary that is required pursuant to this Agreement (excluding any obligation to act in the ordinary course of business);

provided, however, that each of clauses (i) through (vi) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein disproportionately adversely affect Laiva and its subsidiary taken as a whole in comparison to other persons who operate in the gold mining industry and provided further, however, that references in certain sections of this Agreement to dollar amounts are not intended to be, and shall not be deemed to be, illustrative or interpretive for purposes of determining whether a Laiva Material Adverse Effect has occurred.

(jjjj)

"Laiva Material Contract" means any Contract: (i) to which Laiva or its subsidiary is party or by which it or any of its assets, rights or properties are bound, that, if terminated or modified, would have a Laiva Material Adverse Effect; (ii) any lease of real property by Laiva or its subsidiary, as tenant, with third parties, pursuant to which Laiva or its subsidiary is required to make aggregate payments in excess of $25,000 per year; (iii) any Contract under which Laiva or its subsidiary is obliged to make payments, or receives payments in excess of $25,000 in the aggregate; (iv) any partnership, limited liability company agreement, joint venture, alliance agreement or other similar agreement or arrangement relating to the formation, creation, operation, management, business or control of any partnership or Joint Venture in which the interest exceeds $25,000; (v) other than the Laiva Support Agreements, any shareholders or stockholders agreements, registration rights agreements, voting trusts or similar agreements, arrangements or commitments with respect to any shares or other equity interests of Laiva or its subsidiary or any other Contract relating to disposition, voting or dividends with respect to any shares or other equity securities of Laiva or its subsidiary that Laiva has access to; (vi) any Contract under which indebtedness of Laiva or its subsidiary for borrowed money is outstanding or may be incurred or pursuant to which any property or asset of Laiva or its subsidiary is mortgaged, pledged or otherwise subject to a Lien securing indebtedness in excess of $25,000; (vii) any Contract under which Laiva or its subsidiary has directly or indirectly guaranteed any liabilities or obligations of any person in excess of $25,000 in the aggregate, excluding guarantees or intercompany liabilities or obligations between Laiva and its subsidiary; (viii) any Contract (A) which is a mining concession, lease or claim in respect of the Laiva Material Properties, or an earn-in, back-in, right of first refusal or right first offer in respect of the Laiva Material Properties or (B) that is material to Laiva and related to the operation of, or the exploitation, extraction or production of gold from, the Laiva Material Properties; (ix) any Contract restricting the incurrence of indebtedness by Laiva or its subsidiary or the incurrence of Liens on any properties or securities of Laiva or its subsidiary or restricting the payment of dividends or other distributions; (x) any Contract that purports to limit in any material respect the right of Laiva or its subsidiary to (A) engage in any line of business or (B) compete with any person or operate or acquire assets in any location; (xi) any Contract providing for the purchase, sale or exchange of, or option to purchase, sell or exchange, the Laiva Material Properties or any property or asset with a fair market value in excess of $25,000, in respect of which the applicable transaction has not been consummated or in respect of which there are ongoing obligations; (xii) any Contract in respect of which the applicable transaction has not yet been consummated for the acquisition or disposition, directly or indirectly (by merger or otherwise), of material assets or shares (or other equity interests) of another person for aggregate consideration in excess of $25,000, in each case other than in the ordinary course of business; (xiii) any Contract providing for indemnification by Laiva or its subsidiary, other than Contracts which provide for indemnification obligations of less than $25,000; (xiv) any Contract providing for a royalty, streaming or similar arrangement or economically equivalent arrangement in respect of any of the Laiva Properties; or (xv) that is a material agreement with a Governmental Authority.

(kkkk) "Laiva Material Properties" means the Laiva Project.

(III) "Laiva Meeting" has the meaning ascribed thereto in Section 2.2.

(mmmm) "Laiva Meeting Notice" has the meaning ascribed thereto in Section 2.2(a).

(nnnn) "Laiva Note" means that certain unsecured promissory note dated [date redacted] issued by Laiva to [name redacted] in the original principal amount of [amount redacted] of which, as of the date hereof, the current principal amount outstanding is approximately [amount redacted], which [terms redacted].

(oooo) "Laiva Note Settlement" means the settlement of the Laiva Note whereby, among other things, (i) the outstanding amount is reduced by: (X) the Laiva [name redacted] Settlement amount and the Laiva [name redacted] Settlement amount to the extent such amounts have been settled by Laiva, (Y) an amount representing the reasonable expenses (including legal expenses) of Laiva and Edgemont in connection with the settlement of the Laiva Note, the Laiva [name redacted] Settlement and the Laiva [name redacted] Settlement; and (ii) the remaining balance after (i) above is settled in Laiva Shares at a deemed price of $0.80 per Laiva Share, provided that the Laiva [name redacted] Settlement and the Laiva [name redacted] Settlement have occurred prior to Closing, all on terms satisfactory to Edgemont, in its sole discretion.

(pppp) "Laiva Options" means the incentive stock options of Laiva granted pursuant to or otherwise subject to the Laiva Incentive Plan.

(qqqq) "Laiva [name redacted] Settlement" means a written binding settlement by and among Laiva, [name redacted] and [name redacted] in full and final settlement of any and all claims [name redacted] may have against [name redacted] and Laiva, whereby, among other things, [name redacted] agrees to reduce the amount owing under the Laiva Note by the amount [name redacted] agrees to receive from [name redacted] or Laiva in cash, shares or a streaming or offtake agreement with Laiva, all on terms satisfactory to Edgemont, in its sole discretion.

(rrrr) "Laiva [name redacted] Settlement" means a written binding settlement by and among Laiva, [name redacted] and [name redacted] in full and final settlement of any and all claims [name redacted] may have against [name redacted] and Laiva, whereby, among other things, [name redacted] agrees to reduce the amount owing under the Laiva Note by the amount [name redacted] agrees to receive from [name redacted] or Laiva in cash or shares, all on terms satisfactory to Edgemont, in its sole discretion.

(ssss) "Laiva Private Placement" means a private placement of units of Laiva for aggregate gross proceeds of up to $7,500,000 to be completed prior to the Effective Time, with each such unit issued at a price of $0.80 per unit and each unit shall consist of one Laiva Share and one half of one Laiva Warrant, with each such Laiva Warrant issued in the Laiva Private Placement exercisable at a price of $1.20 per Laiva Share for a period of 18 months from the date of issuance and on such other terms as may be mutually agreed to by Laiva and Edgemont.

(tttt) "Laiva Project" means the Laiva project as described in the Laiva Technical Report.

(uuuu) "Laiva Properties" has the meaning ascribed thereto in Section 3.1(u)(i).

(vvvv) "Laiva Shareholders" means the registered holders of Laiva Shares immediately prior to the Effective Time; and "Laiva Shareholder" will mean any of the Laiva Shareholders.

(wwww) "Laiva Shares" means the common shares in the capital of Laiva.

(xxxx) "Laiva Support Agreements" means the voting and support agreements dated as of the date of this Agreement between Edgemont and the Laiva Supporting Shareholders and other voting and support agreements that may be entered into after the date hereof by Edgemont and other Laiva Shareholders, which agreements provide that such shareholders shall, among other things, vote all Laiva Shares of which they are the registered or beneficial holder or over which they have control or direction, including by voting trust or irrevocable proxy in favour of management of Laiva, in favour of the Laiva Transaction Resolution and not dispose of their Laiva Shares.

(yyyy) "Laiva Supporting Shareholders" means, collectively, the directors and officers of Laiva and key Laiva Shareholders who have entered into Laiva Support Agreements concurrently with the entry by the Parties into this Agreement.

(zzzz) "Laiva Technical Report" means the independent NI 43-101 compliant technical report in respect of the Laiva Property to be completed in connection with the Transaction and as a requirement of the CSE to approve the Transaction as a Fundamental Change of Edgemont.

(aaaaa) "Laiva Transaction Resolution" means the special resolutions to be considered and voted upon by the Laiva Shareholders at the Laiva Meeting substantially in the form and content of Schedule C attached hereto, to approve the Amalgamation and related matters, or alternatively, to be passed as a written consent resolution in writing of the Laiva Shareholders and in lieu of the requirement to hold the Laiva Meeting.

(bbbbb) "Laiva Warrants" means warrants to acquire Laiva Shares (including, if and as applicable, the Laiva Warrants issued to subscribers and/or brokers in connection with the Laiva Private Placement).

(cccc) "Laiva Work Budget" has the meaning ascribed thereto in Section 3.1(y).

(ddddd) "Laws" means all laws, statutes, codes, ordinances (including zoning), decrees, rules, guidelines, codes, regulations, by-laws, notices, judicial, arbitral, administrative, ministerial, departmental or regulatory judgments, injunctions, orders, decisions, settlements, writs, assessments, arbitration awards, rulings, determinations or awards, decrees or other requirements of any Governmental Authority having the force of law and any legal requirements arising under the common law or principles of law or equity and the term "applicable" with respect to such Laws and, in the context that refers to any person, means such Laws as are applicable at the relevant time or times to such person or its business, undertaking, property or securities and emanate from a Governmental Authority having jurisdiction over such person or its business, undertaking, property or securities.

(eeeee) “Letter of Intent” means the letter of intent between Edgemont and Laiva dated February 20, 2025, and as may be amended from time to time, with respect to the Amalgamation and other matters contemplated by this Agreement.

(fffff) “Liens” means any means any pledge, claim, lien, charge, option, hypothec, mortgage, security interest, restriction, adverse right, prior assignment, lease, sublease, royalty, levy, right to possession or any other encumbrance, easement, license, right of first refusal, covenant, voting trust or agreement, transfer restriction under any shareholder or similar agreement, right or restriction of any kind or nature whatsoever, whether contingent or absolute, direct or indirect, or any agreement, option, right or privilege (whether by Law, contract or otherwise) capable of becoming any of the foregoing.

(ggggg) “Listed Issuer” means an issuer which has any of its securities qualified for Listing on the CSE and, as the context requires, an issuer which has applied to have its securities qualified for Listing on the CSE.

(hhhh) “Listing” means, in respect of an issuer, the grant of a listing and quotation of, and permission to deal in, securities on the CSE and “listed” and “quoted” shall be construed accordingly.

(iii) “MI 61-101” means Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

(jjjj) “Major Acquisition” means, with respect to Policy 8 of the CSE, an asset purchase (whether for cash or securities), take-over (either a formal or exempt bid), amalgamation, arrangement or other form of merger, the result of which is that for the next 12-month period at least 50% of the Listed Issuer’s (i) assets or resources are expected to be comprised of, (ii) anticipated revenues are expected to be derived from, or (iii) expenditures and management time and effort will be devoted to the assets, properties businesses or other interests that are the subject of the Major Acquisition.

(kkkkk) “material fact”, “material change” and “misrepresentation” are used in this Agreement as defined under the Securities Act (British Columbia).

(llll) “Money Laundering Laws” has the meaning ascribed thereto in Section 3.1(o)(iii).

(mmmmm) “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects.

(nnnnn) “NI 52-109” means National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings.

(ooooo) [name redacted] means [name redacted].

(ppppp) “ordinary course of business”, or any similar reference, means, with respect to an action taken or to be taken by any person, that such action is consistent with the past practices of such person and is taken in the ordinary course of the normal day-to-day business and operations of such person and, in any case, is not unreasonable or unusual in the circumstances when considered in the context of the provisions of this Agreement.

(qqqqq) "Other Party" means Laiva in relation to Edgemont and Edgemont in relation to Laiva.

(rrrr) "Outside Date" means September 30, 2025, or such later date as may be agreed upon in writing by Laiva and Edgemont.

(sssss) "Party" means any party to this Agreement and "Parties" means all of them, collectively.

(tttt) "Permit" means any license, permit, certificate, consent, order, grant, approval, classification, registration, flagging or other authorization of and from any Governmental Authority.

(uuuuu) "Permitted Liens" means, as of any particular time and in respect of any particular person, each of the following Liens:

(i) Liens for Taxes, assessments, governmental charges or levies which are not due or delinquent or which are being contested in good faith by appropriate proceedings and in respect of which adequate reserves have been established in accordance with IFRS;

(ii) easements, rights of way, licenses, servitudes and similar rights in land including rights of way and servitudes for highways and other roads, railways, sewers, drains, gas and oil pipelines, gas and water mains, electric light, power, telephone, telegraph or cable television conduits, poles, wires and cables that do not materially adversely affect the assets of such Party or its subsidiary;

(iii) all matters of public record affecting title to real property;

(iv) inchoate or statutory Liens of contractors, subcontractors, mechanics, workers, suppliers, materialmen, repairers, carriers and others in respect of the construction, maintenance, repair or operation of the assets of such Party or its subsidiary; provided that such Liens are related to obligations not due or delinquent, are not registered against title to any assets or properties of such Party or its subsidiary and in respect of which adequate holdbacks are being maintained as required by Law;

(v) zoning restrictions, building codes, land use Laws, and other restrictions and limitations imposed by any Governmental Authority having jurisdiction over real property or other reservations, limitations, provisos and conditions expressed in any original grants from the Crown or other grants of real or immovable property, or interests therein;

(vi) Liens incurred, created and granted in the ordinary course of business to a public utility, municipality or Governmental Authority in connection with operations conducted with respect to the assets of such Party or its subsidiary, but only to the extent those Liens relate to costs and expenses for which payment is not due or delinquent;

(vii) Liens arising in connection with workers' compensation, employment insurance, pension and employment or other social security laws or regulations in respect of amounts which are not due or delinquent; and

(viii) Liens securing indebtedness for capital or finance lease or other arrangement in respect of any leased or purchase-money equipment (for greater certainty, in the case of such Liens incurred after the date of the Agreement, only to the extent such capital or finance leases or other arrangements in respect of leased equipment are otherwise permitted by or incurred in accordance with the Agreement).

(vvvv) "person" includes any individual, firm, partnership, joint venture, venture capital fund, association, trust, trustee, executor, administrator, legal personal representative, estate, group, body corporate, corporation, unincorporated association or organization, Governmental Authority, syndicate or other entity, whether or not having legal status.

(wwwww) [name redacted] means [name redacted].

(xxxxx) "Place of Closing" has the meaning ascribed thereto in Section 9.1.

(yyyyy) "Pooling and Investor Rights Agreement" means a voluntary pooling and investor rights agreement whereby certain persons who hold securities of Laiva immediately prior to the Effective Time, including [names redacted], and certain key current and former management persons of Laiva, including [names redacted], agree to, among other terms: (i) deposit the securities of the Resulting Issuer they receive pursuant to the Transaction in escrow and to be released from escrow over time, (ii) agree to be present in person or represented by proxy at all meetings of shareholders of the Resulting Issuer and vote all Resulting Issuer Shares beneficially owned by such person in favour of all matters proposed by management of the Resulting Issuer; (iii) not engage in any hedging transactions with respect to securities of the Resulting Issuer beneficially owned by such person; (iv) agree to certain orderly sale provisions with respect to dispositions of Resulting Issuer Shares beneficially owned by such person and (v) with respect to any convertible securities of the Resulting Issuer held by such person, agree to limitations on the exercise of such convertible securities, to the extent that, after giving effect to any such exercise, such holder would beneficially own in excess of 9.9% of the outstanding Resulting Issuer Shares after such exercise, all on terms satisfactory to Edgemont, in its sole discretion.

(zzzzz) "Proceedings" has the meaning ascribed thereto in Section 3.1(r).

(aaaaa) "Registrar" has the meaning ascribed thereto in the ABCA.

(bbbbb) "Regulation D" means Regulation D adopted by the SEC under the U.S. Securities Act.

(cccccc) "Regulation S" means Regulation S adopted by the SEC under the U.S. Securities Act.

(dddddd) "Regulatory Approval" means sanctions, rulings, consents, orders, exemptions, permits, waivers, early termination authorizations, clearances, written confirmations of no intention to initiate legal proceedings and other approvals (including the lapse, without objection, of a prescribed time under a statute or regulation that states that a transaction may be implemented if a prescribed time lapses following the giving of notice without an objection being made) of Governmental Authorities required in relation to the consummation of the transactions contemplated by this Agreement.

(eeeeee) "Release" means any sudden, intermittent or gradual release, spill, leak, pumping, addition, pouring, emission, emptying, discharge, migration, injection, escape, leaching, disposal, dumping, deposit, spraying, burial, abandonment, incineration, seepage, placement or introduction of a Hazardous Substance, whether accidental or intentional, into the Environment.

(fffffff) "Remedial Action" shall mean any investigation, feasibility study, monitoring, testing, sampling, removal (including removal of underground storage tanks), restoration, clean-up, remediation, closure, site restoration, remedial response or remedial work, in each case in relation to environmental matters.

(gggggg) "Representative" means, as to any person, such person's subsidiaries and affiliates and its directors, officers, employees, agents and advisors (including without limitation, financial advisors, counsel and accountants).

(hhhhhh) "Returns" means all returns, reports, declarations, elections, notices, filings, forms, statements and other documents (whether in tangible, electronic or other form) and including any amendments, schedules, attachments, supplements, appendices and exhibits thereto, made, prepared, filed or required to be made, prepared or filed by Law in respect of Taxes.

(iiiiii) "Resulting Issuer" means Edgemont immediately after the Effective Time.

(jjjjjj) "Resulting Issuer Shares" means the Edgemont Shares as they are constituted immediately after the Effective Time.

(kkkkkk) "Sanctions Laws" means economic and financial sanctions Laws administered, enacted or enforced from time to time by Government Authorities of Canada, United States, European Union, United Kingdom, or United Nations Security Council.

(lllll) "Sanctioned Person" means (i) any person currently identified, listed or designated under the Sanctions Laws, (ii) any person located, organized, resident, doing business or operating in a country or territory that is, or whose government is, the subject of Sanctions Laws which prohibit a person resident in, or a national of, Canada, the United States, the United Kingdom, or the European Union from doing business with or in that jurisdiction, or (iii) any person directly or indirectly owned or controlled by, or acting for the benefit or on behalf of, a person described in clause (i) or (ii).

(mmmmmm) "SEC" means the United States Securities and Exchange Commission.

(nnnnnn) "Securities Act" means the Securities Act (British Columbia) and the rules, regulations and published policies made thereunder.

(ooooo) "Securities Laws" means the Securities Act and all other applicable Canadian provincial and territorial securities Laws.

(pppppp) “SEDAR+” means the System for Electronic Data Analysis and Retrieval + of the Canadian securities administrators.

(qqqqqq) "Tax" or "Taxes" means any and all taxes, dues, duties, rates, imposts, fees, levies, other assessments, tariffs, charges or obligations of the same or similar nature, however denominated, imposed, assessed or collected by any Governmental Authority, including all income taxes, including any tax on or based on net income, gross income, income as specifically defined, earnings, gross receipts, capital gains, profits, business royalty or selected items of income, earnings or profits, and specifically including any federal, provincial, state, territorial, county, municipal, local or foreign taxes, state profit share taxes, windfall or excess profit taxes, capital taxes, royalty taxes, production taxes, payroll taxes, health taxes, employment taxes, withholding taxes, sales taxes, use taxes, goods and services taxes, custom duties, value added taxes, ad valorem taxes, excise taxes, alternative or add-on minimum taxes, franchise taxes, gross receipts taxes, licence taxes, occupation taxes, real and personal property taxes, stamp taxes, anti-dumping taxes, countervailing taxes, occupation taxes, environment taxes, transfer taxes, and employment or unemployment insurance premiums, social insurance premiums and worker's compensation premiums and pension (including Canada Pension Plan) payments, and other taxes, fees, imposts, assessments or charges of any kind whatsoever together with any interest, penalties, additional taxes, fines and other charges and additions that may become payable in respect thereof including any interest in respect of such interest, penalties and additional taxes, fines and other charges and additions, whether disputed or not.

(rrrrrr) "Tax Act" means the Income Tax Act (Canada), as amended, and the regulations promulgated thereunder.

(ssssss) "Termination Fee" has the meaning ascribed thereto in Section 7.6.

(tttttt) "Termination Fee Event" has the meaning ascribed thereto in Section 7.5.

(uuuuuu) [name redacted] means [name redacted], with an address at [address redacted].

(vvvvvv) "Transaction" means the transactions contemplated by this Agreement, including the Amalgamation, as a Fundamental Change of Edgemont under the policies of the CSE, the Laiva Private Placement and the Edgemont Concurrent Financing.

(wwwwww) "Transfer Agent" means Endeavor Trust Corporation, the transfer agent and registrar for the Edgemont Shares.

(xxxxxx) [name redacted] means [name redacted].

(yyyyyy) "United States" or "U.S." means, as the context requires, the United States of America, its territories and possessions, any state of the United States and/or the District of Columbia.

(zzzzzz) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

(aaaaaaa) "U.S. Investment Company Act" means the United States Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder.

(bbbbbbb) "U.S. Laiva Shareholder" means a Laiva Shareholder who is, or is acting for the account or benefit of, a U.S. Person or a Person within the United States.

(cccccc) "U.S. Person" means a "U.S. person" as such term is defined in Rule 902 of Regulation S (the definition of which includes, but is not limited to, (i) a natural person resident in the United States, (ii) an estate or trust of which any executor or administrator or trustee, respectively, is a U.S. Person, (iii) any partnership or corporation organized or incorporated under the laws of the United States, and (iv) any partnership or corporation organized outside of the United States by a U.S. Person principally for the purpose of investing in securities not registered under the U.S. Securities Act, unless it is organized, or incorporated, and owned, by U.S. Accredited Investors who are not natural persons, estates or trusts).

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

Schedules

1.2. This Agreement contains the following schedules, which form an integral part of this Agreement:

Schedule A: Form of Amalgamation Agreement

Schedule B: Edgemont Acquisition Co Amalgamation Resolution

Schedule C: Laiva Transaction Resolution

Laiva Disclosure Letter

1.3. Laiva has provided the Laiva Disclosure Letter to Edgemont and Edgemont Acquisition Co. The purpose of the Laiva Disclosure Letter is to set out qualifications, exceptions and other information called for in this Agreement. The Laiva Disclosure Letter is considered to be confidential information. If a matter is said to be set out, disclosed, listed, described or reflected in a particular Schedule to the Laiva Disclosure Letter, it is deemed to have been sufficiently disclosed to Edgemont and Edgemont Acquisition Co if such matter is fully and plainly described in that particular Schedule or there is, in that particular Schedule, a specific cross reference to another Schedule to the Laiva Disclosure Letter. No such matter is considered to be sufficiently disclosed if it is set out in another Schedule to the Laiva Disclosure Letter unless there is full and plain description in the cross-referenced section. Nothing set out in the Laiva Disclosure Letter establishes a standard of materiality.

Corporation, Subsidiaries and Affiliates

1.4. When a reference is made in this Agreement to subsidiaries of a corporation or any other entity, the word "subsidiary" means any corporation of which outstanding voting securities carrying more than 50% of the votes for the election of directors are, or any partnership, joint venture or other entity more than 50% of whose total equity interest is, directly or indirectly, owned by such corporation or such other entity, as the case may be, and such greater than 50% ownership constitutes "control", and "controlling" and "controlled" have corresponding meanings. When a reference is made in this Agreement to "affiliates" of a corporation or any other entity, "affiliate" of any given person, means a person that, directly or indirectly, owns a controlling or majority interest in, is owned by, controls or is controlled by, has the power and authority to direct, or is directed by, or is under common ownership with, such given person.

Number, Gender and Persons

1.5. In this Agreement, words importing the singular number include the plural and vice versa, words importing any gender include all genders and words importing persons will include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind.

Interpretations Not Affected by Headings, etc.

1.6. The division of this Agreement into Parts, Sections and other parts and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. Unless otherwise indicated, all references to a "Part", "Section" or "Schedule" followed by a number and/or a letter refer to the specified Part, Section or Schedule of this Agreement. The terms "hereof", "hereby", "herein" and "hereunder" and similar expressions refer to this Agreement (including the Schedules hereto) and not to any particular Part, Section or other portion hereof and include any agreement or instrument supplementary or ancillary hereto. Any capitalized terms used in any Schedule, but not otherwise defined therein, will have the meaning as defined in this Agreement. Wherever the term "includes" or "including" is used, it will be deemed to mean "includes, without limitation" or "including, without limitation", respectively.

Date for Any Action

1.7. If any date on which any action is required or permitted to be taken hereunder is not a Business Day, such action will be required or permitted to be taken on or by the next succeeding day which is a Business Day.

Time Periods

1.8. Unless otherwise specified, time periods within or following which any payment is to be made or act is to be done will be calculated by excluding the day on which the period commences and including the day on which the period ends and by extending the period to the next Business Day following if the last day of the period is not a Business Day.

Time and Currency

1.9. All times expressed herein are local time (Vancouver, British Columbia) unless otherwise stipulated. All sums of money, references to "dollars" or "$" in this Agreement will be in Canadian funds unless otherwise specified.

Knowledge

1.10. Where any representation or warranty in this Agreement is expressly qualified by reference to the knowledge of a person, it is deemed to refer to the knowledge which such person has or would have had if it had made a diligent inquiry (including of appropriate officers and directors) as a prudent person would have considered necessary or advisable as to the matters that are the subject of the representations and warranties.

Statutory References

1.11. In this Agreement, unless something in the subject matter or context is inconsistent therewith or unless otherwise herein provided, a reference to any statute, regulation, direction or instrument is to that statute, regulation, direction or instrument as now enacted or as the same may from time to time be amended, re-enacted or replaced, and in the case of a reference to a statute, includes any regulations, rules, policies or directions made thereunder.

No Presumption

1.12. The Parties hereto and their counsel have participated jointly in the negotiation and drafting of this Agreement and the Amalgamation Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement and the Amalgamation Agreement are to be construed as if drafted jointly by the Parties hereto. No presumption or burden of proof will arise in favour of any Party by virtue of the authorship of any provision of this Agreement or the Amalgamation Agreement.

PART 2

MERGER AND RELATED TRANSACTIONS

Laiva Private Placement and Edgemont Concurrent Financing

2.1. As soon as reasonably practicable after the date hereof and, in any event, prior to the Effective Time, Laiva will initiate the Laiva Private Placement and Edgemont will initiate the Edgemont Concurrent Financing.

Laiva Shareholder Approval

2.2. As soon as reasonably practicable after the date hereof, Laiva will establish a record date for (both for notice of, and voting), call, give notice of, convene and hold an annual general and special meeting of Laiva Shareholders (the "Laiva Meeting") to consider and vote upon the Laiva Transaction Resolution and will send out to the Laiva Shareholders in respect of the Laiva Meeting:

(a) a notice of the Laiva Meeting for annual general meeting matters and for special meeting matters, including but not limited to, the Amalgamation and in accordance with Section 183(2) of the ABCA (the "Laiva Meeting Notice");

(b) the documents and information required for annual and special meeting matters and in particular for the Amalgamation pursuant to Section 183(2) of the ABCA to accompany the Laiva Meeting Notice;

(c) such information respecting Laiva, Edgemont and the Amalgamation as Laiva considers necessary in order for a Laiva Shareholder to make a reasonably

informed decision as to whether or not to approve annual general meeting matters and the Laiva Transaction Resolution; and

(d) such proxy-related materials as may be necessary or desirable in order to facilitate voting by proxy upon the annual general meeting matters and Laiva Transaction Resolution by the Laiva Shareholders at the Laiva Meeting.

Notwithstanding the foregoing or any other provision of this Agreement, Laiva may obtain approval by the Laiva Shareholders for any annual general meeting matters to be included and the Laiva Transaction Resolution (the "Laiva Shareholder Approval") by a consent resolution in writing of the Laiva Shareholders in accordance with applicable Law and Laiva's Constating Documents, in which case Laiva shall not be obligated to hold the Laiva Meeting no do any of the other matters contemplated by this Section 2.2 in respect of a Laiva Meeting.

Edgemont Shareholder Approval

2.3. Edgemont shall take steps to obtain the Edgemont Transaction Resolution to approve the Transaction as a Fundamental Change of Edgemont (the "Edgemont Shareholder Approval").

Edgemont AcquisitionCo Shareholder Approval

2.4. As soon as reasonably practicable after the date hereof, Edgemont will execute the Edgemont AcquisitionCo Amalgamation Resolution in its capacity as the sole shareholder of Edgemont AcquisitionCo such that the Edgemont AcquisitionCo Amalgamation Resolution constitutes a unanimous resolution under the ABCA of the sole shareholder of Edgemont AcquisitionCo approving the Amalgamation.

CSE Approval

2.5. As soon as reasonably practicable after the date hereof, Edgemont shall apply to the CSE and diligently pursue obtaining conditional approval of the Transaction (including the listing of the Edgemont Shares issued in connection with the Amalgamation on the CSE), prior to the Effective Time.

Consolidation

2.6. Prior to the Effective Time, Edgemont shall effect the Consolidation.

Amalgamation

2.7. Provided that the conditions precedent in Part 8 that must be satisfied prior to the Effective Time are satisfied or waived (by the Party entitled to waive) and the Closing Documents have been executed and delivered to the satisfaction of the Parties and their counsel, each of Edgemont and Laiva will, in accordance with and subject to the terms and conditions of this Agreement and the Closing Documents, cause the Articles of Amalgamation and such other documents as may be required by the ABCA to give effect to the Amalgamation to be sent to the Registrar to effect the Amalgamation pursuant to which:

(a) the Amalgamating Companies will amalgamate by way of statutory amalgamation under the ABCA and continue as one company, being Amalco;

(b) each issued and outstanding Edgemont AcquisitionCo Share will be exchanged for one (1) issued, fully paid and non-assessable Amalco Share, and the issued and outstanding Edgemont AcquisitionCo Shares will be cancelled;

(c) each Laiva Shareholder (other than Dissenting Shareholders) will receive, as consideration for such holder's Laiva Shares, one (1) fully paid and non-assessable post-Consolidation Edgemont Share at a deemed price per Edgemont Share to be agreed upon by the Parties in the context of the market for each one (1) Laiva Share held; and every share certificate representing a Laiva Share will be deemed to be cancelled and will represent only the right to receive certificates representing the Edgemont Shares in accordance with this section;

(d) each Dissenting Shareholder will cease to have any rights as a Laiva Shareholder other than the right to be paid by Amalco the fair value of the Laiva Shares held by the Dissenting Shareholder in accordance with section 191(3) of the ABCA;

(e) all Laiva Convertible Securities shall be exchanged for convertible securities of Edgemont bearing substantially the same terms as the Laiva Convertible Securities so exchanged, except that all Laiva Options shall be exchanged for Edgemont Options having an expiry date that is the later of: (i) March 31, 2026 and (ii) the date that is three (3) months after the Effective Date;

(f) as consideration for the issuance of the post-Consolidation Edgemont Shares and Edgemont convertible securities to the Laiva Shareholders and holders of Laiva Convertible Securities respectively, Amalco will issue to Edgemont, 100 Amalco Shares; and

(g) all of the property, rights, privileges and Assets of each of Edgemont AcquisitionCo and Laiva will be the property, rights, privileges and assets of Amalco, and Amalco will be liable for all of the liabilities and obligations of each of Edgemont AcquisitionCo and Laiva.

Securities and Corporate Law Compliance

2.8. Edgemont, Edgemont AcquisitionCo and Laiva will diligently do all such acts and things as may be necessary to:

(a) comply with applicable Laws in relation to the proposal and, if approved, passing of the Edgemont AcquisitionCo Amalgamation Resolution, the Edgemont Transaction Resolution and the Laiva Transaction Resolution;

(b) prepare and submit the Articles of Amalgamation and such other documents as may be required by the ABCA to give effect to the Amalgamation to be sent to the Registrar in accordance with the requirements of the ABCA, including, without limitation, the statutory declaration(s) required under Section 185(2) of the ABCA;

(c) make the necessary filings with, and applications to, the CSE to pursue obtaining conditional approval of the Transaction (including the listing of the Edgemont Shares issued in connection with the Amalgamation on the CSE); and

(d) comply with any other orders, registrations, consents, filings, rulings, exemptions, no-action letters and approvals and the preparation of any documents reasonably

deemed by any Party to be necessary to discharge its respective obligations or otherwise advisable under applicable Laws in connection with this Agreement or the Amalgamation.

Issuance of Edgemont Shares

2.9. Provided that the conditions precedent in Part 8 that may be satisfied prior to the Effective Time are satisfied or waived by Edgemont, Edgemont will, in accordance with and subject to the terms and conditions of this Agreement and the Closing Documents, provide the Transfer Agent with a treasury order in connection with the issuance of the Edgemont Shares to be issued to the Laiva Shareholders (other than Dissenting Shareholders) pursuant to the Amalgamation.

Treatment of Restricted Securities under the U.S. Securities Act

2.10. The Parties acknowledge and agree that the Edgemont Shares and convertible securities of Edgemont to be distributed to U.S. Laiva Shareholders pursuant to the proposed Amalgamation have not been and will not be registered pursuant to the U.S. Securities Act or any state securities laws and that the Edgemont Shares and convertible securities of Edgemont issued to the U.S. Laiva Shareholders in connection with the Amalgamation will be "restricted securities" within the meaning of Rule 144(a)(3) under the U.S. Securities Act. Each certificate representing the Edgemont Shares and convertible securities of Edgemont issued to such U.S. Laiva Shareholders pursuant to the Amalgamation will bear a legend in substantially the form that follows:

"THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES LAWS AND ARE "RESTRICTED SECURITIES" AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE HOLDER HEREOF, BY ACQUIRING SUCH SECURITIES, AGREES FOR THE BENEFIT OF [RESULTING ISSUER NAME] (THE "ISSUER") THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TO THE ISSUER; (B) OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT AND IN COMPLIANCE WITH APPLICABLE LOCAL LAWS AND REGULATIONS; (C) IN ACCORDANCE WITH THE EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER, IF AVAILABLE, AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS; (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE SECURITIES LAWS; OR (E) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT AND, IN THE CASE OF PARAGRAPH (C) OR (D), THE SELLER FURNISHES TO THE ISSUER AN OPINION OF COUNSEL OF RECOGNIZED STANDING OR OTHER EVIDENCE IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO SUCH EFFECT."

The distribution of Edgemont Shares to U.S. Laiva Shareholders pursuant to the Amalgamation will be made by Edgemont in reliance on the exemption from the registration requirements of the U.S. Securities Act and exemptions from the registration or qualification requirements of applicable U.S. state securities laws.

Laiva agrees that it will request each Laiva Shareholder in the United States provide to Laiva and Edgemont a certificate, in form and substance satisfactory to Edgemont, acting reasonably, that

such Laiva Shareholder is an “accredited investor” as such term is defined in Rule 501(a) of Regulation D. Notwithstanding anything to the contrary in this Agreement, no Edgemont Shares shall be issued or delivered to any person in the United States if the Resulting Issuer determines, in its sole discretion, that doing so may result in any contravention of the U.S. securities laws and the Resulting Issuer may instead appoint an agent to sell the Resulting Issuer Shares of such person on behalf of that person and deliver an amount of cash representing the proceeds of the sale of such Resulting Issuer Shares, net of expenses of sale.

Change in Directors and Officers of the Resulting Issuer

2.11. Resignations. At the time of Closing and subject to delivery of mutual releases acceptable to Edgemont, Laiva and the individuals as hereinafter described, Edgemont shall deliver the resignation of each of the officers and directors of Edgemont who will not be serving in such capacity or capacities following the Closing.

2.12. New Directors and Officers. Effective as of the Closing and subject to CSE approval and compliance with all Applicable Laws, the directors of the Resulting Issuer will be one (1) nominee of Laiva, being [name redacted], and four (4) nominees of Edgemont, being [names redacted] and two (2) nominees who will be determined prior to Closing.

Bridge Loan

2.13. The Parties agree that, on Closing, the Bridge Loan will be treated as an intercompany loan and the Parties agree that on or after Closing, they may enter into a new definitive agreement to govern the Bridge Loan as an intercompany loan.

Laiva Amended Management Agreements

2.14. The Laiva Amended Management Agreements will have been entered into by the applicable parties thereto prior to Closing.

Laiva Management Changes

2.15. The Laiva Management Changes will occur within five (5) Business Days of the date of this Agreement, provided that, in the event the Transaction is terminated for any reason, the persons appointed as directors and officers pursuant to the Laiva Management Changes shall resign as directors and officers, as the case may be, and the Executives who previously resigned pursuant to the Laiva Management Changes shall be reappointed as directors of Laiva. Concurrent with the Laiva Management Changes, Laiva shall enter into customary indemnification agreements with each such person who is appointed as a director or officer of Laiva pursuant to the Laiva Management Changes.

Settlement of Severance Amounts and [name redacted] Liabilities

2.16. [amount redacted] Laiva Units will be issued to the Executives upon the closing of the Laiva Private Placement in full satisfaction of the Severance Amounts, and [amount redacted] Laiva Units shall have been issued to [name redacted] upon the closing of the Laiva Private Placement in full satisfaction of the [name redacted] Liabilities.

PART 3

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Laiva

3.1. Except as specifically disclosed in the Laiva Disclosure Letter (which disclosure shall qualify any representations or warranties in respect of which it is reasonably apparent that it should relate), Laiva represents and warrants to and in favour of Edgemont and Edgemont AcquisitionCo as follows and acknowledges that Edgemont and Edgemont AcquisitionCo are relying upon such representations and warranties in entering into this Agreement:

(a) Organization and Qualification

(i) Laiva has been duly incorporated and validly exists and is in good standing under the ABCA, and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as it is now being carried on. Laiva is duly qualified to carry on business in each jurisdiction in which the nature or character of its properties and assets, owned, leased or operated by it, or the nature of its business or activities, makes such qualification necessary. The Laiva Diligence Information includes complete and correct copies of the constating documents of Laiva, as amended to the date of this Agreement, and Laiva has not taken any action to amend or supersede such documents.

(ii) The Laiva Diligence Information includes complete and correct copies of the resolutions or minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the Laiva Shareholders, the Laiva Board and each committee of the Laiva Board, excluding any minutes (or portion thereof) of the Laiva Board in relation to this Agreement and Laiva has not taken any action to amend or supersede such documents.

(b) Subsidiaries

(i) Laiva does not have any subsidiaries other than as set forth in Section 3.1(b) of the Laiva Disclosure Letter, each of which is duly incorporated and existing under the laws of its jurisdiction of formation and has the requisite corporate and legal power and capacity to own its assets as now owned and to carry on its business as it is now being carried on.

(ii) Laiva is, directly or indirectly, the legal, beneficial and registered owner of all of the issued shares of its subsidiary as set out in Section 3.1(b) of the Laiva Disclosure Letter and its subsidiary does not have any outstanding agreement, subscription, warrant, option, right or commitment (nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment) obligating it to issue or sell any of its shares, including any security or obligation of any kind convertible into or exchangeable or exercisable for any shares or other securities of the subsidiary. All of the issued and outstanding shares in the capital of Laiva's subsidiary have been duly authorized and validly issued and are fully-paid and non-assessable, and all such shares are, except

pursuant to restrictions on transfer contained in constating documents or bylaws, owned free and clear of all Liens.

(iii) Except for the shares or other equity interests owned by Laiva in its subsidiary, neither Laiva nor its subsidiary owns, beneficially, any shares in the capital of any corporation, and neither Laiva nor its subsidiary holds any securities or obligations of any kind convertible into or exchangeable for shares in the capital of any corporation. Neither Laiva nor its subsidiary is a party to any agreement to acquire any shares in the capital of any corporation.

(iv) The Laiva Diligence Information includes complete and correct copies of the constating documents of Laiva's subsidiary, as amended to the date of this Agreement and complete and correct copies of the resolutions or minutes (or, in the case of draft minutes, the most recent drafts thereof) of all meetings of the shareholders of its subsidiary, the board of directors of its subsidiary and each committee thereof, excluding any minutes (or portion thereof) in relation to this Agreement.

(c) Authority Relative to this Agreement. Laiva has the requisite corporate power, authority and capacity to enter into this Agreement and (subject to obtaining the Laiva Shareholder Approval as contemplated in Section 2.2) to perform its obligations hereunder and to complete the transactions contemplated by this Agreement. The execution and delivery of this Agreement, the performance by Laiva of its obligations hereunder and the completion by Laiva of the transactions contemplated by this Agreement have been duly authorized by the Laiva Board and no other corporate proceedings on the part of Laiva are necessary to authorize the execution and delivery by it of this Agreement or, subject to obtaining the Laiva Shareholder Approval as contemplated in Section 2.2, the performance by Laiva of its obligations hereunder, the completion of the Amalgamation or the completion by Laiva of the transactions contemplated hereby. This Agreement has been duly executed and delivered by Laiva and constitutes a legal, valid and binding obligation of Laiva enforceable against Laiva in accordance with its terms, subject to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or affecting the availability of equitable remedies and the enforcement of creditors' rights generally and general principles of equity and public policy and to the qualification that equitable remedies such as specific performance and injunction may be granted only in the discretion of a court of competent jurisdiction.

(d) Required Approvals. No authorization, licence, permit, certificate, registration, consent or approval of, or filing with, or notification to, any Governmental Authority is required to be obtained or made by or with respect to Laiva (including with respect to any Laws of Finland or the European Union applicable in Finland with respect to restrictions on investment or foreign investment reviews) for the execution and delivery of this Agreement, the performance by Laiva of its obligations hereunder, the completion by Laiva of the Amalgamation and in respect of the Transaction, other than:

(i) receipt of the Laiva Shareholder Approval;

(ii) such filings and other actions required under applicable Securities Laws and the rules and policies of the CSE as are contemplated by this Agreement; and

(iii) any other authorizations, licences, permits, certificates, registrations, consents, approvals and filings and notifications with respect to which the failure to obtain or make same would not reasonably be expected to prevent or significantly impede or materially delay the completion of the Amalgamation.

(e) No Violation. Subject to obtaining the authorizations, consents and approvals and making the filings referred to in Section 3.1(d), the execution and delivery by Laiva of this Agreement, the performance by Laiva of its obligations hereunder and the completion of the Amalgamation do not and will not (nor will they with the giving of notice or the lapse of time or both):

(i) conflict with, result in a violation or breach of, constitute a default or require any consent (other than such as has already been obtained), to be obtained under, or give rise to any termination rights or payment obligations under, any provision of:

(A) any Law applicable to it, its subsidiary or any of its properties or assets;

(B) the articles or by-laws of Laiva or those of its subsidiary or any other agreement or understanding with any party holding an ownership interest in Laiva; or

(C) any licence or registration or any agreement, contract or commitment, written or oral, which Laiva or its subsidiary is a party to or bound by or subject to;

(ii) result in a conflict, contravention, breach or default under or termination of, or acceleration or permit the acceleration of the performance required by, or loss of any benefit under, or require any consent or approval under, any Laiva Material Contract, material Permit, material license, material registration or any material commitment (written or oral) to which it is a party or by which it is bound or to which the Laiva Material Properties or any of its material assets are subject or give to any person any interest, benefit or right, including any right of purchase, termination, suspension, alteration, payment, modification, reimbursement, cancellation or acceleration, under any such contracts, permits, licenses, registrations or commitments;

(iii) other than as set out in Section 3.1(e) of the Laiva Disclosure Letter, give rise to any rights of first refusal, rights of first offer or other similar third party rights, trigger any change in control or influence provisions or any restriction or limitation under any such agreement, Contract, indenture, authorization, deed of trust, mortgage, bond, instrument, licence or Permit; or

(iv) result in the creation or imposition of any Lien upon the Laiva Material Properties or any of Laiva's material assets or the material assets of its subsidiary, or restrict, hinder, impair or limit its or its subsidiary's ability to carry on their respective business as and where it is now being carried out.

(f) Capitalization

(i) The authorized capital of Laiva consists of an unlimited number of Laiva Shares. As at the date of this Agreement, there were (A) 55,885,159 Laiva Shares issued and outstanding; (B) Laiva Options outstanding providing for the issuance of an aggregate of 5,500,000 Laiva Shares upon the exercise thereof; and (C) 3,280,461 Laiva Warrants outstanding providing for the issuance of an aggregate of 3,280,461 Laiva Shares upon the exercise thereof. All outstanding Laiva Shares have been, and all Laiva Shares issuable upon the exercise or settlement of the Laiva Options and the Laiva Warrants in accordance with their terms have been duly authorized and, upon issuance, will be, validly issued as fully paid and non-assessable shares of Laiva and are not and will not be, as applicable, subject to or issued in violation of, any pre-emptive rights.

(ii) Section 3.1(f) of the Laiva Disclosure Letter sets forth a schedule, as of the date hereof and to the extent applicable, of all outstanding Laiva Options, and Laiva Warrants and, as applicable, the number, exercise price, date of grant, expiration dates, vesting schedules criteria thereof, and the names of the holders of such Laiva securities. Except as set out in Section 3.1(f) of the Laiva Disclosure Letter, Laiva has no other outstanding agreement, subscription, warrant, option, right or commitment or other right or privilege (whether by law, pre-emptive or contractual), nor has it granted any right or privilege capable of becoming an agreement, subscription, warrant, option, right or commitment, obligating it to issue or sell any Laiva Shares or other equity or voting securities, including any security or obligation of any kind convertible into or exchangeable or exercisable for any Laiva Shares or other equity or voting security of Laiva.

(iii) There are no outstanding contractual obligations of Laiva to repurchase, redeem or otherwise acquire any such Laiva Shares.

(iv) Other than the Laiva Incentive Plan, Laiva does not have any share or stock appreciation right, phantom equity, restricted share unit, deferred share unit or similar right, agreement, arrangement or commitment based on the book value, Laiva Share price, income or any other attribute of or related to Laiva.

(v) Section 3.1(f) of the Laiva Disclosure Letter sets forth a schedule, as of the date hereof and to the extent applicable, of all debt obligations of Laiva, including the Laiva Note.

(vi) No holder of securities issued by Laiva or its subsidiary has any right to compel Laiva or its subsidiary to register or otherwise qualify securities for public sale in Canada, the United States, or elsewhere.

(g) Shareholder and Similar Agreements. Laiva is not party to any shareholder, pooling, voting trust or other similar agreement relating to the issued and outstanding shares in the capital of Laiva with any of its shareholders.

(h) Reporting Issuer Status and Securities Laws Matters. Laiva is not a “reporting issuer” within the meaning of applicable Securities Laws, and the Laiva Shares are not publicly listed or quoted on any securities exchange.

(i) U.S. Securities Laws Matters

(i) Laiva is not registered, and is not required to be registered, as an “investment company” pursuant to the U.S. Investment Company Act.

(ii) Laiva is not currently subject to the reporting requirements of the U.S. Exchange Act.

(j) Competition Act. Neither the aggregate value of the assets in Canada that are owned by Laiva and by entities controlled by Laiva nor the annual gross revenues from sales in or from Canada generated from those assets, exceeds $93 million, in each case as determined in accordance with the Competition Act.

(k) Laiva Financial Statements

(i) The Laiva Financial Statements will be, and all financial statements of Laiva in respect of any subsequent periods prior to the Effective Date will be, prepared in accordance with IFRS applied on a basis consistent with those of previous periods (except (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited statements, in the related report of Laiva’s independent auditors or (ii) in the case of unaudited interim statements, to the extent they are subject to normal year-end adjustments) and in accordance with applicable Laws. The Laiva Financial Statements, together with the related management’s discussion and analysis, present or will present, as the case may be, fairly, in all material respects, the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of Laiva and its subsidiary, on a consolidated basis, as at the respective dates thereof and the losses, comprehensive losses, results of operations, changes in shareholders’ equity and cash flows of Laiva for the periods covered thereby (subject, in the case of any unaudited interim financial statements, to normal year-end audit adjustments) and reflect, or will reflect, as the case may be, appropriate and adequate reserves in respect of contingent liabilities, if any. Laiva does not intend to correct or restate, nor, to the knowledge of Laiva, is there any basis for any correction or restatement of, any aspect of any of the Laiva Financial Statements.

(ii) Neither Laiva nor its subsidiary is a party to, or has any commitment to become a party to, any off-balance sheet transaction, arrangement, obligation or other relationship or any similar Contract (including any Contract relating to any transaction or relationship between or among Laiva or its subsidiary, on the one hand, and any unconsolidated affiliate, including any structured finance, special purpose or limited purpose entity

or person, on the other hand) where the result, purpose or effect of such transaction, arrangement, obligation, relationship or contract is to avoid disclosure of any material transaction involving, or material liabilities of, Laiva or its subsidiary.

(iii) to the knowledge of Laiva, provides reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes.

(iv) Neither Laiva, its subsidiary, nor any Representative of Laiva or its subsidiary has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion, or claim, whether written or oral, regarding the accounting or auditing practices, procedures, methodologies or methods of Laiva or its subsidiary or their respective internal accounting controls, including any material complaint, allegation, assertion, or claim that Laiva or its subsidiary has engaged in questionable accounting or auditing practices, which has not been resolved to the satisfaction of the audit committee of the Laiva Board.

(v) There are no outstanding loans made by Laiva to any director or officer of Laiva.

(I) Undisclosed Liabilities. Except for: (i) liabilities and obligations that are specifically presented on the balance sheet of Laiva as of December 31, 2024 or disclosed in the notes thereto; (ii) liabilities and obligations incurred in the ordinary course of business consistent with past practice since December 31, 2024; and (iii) pursuant to or in connection with this Agreement and the transactions contemplated hereby, neither Laiva nor its subsidiary has incurred any liabilities or obligations of any nature, whether or not accrued, contingent or otherwise and are not party to or bound by any suretyship, guarantee, indemnification or assumption agreement, or endorsement of, or any other similar contract with respect to the obligations, liabilities or indebtedness of any person.

(m) Auditors. Laiva's auditors are independent with respect to Laiva within the meaning of the rules of professional conduct applicable to auditors in Canada and there has never been a "reportable event" (within the meaning of Section 4.11 of National Instrument 51-102 – Continuous Disclosure Obligations) with Laiva's auditors.

(n) Absence of Certain Changes. Since December 31, 2024, except as specifically contemplated by this Agreement or as set out in Section 3.1(n) of the Laiva Disclosure Letter:

(i) Laiva and its subsidiary have conducted their respective businesses only in the ordinary course of business and consistent with past practice;

(ii) there has not been any event, occurrence, development or state of circumstances or facts that has had or would be reasonably expected to require the filing of a material change report under applicable Securities Laws or have a Laiva Material Adverse Effect;

(iii) there has not been any write-down by Laiva of any of the assets of Laiva;

(iv) there has not been any expenditure or commitment to expend by Laiva with respect to capital expenses in excess of $50,000 that are outside of the ordinary course of business;

(v) neither Laiva nor its subsidiary has approved or entered into any agreement in respect of any acquisition or sale, lease, license or other disposition by Laiva of any interest in any of the Laiva Properties or any other material assets whether by asset sale, transfer of property, shares or otherwise;

(vi) there has not been any incurrence, assumption or guarantee by Laiva of any material debt for borrowed money, any creation or assumption by Laiva of any Lien, or any making by Laiva of any loan, advance or capital contribution to or material investment in any other person;

(vii) there has not been any satisfaction or settlement of any material claim, liability or obligation of Laiva;

(viii) none of Laiva, its subsidiary nor any of the directors, officers, employees, consultants or auditors, thereof has received or otherwise had or obtained knowledge of any fraud or complaint, allegation, assertion or claim, whether written or oral, regarding fraud or the accounting or auditing practices, procedures, methodologies or methods of Laiva or its subsidiary or their respective internal accounting controls;

(ix) neither Laiva nor its subsidiary has effected any change in its accounting policies, principles, methods, practices or procedures;

(x) neither Laiva nor its subsidiary has suffered any casualty, damage, destruction or loss to any of its properties or assets;

(xi) neither Laiva nor its subsidiary has entered into, or amended, any Laiva Material Contract;

(xii) neither Laiva nor its subsidiary has declared, set aside or paid any dividends or made any distribution or payment or return of capital in respect of the Laiva Shares or any other securities of Laiva or its subsidiary;

(xiii) neither Laiva nor its subsidiary has effected or passed any resolution to approve a split, division, consolidation, combination or reclassification of the Laiva Shares or any other securities of Laiva or its subsidiary;

(xiv) there has not been any: (a) increase in or modification of the compensation payable to or to become payable by Laiva to any of its directors, officers, employees or consultants, (b) grant of any equity compensation by Laiva to any such director, officer, employee or consultant, (c) increase in severance or termination pay by Laiva to any such director, officer, employee or consultant, or (d) increase or modification of any bonus, pension, insurance or benefit arrangement by Laiva to, for or with any of such directors, officers, employees or consultants, in each case, other than as required by applicable Law, as required by the terms of any Employee

Plans, as required by the terms of any employment agreement, or in the ordinary course of business;

(xv) except for the Laiva Incentive Plan, neither Laiva nor its subsidiary has adopted, or amended, any collective bargaining agreement, bonus, pension, profit sharing, stock purchase, stock option or other benefit plan, in each case, other than as required by applicable Law; and

(xvi) neither Laiva nor its subsidiary has agreed, announced, resolved or committed to do any of the foregoing.

(o) Compliance with Laws

(i) The business of Laiva and its subsidiary has been and is currently being conducted in compliance in all material respects with applicable Laws and neither Laiva nor its subsidiary has received any notice of any alleged violation of any such Laws. Laiva does not have any knowledge of any pending changes in any Law that would reasonably be expected to materially impact the business, operations, financial condition of Laiva or its subsidiary. Without limiting the generality of the foregoing, all issued and outstanding Laiva Shares, Laiva Warrants and Laiva Options have been issued in compliance with all applicable Securities Laws.

(ii) Neither Laiva nor its subsidiary and, to Laiva's knowledge, none of their respective directors, officers, supervisors, managers, employees, or agents has: (A) violated any applicable anti-corruption, anti-bribery, export control, and Sanctions Laws, including the Corruption of Foreign Public Officials Act (Canada), the United States Foreign Corrupt Practices Act and any other applicable anti-corruption, anti-bribery, export control and Sanctions Laws of any relevant jurisdiction, (B) made, given, authorized, or offered anything of value, including any payment, facilitation payment, loan, reward, gift, contribution, expenditure or other advantage, directly or indirectly, to any Government Official in Canada, other jurisdictions in which Laiva or its subsidiary has assets or any other jurisdiction other than in accordance with applicable Laws, (C) used any corporate funds, or made any direct or indirect unlawful payment from corporate funds, to any foreign or domestic government official or employee or for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; or (D) violated or is in violation of any provision of the Criminal Code (Canada) relating to foreign corrupt practices, including making any contribution to any candidate for public office, in either case, where either the payment or gift or the purpose of such contribution payment or gift was or is prohibited under the foregoing or any other applicable Law of any locality.

(iii) The operations of Laiva and its subsidiary are and have been conducted at all times in material compliance with applicable financial record-keeping and reporting requirements of the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Authority (collectively, the "Money

Laundering Laws") and no action, suit or proceeding by or before any court of governmental authority or any arbitrator non-Governmental Authority involving Laiva or its subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of Laiva, threatened.

(iv) To the knowledge of Laiva, there have been no material violations or contraventions of its code of ethics or any other similar policies or procedures adopted by Laiva by any officer, director, employee, consultant, contractor or agent of Laiva or its subsidiary. No variation, exception, waiver or management override from compliance with the code of ethics or any other similar policies or procedures adopted by Laiva has been granted, in writing or otherwise, to any person.

(p) Sanctions. Neither Laiva nor its subsidiary nor any of their respective directors, officers, supervisors, managers, employees or agents is a Sanctioned Person. Neither Laiva nor its subsidiary (i) has assets or operations located in a jurisdiction in violation of Sanctions Laws, or (ii) directly or indirectly derives revenues from or engages in investments, dealings, activities or transactions with any Sanctioned Person or which otherwise violate Sanctions Laws.

(q) Permits

(i) Each of Laiva and its subsidiary has identified, obtained, acquired or entered into, and are in compliance in all material respects with all Permits required by applicable Laws necessary to conduct its business as it is now being conducted and there has been no default under any such Permit. Section 3.1(q)(i) of the Laiva Disclosure Letter sets out a complete and accurate list of all such Permits (whether governmental, regulatory or similar type), and there are no other Permits necessary to carry on its business as presently carried on or to own or lease any of the property or the assets utilized by Laiva or its subsidiaries;

(ii) Any and all of the Permits pursuant to which Laiva or its subsidiary holds an interest in its properties and assets (including any interest in, or right to earn an interest in, any mineral property) are valid and subsisting permits, certificates, agreements, leases, licenses, documents or instruments in full force and effect, enforceable in accordance with terms thereof. All Permits are in good standing in all material respects and there has been no material default under any such Permit;

(iii) There are no actions, proceedings or investigations, pending or, to the knowledge of Laiva, threatened, against Laiva or its subsidiary that, if successful, could reasonably be expected to result in the suspension, loss or revocation of any such Permits. Laiva had all required permits to conduct its past exploration activities on its properties and has conducted these activities in compliance with such permits in all material respects; and

(iv) The consummation of the Amalgamation will not result in the termination, revocation, suspension, lapse or limitation of, or inability of Laiva or Edgemont (as applicable) to renew, any Permit.

(r) Litigation. Other than as set out in Section 3.1(r) of the Laiva Disclosure Letter, there is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal or criminal), arbitration or other dispute settlement procedure, formal (or, to Laiva's knowledge, informal) investigation or inquiry before or by any Governmental Authority, or any material claim, action, suit, demand, arbitration, charge, indictment, hearing, demand letter or other similar civil, quasi-criminal or criminal, administrative or investigative matter or proceeding, including by any third party whatsoever (collectively, "Proceedings") against or involving Laiva or its subsidiary, or affecting any of their property or assets (whether in progress or, to the knowledge of Laiva, threatened) and, to the knowledge of Laiva, no event has occurred which would reasonably be expected to give rise to any such Proceedings. There is no judgment, writ, decree, injunction, rule, award or order of any Governmental Authority outstanding against Laiva or its subsidiary in respect of its businesses, properties or assets.

(s) Insolvency. No act or proceeding has been taken by or against Laiva or its subsidiary in connection with the dissolution, liquidation, winding up, bankruptcy, reorganization, compromise or arrangement of Laiva or its subsidiary or for the appointment of a trustee, receiver, manager or other administrator of Laiva or its subsidiary or any of its properties or assets nor, to the knowledge of Laiva, is any such act or proceeding threatened. Neither Laiva nor its subsidiary has sought protection under the Bankruptcy and Insolvency Act (Canada), the Companies' Creditors Arrangement Act (Canada) or similar legislation. Neither Laiva nor its subsidiary nor any of their respective properties or assets is subject to any outstanding judgment, order, writ, injunction or decree that involves or may involve, or restricts or may restrict, the right or ability of Laiva or its subsidiary to conduct its business as it has been carried on prior to the date thereof, or that has had or would reasonably be expected to have, individually or in the aggregate, a Laiva Material Adverse Effect or would reasonably be expected to prevent or significantly impede or materially delay the completion of the Arrangement.

(t) Operational Matters

(i) All rentals, royalties (whether statutory or contractual), overriding royalty interests, production payments, net profits, earn-outs, streaming agreements, metal pre-payment or similar agreements, interest burdens, payments and obligations due and payable, or performable, as the case may be, on or prior to the date thereof under, with respect to, or on account of, any direct or indirect assets of Laiva and its subsidiary and affiliates, have been, in all material respects: (i) duly paid; (ii) duly performed; or (iii) provided for prior to the date thereof.

(ii) All costs, expenses and liabilities payable on or prior to the date hereof under the terms of any Contracts and agreements to which Laiva or its subsidiary and affiliates is directly or indirectly bound have been or will be paid, except for such expenses that are being currently paid prior to delinquency in the ordinary course of business.

(u) Interest in Properties

(i) Each of Laiva and its subsidiary holds the legal and beneficial interest, and has valid and sufficient right, title and interest free and clear of any Lien (other than Permitted Liens) in and to the following (collectively, the "Laiva Properties"): (A) its concessions, claims, leases and licences of any nature whatsoever and all other rights relating in any manner whatsoever to the interest in, or exploration for minerals on the Laiva Properties all of which have been accurately identified in Section 3.1(u)(i) of the Laiva Disclosure Letter, and, in each case, as are necessary to perform the operation of Laiva and its subsidiary's businesses as presently owned and conducted; (B) its real property interests of any nature whatsoever including fee simple estate of and in real property, licences (from landowners and authorities permitting the use of land by Laiva or its subsidiary), leases, rights of way, occupancy rights, surface rights, mineral rights, easements and all other real property interests all of which have been accurately identified in Section 3.1(u)(i) of the Laiva Disclosure Letter, and, in each case, as are necessary to perform the operations of its business as presently owned and conducted; and (C) all of its properties, mineral rights and assets of any nature whatsoever and to all benefits derived therefrom and mineral rights including all the properties (including, without limitation, the Laiva Material Properties) and assets reflected in the balance sheet of Laiva as of December 31, 2024;

(ii) All material mineral tenures and mineral property claims in which Laiva or its subsidiary has an interest or right, including the Laiva Material Properties, have been validly located, staked, recorded and maintained in accordance with all Laws in all material respects and are valid and subsisting, in all material respects;

(iii) Other than as set out in Section 3.1(u)(iii) of the Laiva Disclosure Letter, each of Laiva and its subsidiary has all necessary surface rights, access rights and other rights and interests relating to its mineral properties, granting Laiva or its subsidiary the right and ability to explore for minerals, ore and metals thereon, with only such exceptions as do not interfere with the use made by Laiva or its subsidiary of the rights or interests so held, and each of the property interests or rights and each of the documents, agreements, instruments and obligations relating thereto and referred to above is currently in good standing in the name of Laiva or its subsidiary and free and clear of all material encumbrances (other than Permitted Liens) and no third party or group holds any such rights that would be required by Laiva to so explore for minerals, ore or metals on its material mineral properties;

(iv) Each of Laiva and its subsidiary has duly and timely satisfied, performed and observed all of the obligations required to be satisfied, performed and observed by it under, and there exists no material default or event of default or event, occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any other event or condition, would become a default or event of default by Laiva or its subsidiary under any lease, contract or other agreement pertaining to their respective Laiva Properties and each such lease, contract or other agreement is enforceable

and in full force and effect, except where such a failure would not reasonably be expected to have a Laiva Material Adverse Effect;

(v) (A) Laiva and its subsidiary have the exclusive right to deal with the Laiva Properties; (B) other than the applicable property lessors, royalty holders or lienholders of Permitted Liens, no person or entity of any nature whatsoever other than Laiva or its subsidiary has any interest in the Laiva Properties or the production or profits therefrom or any right to acquire or otherwise obtain any such interest from Laiva or its subsidiary; (C) other than as set out in Section 3.1(u)(v)(C) of the Laiva Disclosure Letter, there are no options, back-in rights, earn-in rights, rights of first refusal, off-take rights or obligations, royalty rights, streaming rights, or other rights of any nature whatsoever which would affect Laiva's or its subsidiary's interests in the Laiva Properties, and no such rights are, to the knowledge of Laiva, threatened; (D) neither Laiva nor its subsidiary has received any notice, whether written or oral, from any Governmental Authority or any other person of any revocation or intention to revoke, diminish or challenge its interest in the Laiva Properties; and (E) the Laiva Properties are in good standing under and comply with all Laws and all work required to be performed has been performed and all taxes, fees, expenditures and all other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made, in each case in all material respects;

(vi) Each of the title documents and other agreements or instruments relating to the Laiva Properties is valid, subsisting and enforceable, and there are no adverse claims, demands, actions, suits or proceedings that have been commenced or are pending or, to the knowledge of Laiva, that are threatened, affecting or which could affect Laiva's or its subsidiary's right, title or interest in the Laiva Properties or the ability of Laiva or its subsidiary to explore or develop the Laiva Properties, including the title to or ownership by Laiva or its subsidiary of the foregoing, or which might involve the possibility of any judgement or liability affecting the Laiva Properties;

(vii) None of the directors or officers of Laiva holds any right, title or interest in, nor has taken any action to obtain, directly or indirectly, any right, title and interest in any of the Laiva Properties or in any permit, concession, claim, lease, licence or other right to explore for, exploit, develop, mine or produce minerals from or in any manner in relation to the Laiva Properties;

(viii) No person has any written or verbal agreement or option or any right or privilege capable of becoming an agreement or option for the purchase from Laiva or its subsidiary of any of the assets of Laiva. Neither Laiva nor its subsidiary is obligated under any prepayment contract or other prepayment arrangement to deliver mineral products at some future time without then receiving full payment therefor; and

(ix) Other than as set out in Section 3.1(u)(ix) of the Laiva Disclosure Letter, there are no restrictions on the ability of Laiva to use, transfer or exploit the Laiva Properties.

(v) Expropriation. No Laiva Property or any other property or asset of Laiva or its subsidiary has been taken, seized, levied upon, subject to a Lien or assessment of any Governmental Authority nor expropriated by any Governmental Authority nor has any actual or constructive notice or proceeding in respect thereof been given or commenced nor, to the knowledge of Laiva, is there any intent or proposal to give any such notice or to commence any such proceeding.

(w) Cultural Heritage. None of the areas covered by the Laiva Properties (including any construction, remains or similar elements located on them) have been declared as a cultural heritage site by any Governmental Authority.

(x) Technical Matters

(i) The Laiva Material Properties are the only material properties of Laiva for the purposes of NI 43-101.

(ii) The Laiva Technical Report will comply, in all material respects with the requirements of NI 43-101 at the effective date thereof and will reasonably present, the quantity of mineral resources attributable to the properties evaluated therein as at the date stated therein based upon information available at the time of preparation of the report. To the knowledge of Laiva, there will have been no material change in the scientific or technical information included in the Laiva Technical Report since the dates such information was provided for purposes of the Laiva Technical Report that would trigger the filing of a new technical report under NI 43-101 and there will be no new material scientific or technical information concerning the relevant properties not included in the Laiva Technical Report.

(iii) Laiva will make available, to the authors of the Laiva Technical Report, prior to the issuance thereof, for the purpose of preparing such reports, all information to be requested by them, and none of such information will contain any misrepresentation at the time such information is so provided.

(iv) All of the assumptions underlying the mineral resource and mineral reserve estimates in the Laiva Technical Report will be reasonable and appropriate and will be prepared in all material respects in accordance with sound mining, engineering, geoscience and other applicable industry standards and practices, and in all material respects in accordance with all applicable Laws, including the requirements of NI 43-101. There will have been no material reduction in the aggregate amount of estimated mineral reserves or mineral resources of Laiva, taken as a whole, from the amounts set forth in the Laiva Technical Report, other than as a result of operations in the ordinary course of business.

(v) The scientific and technical information set forth in the Laiva Technical Report relating to mineral resources required to be disclosed therein pursuant to NI 43-101 will be prepared by Laiva and its consultants in accordance with methods generally applied in the mining industry and will conform, in all material respects, to the requirements of NI 43-101 and Securities Laws.

(vi) Laiva is in compliance in all material respects with the provisions of NI 43-101, has filed all technical reports required thereby, and there has been no change of which Laiva is aware that would disaffirm or change any aspect of the Laiva Technical Report or that would require the filing of a new technical report under NI 43-101.

(vii) At the date hereof, there are no outstanding unresolved comments of any securities authority or any stock exchange in respect of the technical disclosure made in the Laiva Technical Report.

(y) Work Programs. Section 3.1(y) of the Laiva Disclosure Letter sets out: (i) a detailed list of all expenditures made by Laiva from the date of the Confidentiality Agreement to the date of this Agreement; and (ii) the anticipated work budget for Laiva up to the Effective Date (the "Laiva Work Budget"), and, other than as set out therein, Laiva has not entered into any joint venture, work program or made any other obligation, commitment or undertaking of any nature for which Laiva will be required to pay greater than $1,200,000 for any one individual joint venture, work program, commitment or undertaking, or greater than $2,500,000 in the aggregate, over the next six months.

(z) Indigenous Claims.

(i) Laiva has not received any Indigenous Claim or notice thereof which affects Laiva or its subsidiary nor, to the knowledge of Laiva, has any Indigenous Claim been threatened which relates to any of the Laiva Properties, any Permits or the operation by Laiva or its subsidiary of its businesses in the areas in which such operations are carried on or in which any of the Laiva Properties are located.

(ii) Laiva and its subsidiary have no outstanding agreements, memorandums of understanding or similar arrangements with any Indigenous Group.

(iii) There are no ongoing or outstanding discussions, negotiations, or similar communications with or by any Indigenous Groups concerning Laiva, its subsidiary or their respective business, operations or assets.

(iv) No Indigenous blockade, occupation, illegal action or on-site protest has occurred or, to the knowledge of Laiva, has been threatened in connection with the activities on the Laiva Properties.

(v) No Indigenous Information has been received by Laiva or its subsidiary which would have a Laiva Material Adverse Effect.

(aa) NGOs and Community Groups. No dispute between Laiva or its subsidiary and any non-governmental organization, community, or community group exists or, to the knowledge of Laiva, is threatened or imminent with respect to any of the Laiva Properties or operations. Laiva has provided Edgemont and its Representatives with full and complete access to all material correspondence received by Laiva, its subsidiary or their Representatives from any non-governmental organization, community, community group or Indigenous Group.

(bb) Taxes

(i) Except for late filings that may have resulted in immaterial late filing fees, each of Laiva and its subsidiary has timely filed all Returns required to be filed by it with any Governmental Authority on or before the applicable due date and each such Return was complete and correct in all material respects at the time of filing. Each of Laiva and its subsidiary has paid or caused to be paid to the appropriate Governmental Authority on a timely basis all assessments and reassessments and all other Taxes which are due and payable by it, other than those which are being or have been contested in good faith by appropriate proceedings pursuant to applicable Laws, and in respect of which, in the reasonable opinion of Laiva, adequate reserves or accruals have been provided in the Laiva Financial Statements. No audit, action, investigation, deficiencies, litigation or proposed adjustments have been asserted or, to the knowledge of Laiva, threatened with respect to Taxes of Laiva or its subsidiary, and neither Laiva nor or its subsidiary is a party to any action or proceeding for assessment or collection of Taxes and no such event has been asserted or, to the knowledge of Laiva, threatened. To the knowledge of Laiva, no Return of Laiva or its subsidiary is under investigation, review, audit or examination by any Governmental Authority with respect to any Taxes, and no written notice of any investigation, review, audit or examination by any Governmental Authority has been received by Laiva or its subsidiary with respect to any Taxes. No Lien for Taxes has been filed or exists with respect to any assets or properties of Laiva or its subsidiary other than for Taxes not yet due and payable or Liens for Taxes that are being contested in good faith by appropriate proceedings pursuant to applicable Laws. There are no currently effective elections, agreements or waivers extending the statutory period or providing for an extension of time with respect to the assessment or reassessment of any Taxes, the filing of any Return (other than automatic, six-month extensions) or any payment of Taxes by Laiva or its subsidiary. Neither Laiva nor its subsidiary has made, prepared and/or filed any elections, designations or similar filings relating to Taxes or entered into any agreement or other arrangement in respect of Taxes or Returns that could, in and of itself, require a material amount to be included in the income of Laiva or its subsidiary, respectively, for any period ending after the Effective Date.

(ii) All material Taxes that Laiva or its subsidiary has been required to withhold have been duly withheld and have been duly and timely paid to the appropriate Governmental Authority. Each of Laiva and its subsidiary has, to the extent required by applicable Law, remitted all Canada Pension Plan contributions, provincial pension plan contributions, employment insurance premiums, employer health taxes, payroll taxes and other Taxes payable by it in respect of its employees, agents and consultants, as applicable, and has remitted such amounts to the appropriate Governmental Authority within the time required under applicable Laws. Each of Laiva and its subsidiary has, to the extent required under applicable Laws, duly charged, collected and remitted on a timely basis all Taxes on any sale, supply or delivery whatsoever, made by them.

(iii) There are no rulings or closing agreements relating to Laiva or its subsidiary which may affect Laiva's or its subsidiary's liability for Taxes for any taxable period commencing after the Effective Date.

(iv) For any transactions between Laiva and any person who is not resident in Canada for purposes of the Tax Act with whom Laiva was not dealing at arm's length for purposes of the Tax Act, Laiva has made or obtained records or documents that meet the requirements of paragraphs 247(4)(a) to (c) of the Tax Act (or equivalent provisions of any other applicable legislation).

(v) No circumstances exist or may reasonably be expected to arise as a result of matters existing before the Effective Date that may result in Laiva or its subsidiary being subject to the application of Section 160 of the Tax Act (or equivalent provisions of any other applicable legislation).

(vi) None of Sections 78, 79 or 80 to 80.04 of the Tax Act (or equivalent provisions of any other applicable legislation) have applied to Laiva or its subsidiary, and there are no circumstances existing which could reasonably be expected to result in the application of Sections 78, 79 or 80 to 80.04 of the Tax Act (or equivalent provisions of any other applicable legislation) to Laiva or its subsidiary.

(vii) There are no circumstances which exist and would result in, or which have existed and resulted in, Section 17 of the Tax Act applying to Laiva or to its subsidiary. Neither Laiva nor its subsidiary is obligated to make any payments or is a party to any agreement under which it could be obligated to make any payment that will not be deductible in computing its income under the Tax Act by virtue of Section 67 of the Tax Act.

(viii) None of Laiva or its subsidiary is a party to any agreement, understanding or arrangement relating to the allocation or sharing of Taxes (excluding customary commercial agreements entered into in the ordinary course of business the primary subject of which is not Taxes).

(ix) For the purposes of the Tax Act, any applicable Tax treaty and any other relevant Tax purpose (i) Laiva is resident in, and is not a non-resident of, Canada, and is a "taxable Canadian corporation"; and (ii) its subsidiary is resident in the jurisdiction in which it was formed, is not a resident in any other country, and if resident in Canada and is a corporation, is a "taxable Canadian corporation".

(x) Laiva is not treated as a "surrogate foreign corporation" within the meaning of Section 7874 of the Code and is not classified as a U.S. domestic corporation for U.S. federal (and applicable state and local) income Tax purposes.

(cc) Contracts

(i) Set out in Section 3.1(cc) of the Laiva Disclosure Letter is a list of each Laiva Material Contract as of the date hereof. True and complete copies of

all Laiva Material Contracts have been provided to Edgemont as part of Laiva Diligence Information and, as of the date hereof, no such Laiva Material Contract has been modified, rescinded or terminated.

(ii) Each Laiva Material Contract is in full force and effect and is a valid and binding obligation of Laiva or its subsidiary and, to the knowledge of Laiva without any inquiry, the other parties thereto and is enforceable by Laiva or its subsidiary in accordance with its respective terms, except as may be limited by bankruptcy, insolvency and other Laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction.

(iii) Laiva or its subsidiary, as applicable, has performed in all material respects, all respective obligations required to be performed by it to date under the Laiva Material Contracts and none of Laiva or its subsidiary or, to the knowledge of Laiva, the other parties thereto, is in breach or violation of or in default in any material respect under (in each case, with or without notice or lapse of time or both) any Laiva Material Contract. Neither Laiva nor its subsidiary has received or given any notice of default under any Laiva Material Contract which remains uncured, and there exists no state of facts which after notice or lapse of time or both would constitute a default under or material breach of any Laiva Material Contract or result in the inability of a party to any Laiva Material Contract to perform its obligations thereunder.

(iv) Neither Laiva nor its subsidiary has received any written notice or, to the knowledge of Laiva, other notice that any party to a Laiva Material Contract intends to cancel, terminate or otherwise modify or not renew its relationship with Laiva or with its subsidiary and, to the knowledge of Laiva, no such action has been threatened.

(dd) Employment Matters

(i) Section 3.1(dd)(i) of the Laiva Disclosure Letter sets out a true and complete list of all employees of Laiva and its subsidiary, whether actively at work or not, including their respective name, job title, hire date, work location, number of years of service, compensation (including but not limited to salary, bonus (including, but not limited to any annual or special bonuses), commissions and incentive based compensation), benefits, vacation entitlement in days, current status (full time or part-time, active or non-active (and if non-active, the reason for leave and expected return date, if known)), and whether they are unionized or subject to a written employment Contract. Other than as set out in Section 3.1(dd)(i) of the Laiva Disclosure Letter, no employee of Laiva or its subsidiary has any agreement as to length of notice or severance payment required to terminate his or her employment, other than such as results by Law from the employment of an employee without an agreement as to notice or severance. Copies of all written Contracts in relations to the employees listed in Section 3.1(dd)(i) have been provided to Edgemont and are contained in the Laiva Data Room.

(ii) Section 3.1(dd)(ii) of the Laiva Disclosure Letter contains a correct and complete list of each independent contractor currently engaged by Laiva or its subsidiary including their consulting fees, any other forms of compensation or benefits to which they are entitled and whether they are subject to a written Contract. Current and complete copies of all such independent contractor Contracts that provide for base fees in excess of $20,000 per annum have been provided to Edgemont as part of the Laiva Diligence Information. Neither Laiva nor its subsidiary has received any notice from any Governmental Authority disputing the classification of any independent contractors.

(iii) Except as set out in Section 3.1(dd)(iii) of the Laiva Disclosure Letter, neither Laiva nor its subsidiary is a party to or bound or governed by, or subject to:

(A) any employment, consulting, retention or change of control agreement with, or any written or, to the knowledge of Laiva, oral agreement, arrangement or understanding providing for retention, severance or termination payments, change of control, golden parachute, or any other obligation to, any officer, employee or consultant of Laiva or its subsidiary in connection with the termination of their position or their employment as a direct result of a change in control of Laiva (including as a result of the Amalgamation);

(B) any application for certification, collective bargaining, voluntary recognition or any other labour or union agreement, or any actual or, to the knowledge of Laiva, threatened union membership drives, application for certification or bargaining rights in respect of Laiva or its subsidiary;

(C) any current, pending, or to Laiva's knowledge, threatened, labour dispute, strike, lock-out, work slowdown or stoppage relating to or involving any employees of Laiva or its subsidiary and no such event has occurred in the last three years; or

(D) any actual or, to the knowledge of Laiva, threatened claim against Laiva or its subsidiary arising out of or in connection with employment or consulting relationship or the termination thereof.

(E) Complete and correct copies of any written agreements, arrangements and understandings referred to in paragraphs (A) and (B) of this Section 3.1(dd) are included in the Laiva Diligence Information.

(iv) Neither Laiva nor its subsidiary has engaged in any unfair labour practice and no unfair labour practice complaint, grievance, claim, charge, administrative agency investigation or arbitration proceeding is pending or, to the knowledge of Laiva, threatened against Laiva or its subsidiary.

(v) As of the date hereof, all compensation, including wages, commissions, bonuses, fees and other compensation, payable to all employees, independent contractors or consultants of Laiva for services performed on or prior to the date hereof have been paid in full or are accurately reflected in Laiva's books and records.

(ee) Health and Safety

(i) Each of Laiva and its subsidiary have operated in all material respects in accordance with all applicable Laws with respect to employment and labour, including employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and harassment and discrimination prevention, labour relations, immigration and privacy, and there are no current, pending, or to the knowledge of Laiva, threatened proceedings before any Governmental Authority with respect to any such matters.

(ii) Neither Laiva nor its subsidiary has received any demand or notice with respect to a breach of any applicable health and safety Laws, the effect of which would be reasonably expected to affect operations relating to the Laiva Properties.

(iii) There are no outstanding assessments, penalties, fines, liens, charges, surcharges, or other amounts due or owing pursuant to any workplace safety and insurance legislation and neither Laiva nor its subsidiary has been reassessed in any material respect under such legislation during the past three years and, no audit of Laiva or its subsidiary is currently being performed pursuant to any applicable workplace safety and insurance legislation. There are no claims, investigations or inquiries pending against Laiva or its subsidiary (or naming Laiva or its subsidiary as a potentially responsible party) based on non-compliance with any applicable health and safety Laws at any of the operations relating to Laiva Properties.

(ff) Acceleration of Benefits. Except pursuant to the Laiva Incentive Plan, the terms of this Agreement, and in each case, as set out in Section 3.1(ff) of the Laiva Disclosure Letter, no person will, as a result of any of the transactions contemplated herein or in the Amalgamation Agreement, become entitled to, (i) any retirement, severance, change of control, golden parachute, retention, bonus or other similar payment from Laiva or its subsidiary, (ii) the acceleration of the vesting or the time to exercise of any outstanding stock option, restricted share unit, performance share unit, or employee or director awards of Laiva or its subsidiary, (iii) the forgiveness or postponement of payment of any indebtedness owing by such person to Laiva or its subsidiary, or (iv) receive any additional payments or compensation under or in respect of any employee or director benefits or incentive or other compensation plans or arrangements from Laiva or its subsidiary.

(gg) Pension and Employee Benefits

(i) All Employee Plans are set out in Section 3.1(gg) of the Laiva Disclosure Letter. Laiva has provided as part of Laiva Diligence Information true,

correct and complete copies of all the Employee Plans as amended as of the date hereof, together with all related material documentation including, without limitation, funding and investment management agreements, summary plan descriptions, the most recent actuarial reports, financial statements, asset statements and all material opinions and memoranda (whether externally or internally prepared) and material correspondence with all regulatory authorities or other relevant persons, as applicable.

(ii) Each of Laiva and its subsidiary have complied in all material respects with all of the terms of the Employee Plans and applicable Laws in respect of its employee compensation and benefit obligations. All contributions, and premiums owing under the Employee Plans by Laiva have been paid in full when due in accordance with the terms of the Employee Plans and applicable Laws.

(iii) No Employee Plan is a "registered pension plan" or a "retirement compensation arrangement" as each such term is defined in the Tax Act or provides health and welfare benefits following the retirement or termination of employment of any employee of Laiva or its subsidiary (except where required by statute, pursuant to the terms of an individual employment or termination agreement, or benefits continuation where an individual on disability is terminated).

(iv) There are no claims (other than routine claims for benefits by employees and their beneficiaries or dependents arising in the ordinary course of operation of the Employee Plan) or litigation or other Proceeding pending, or to Laiva's knowledge, threatened with respect to any Employee Plan.

(v) To the knowledge of Laiva, (i) the administrator of each Employee Plan is in possession of all documents and employee data necessary to administer each Employee Plan in accordance with its terms and applicable Law, and (ii) such data is complete, correct and in a form that is sufficient for the proper administration of each Employee Plan.

(vi) Neither Laiva nor its subsidiary has any material liability by reason of an individual who performs or performed services for Laiva's or its subsidiary's business in any capacity being improperly excluded from participating in a benefit plan.

(hh) Employment Withholdings. Laiva has withheld from each payment made to any of its present or former employees, officers or directors, or to other persons, all amounts required by Law or administrative practice to be withheld by it on account of income taxes, pension plan contributions, employment insurance premiums, employer health taxes and similar taxes and levies, and has remitted such withheld amounts within the required time to the appropriate Governmental Authority.

(ii) Intellectual Property. Neither Laiva nor its subsidiary owns or possesses any Intellectual Property Rights which are, individually or in the aggregate, material to the business and operations of Laiva and its subsidiary, as a whole, as currently conducted.

(jj) Environment

(i) Except as disclosed in Section 3.1(jj) of the Laiva Disclosure Letter, Laiva and its subsidiary have carried on and are currently carrying on their operations in compliance with all applicable Environmental Laws and the Laiva Properties and assets comply with all applicable Environmental Laws, except to the extent that a failure to be in such compliance, individually or in the aggregate, would not reasonably be expected to have a Laiva Material Adverse Effect on Laiva or its subsidiary;

(ii) Each of Laiva and its subsidiary have obtained from the relevant Governmental Authorities, and are in compliance in all material respects with, any Environmental Approvals required to conduct their current businesses and such Environmental Approvals remain valid and in good standing on the date hereof;

(iii) Neither Laiva nor its subsidiary is subject to any contingent or other liability relating to (A) Remedial Action, the restoration or rehabilitation of land, water or any other part of the environment, (B) mine closure, reclamation, remediation or other post operational requirements, or (C) non-compliance with Environmental Laws;

(iv) The Laiva Properties have not been used to generate, manufacture, refine, treat, recycle, transport, store, handle, dispose of, discharge, release, transfer, produce or process Hazardous Substances, except in compliance with all Environmental Laws and except to the extent that such non-compliance would not have a Laiva Material Adverse Effect. Neither Laiva nor its subsidiary has caused or permitted the Release of any Hazardous Substances at, in, on, under or from any Laiva Property, except in compliance with all Environmental Laws, except for Releases that would not have a Laiva Material Adverse Effect. All Hazardous Substances handled, recycled, disposed of, discharged, released, treated or stored on or off site of the Laiva Properties by Laiva or its subsidiary have been handled, recycled, disposed of, discharged, released, treated and stored in compliance with all Environmental Laws, except to the extent that a failure to be in such compliance would not have a Laiva Material Adverse Effect. There are no Hazardous Substances at, in, on, under or migrating from any Laiva Property, except in material compliance with all Environmental Laws;

(v) To the knowledge of Laiva, neither Laiva nor its subsidiary has treated, disposed of, discharged, released, or arranged for the treatment, disposal, discharge or release of, any Hazardous Substances at any location: (A) listed on any list of hazardous sites or sites requiring Remedial Action issued by any Governmental Authority; (B) proposed for listing on any list issued by any Governmental Authority of hazardous sites or sites requiring Remedial Action, or any similar federal, state or provincial lists; or (C) which is the subject of enforcement actions by any Governmental Authority that creates the reasonable potential for any proceeding, action, or other claim against Laiva or its subsidiary. No site or facility now or previously owned, operated or leased by Laiva or its subsidiary is listed or, to the knowledge of Laiva, is proposed for listing on any list issued by any Governmental

Authority of hazardous sites or sites requiring Remedial Action or is the subject of Remedial Action;

(vi) Neither Laiva nor its subsidiary caused or permitted the Release of any Hazardous Substances on or to any Laiva Property in such a manner as: (A) would reasonably be expected to impose liability for cleanup, natural resource damages, loss of life, personal injury, nuisance or damage to other property, except to the extent that such liability would not have a Laiva Material Adverse Effect; or (B) would be reasonably expected to result in imposition of a lien, charge or other encumbrance or the expropriation of any Laiva Property or any of the assets of Laiva or its subsidiary;

(vii) Neither Laiva nor its subsidiary has received from any person or Governmental Authority any notice, formal or informal, or threatened notice, of any proceeding, action or other claim, liability or potential liability arising under any Environmental Law that is pending as of the date of this Agreement. Other than as set out Section 3.1(jj)(vii) of the Laiva Disclosure Letter, to the knowledge of Laiva, there are no facts or circumstances that reasonably could be expected to give rise to any such notice, action or other claim, liability or potential liability;

(viii) Neither Laiva nor its subsidiary has received from any person or Governmental Authority any demand, direction, order, notice or prosecution with respect to any Environmental Laws applicable to Laiva, any Laiva subsidiary or any of the Laiva Properties and neither Laiva nor its subsidiary have settled any allegation of non-compliance with Environmental Laws; and

(ix) Laiva and its subsidiary have included in the Laiva Due Diligence Information true and complete copies of all environmental audits, data, assessments, studies, tests and other information which are within the possession or control of Laiva or its subsidiary relating to:

(A) the Laiva Properties;

(B) the condition of the Environment and environmental matters at the Laiva Properties; and

(C) all liabilities arising or reasonably likely to arise from or in relation to the use or environmental condition of the Laiva Properties and all other assets currently or previously owned or used by Laiva or its subsidiary.

(kk) Insurance. Each of Laiva and its subsidiary has in place reasonable and prudent insurance policies, except for property insurance, appropriate for its size, nature and stage of development. All insurance policies of Laiva, other than policies of insurance relating to the Employee Plans, and its subsidiary are disclosed in Section 3.1(kk) of the Laiva Disclosure Letter and are in full force and effect. All premiums due and payable under all such policies have been paid and Laiva and its subsidiary are otherwise in compliance with the terms of such policies. The

existing insurance policies of Laiva are sufficient to satisfy all requirements relating to insurance coverage in each of the Laiva Material Contracts. Laiva has not received any notice of cancellation or termination with respect to any such policy. There has been no denial of claims nor claims disputed by Laiva's and its subsidiary's insurers. All proceedings covered by any insurance policy of Laiva and its subsidiary have been properly reported to and accepted by the applicable insurer.

(II) Books and Records. The corporate records and minute books of Laiva have been maintained in accordance with all applicable Laws in all material respects, and such corporate records and minute books are complete and accurate in all material respects. The financial books and records and accounts of Laiva in all material respects have been maintained in accordance with good business practices or the accounting principles generally accepted in the country of domicile of each such entity on a basis consistent with prior years.

(mm) Non-Arm's Length Transactions. Other than as disclosed in the Laiva Disclosure Letter and other than employment or compensation agreements entered into in the ordinary course of business, as of the date hereof there are no current contracts, commitments, agreements, arrangements or other transactions between Laiva or its subsidiary, on the one hand, and any (i) officer or director of Laiva or its subsidiary, (ii) any holder of record of 5% or more of the outstanding Laiva Shares or any person that, to the knowledge of Laiva, beneficially owns 5% or more of the outstanding Laiva Shares, or (iii) to the knowledge of Laiva, any affiliate or associate or any such officer, director or Laiva Shareholder, on the other hand.

(nn) Ownership of Edgemont Shares or other Securities. Neither Laiva nor any of its affiliates own any Edgemont Shares or any other securities of Edgemont.

(oo) Restrictions on Business Activities. There is no judgment, injunction, order or decree binding upon Laiva or its subsidiary that has or could reasonably be expected to have the effect of prohibiting, restricting or impairing, in each case in any material respect, any business practice of Laiva, its subsidiary or any of each of their respective affiliates, any acquisition of property by Laiva, its subsidiary or any of each of their respective affiliates, or the conduct of business by Laiva, its subsidiary or any of each of their respective affiliates, as currently conducted (including following the transactions contemplated by this Agreement).

(pp) Collateral Benefits. Other than as disclosed in Section 3.1(pp) of the Laiva Disclosure Letter, as of the date hereof, to the knowledge of Laiva, no related party of Laiva (within the meaning of MI 61-101) together with its associated entities, beneficially owns or exercises control or direction over 1% or more of the outstanding Laiva Shares, except for related parties who will not receive a "collateral benefit" (within the meaning of MI 61-101) as a consequence of the transactions contemplated by this Agreement.

(qq) Financial Advisors or Brokers. Neither Laiva nor its subsidiary has incurred any obligation or liability, contingent or otherwise, or agreed to pay or reimburse any broker, finder, financial adviser or investment banker, for any brokerage, finder's, advisory or other fee or commission, or for the reimbursement of expenses, in

connection with this Agreement, the transactions contemplated hereby or any alternative transaction in relation to Laiva.

(rr) Laiva Board Approval. The Laiva Board, at a meeting duly called and held or by way of written resolution in accordance with the ABCA, after consultation with management of Laiva and legal and financial advisors, has unanimously determined that this Agreement and the Amalgamation are in the best interests of Laiva, has unanimously approved the execution and delivery of this Agreement and the transactions contemplated by this Agreement by Laiva and have unanimously resolved to recommend that the Laiva Shareholders vote in favour of the Laiva Transaction Resolution. No action has been taken to amend, or supersede such determinations, resolutions or authorizations of the Laiva Board.

(ss) Plants, Buildings, Structures and Equipment. The plants, buildings, structures and equipment of Laiva and its subsidiary located at the Laiva Property are structurally sound with no known defects and are in good operating condition and repair and are adequate for the uses to which they are being put; and none of such plants, buildings, structures or equipment are in need of maintenance or repairs except for ordinary, routine maintenance and repairs which are not material in nature or cost. Neither Laiva nor its subsidiary has received notification that it is in violation of any applicable building, zoning, anti-pollution, health or other Law, ordinance or regulation in respect of its plants, buildings, structures or their operations and no such violation exists.

Representations and Warranties of Edgemont and Edgemont AcquisitionCo

3.2. Edgemont and Edgemont AcquisitionCo hereby make, as of the date hereof, the following representations and warranties and acknowledge that Laiva is relying upon such representations and warranties for the purpose of entering into this Agreement:

(a) Edgemont is a corporation duly incorporated, validly existing and in good standing under the BCBCA and Edgemont AcquisitionCo is a corporation duly incorporated, validly existing and in good standing under the ABCA;

(b) each of Edgemont and AcquisitionCo is duly registered and licensed to carry on its business in the jurisdictions in which such entity carries on such business or owns property where so required by the laws of that jurisdiction and is not otherwise precluded from carrying on such business or owning property in such jurisdictions by any other commitment, agreement or document;

(c) each of Edgemont and AcquisitionCo is in material compliance with all applicable Laws which may materially affect such entity in the jurisdictions in which such each entity carries on its business, each has not received a notice of non-compliance, nor does Edgemont and/or AcquisitionCo know of any facts that could give rise to a notice of such non-compliance with any applicable Laws and no neither Edgemont nor AcquisitionCo is aware of any pending change or contemplated change to any applicable Law or governmental position that would materially affect such entities business or the legal environment under which such entity operates;

(d) Edgemont has an authorized share capital consisting of an unlimited number of Edgemont Shares, of which 29,488,294 Edgemont Shares are issued and outstanding;

(e) Edgemont AcquisitionCo has an authorized share capital consisting of an unlimited number of Edgemont AcquisitionCo Shares of which 100 Edgemont AcquisitionCo Shares legally and beneficially owned by Edgemont is issued and outstanding, and AcquisitionCo Shares are free and clear of all Liens of any kind whatsoever;

(f) there are no outstanding securities convertible into or exercisable to acquire any Edgemont Shares or any other securities or agreements which could result in the issuance of shares or securities of Edgemont except for:

(i) 1,275,000 Edgemont Options exercisable to acquire an equivalent number of Edgemont Shares, and

8,500,000 Edgemont Warrants exercisable to acquire an equivalent number of Edgemont Shares;

(g) there are no outstanding securities convertible into or exercisable to acquire any Edgemont AcquisitionCo Shares, or any other securities or agreements which could result in the issuance of shares or securities of Edgemont AcquisitionCo;

(h) all securities of Edgemont and AcquisitionCo have been issued in compliance with applicable Laws including the Securities Act;

(i) Edgemont:

(i) is a "reporting issuer" only in British Columbia, Alberta and Ontario; and

(ii) has its Edgemont Shares listed on the CSE as a "mining issuer" under the trading symbol "EDGM",

and Edgemont is not in default of any of its obligations as a reporting issuer or as a CSE listed company;

(j) each of Edgemont and Edgemont AcquisitionCo has the power, authority and capacity to execute and perform its obligations under this Agreement and each of the Closing Documents to which it is, or will be, a party;

(k) the execution and delivery by Edgemont and Edgemont AcquisitionCo of this Agreement, the Amalgamation Agreement and, once signed, each of the Closing Documents to which it is a party and the performance of their respective obligations thereunder and contained therein have been or, as the case may be, will have been duly authorized by all applicable corporate action;

(l) each of the this Agreement and the Amalgamation Agreement constitutes legal, valid and binding obligations of Edgemont and Edgemont AcquisitionCo, as the case may be, enforceable against each of them in accordance with their terms and upon the execution and delivery by of Edgemont and Edgemont AcquisitionCo of the Closing Documents to which it is a party, each will constitute legal, valid and

binding obligations of such person, enforceable against such person in accordance with its terms;

(m) neither the execution and delivery of this Agreement, the Amalgamation Agreement and the Closing Documents nor the consummation of the Amalgamation will directly or indirectly (with or without notice or lapse of time) conflict with or result in a breach or violation of (i) any provision of the Constating Documents of Edgemont or Edgemont AcquisitionCo; or (ii) any applicable Law to which either of Edgemont or Edgemont AcquisitionCo is subject, the effect of which would cause an Edgemont Material Adverse Effect. Edgemont is not aware of any pending or contemplated change to any applicable Law or governmental position that would cause an Edgemont Material Adverse Effect;

(n) no approval, order, consent of or filing with any Governmental Authority is required on the part of Edgemont or Edgemont AcquisitionCo in connection with the execution and delivery of this Agreement and, once signed, the Closing Documents, or the performance by Edgemont and Edgemont AcquisitionCo of their respective obligations pursuant to this Agreement and, once signed, the Closing Documents, the absence of which would cause an Edgemont Material Adverse Effect;

(o) there is no requirement for any of Edgemont or Edgemont AcquisitionCo to make any filing with, give any notice to, or obtain any consent, approval, waiver or other similar authorization of, any person (other than as expressly contemplated herein), as a result of, or in connection with, with the execution and delivery of this Agreement and, once signed, the Closing Documents or as a requirement or condition of the lawful completion of the Amalgamation and the other transactions contemplated by this Agreement, for which the failure to do so would cause an Edgemont Material Adverse Effect;

(p) the data and information in respect of Edgemont and Edgemont AcquisitionCo, and their Assets, liabilities, business and operations provided, or to be provided, by Edgemont or its advisors to Laiva or its advisors is, and will be, accurate and correct in all material respects as at the date hereof or the date provided, as applicable, and, in respect of any information provided or to be provided, did not and will not knowingly omit any material data or information necessary to make any data or information provided or to be provided not misleading in any material respect as at the date hereof or the date provided, as applicable. Edgemont has no knowledge of any Edgemont Material Adverse Effect from that disclosed in such data and information;

(q) each filing forming a part of the Edgemont Public Disclosure Record was as at the date it was filed, true, correct, and complete and did not contain any misrepresentation as of the respective dates of such information or statements, and no material change has occurred in relation to Edgemont which is not disclosed in the Edgemont Public Disclosure Record, and Edgemont has not filed any confidential material change reports which continue to be confidential;

(r) Edgemont has maintained proper accounting records such that an audit can readily be completed on its financial statements;

(i) since the date of the Letter of Intent, Edgemont and its subsidiaries have conducted its respective business in the ordinary course, and there has not been:

(ii) any event, occurrence, state of circumstances, or facts or change in Edgemont and its subsidiaries that has had, or which Edgemont may, after reasonable inquiry, expect to have, either individually or in the aggregate, an Edgemont Material Adverse Effect;

(iii) (A) any change in any the liabilities of Edgemont and its subsidiaries that has had, or which Edgemont may, after reasonable inquiry, expect to have, an Edgemont Material Adverse Effect or (B) any incurrence, assumption or guarantee of any indebtedness for borrowed money by Edgemont and its subsidiaries other than in connection with the Bridge Loan;

(iv) any (A) payments by Edgemont and its subsidiaries in respect of any indebtedness of Edgemont and its subsidiaries for borrowed money or in satisfaction of any liabilities of Edgemont and its subsidiaries, other than in the ordinary course of business or the guarantee by Edgemont and its subsidiaries of any of the indebtedness of any other Person or (B) creation, assumption or sufferance of (whether by action or omission) the existence of any Lien on any assets reflected on the Edgemont Balance Sheet;

(v) any transaction or commitment made, or any Material Contract entered into, by Edgemont and its subsidiaries, or any waiver, amendment, termination or cancellation of any Material Contract by Edgemont and its subsidiaries, or any relinquishment of any rights thereunder by Edgemont and its subsidiaries or of any other right or debt owed to Edgemont and its subsidiaries other than, in each such case, actions taken in the ordinary course of business consistent with past practice;

(vi) other than in the ordinary course of business and consistent with past practice, any: (A) grant of any severance, continuation or termination pay to any director, officer, stockholder or employee of any Edgemont and its subsidiaries or any affiliate of Edgemont, (B) entering into of any employment, deferred compensation or other similar agreement (or any amendment to any such existing agreement) with any director, officer, stockholder or employee of Edgemont and its subsidiaries or any affiliate of Edgemont, (C) increase in benefits payable or potentially payable under any severance, continuation or termination pay policies or employment agreements with any director, officer, stockholder or employee of Edgemont and its subsidiaries or any affiliate of Edgemont, (D) increase in compensation, bonus or other benefits payable or potentially payable to directors, officers, stockholders or employees of Edgemont and its subsidiaries or any affiliate of Edgemont, or (E) change in the terms of any bonus, pension, insurance, health or other employee benefit plan of Edgemont and its subsidiaries;

(vii) any change by Edgemont and its subsidiaries in their accounting principles, methods or practices or in the manner they keep their books and records that is not prescribed to be in accordance with IFRS; or

(viii) any distribution, dividend, bonus, management fee or other payment by Edgemont and its subsidiaries to any officer, director, stockholder or affiliate of Edgemont and its subsidiaries or any of their respective affiliates or Associates, other than payments of salaries or compensation in connection with services rendered in the normal course;

(s) Edgemont and its subsidiaries hold title to their respective Assets free and clear of all Liens;

(t) Edgemont does not have, any Employment Agreements between Edgemont, on the one hand, and any current or former stockholder, officer or director of Edgemont, or any other employee or consultant for which such employee or consultant that are currently in effect;

(u) the financial books, records and accounts of each of Edgemont and its subsidiaries have in all material respects, been maintained in accordance with applicable Law, in accordance with applicable accounting standards and, in each case, are stated in reasonable detail and accurately and fairly reflect the material transactions and dispositions of the Assets of each of Edgemont and its subsidiaries and accurately and fairly reflect the basis for all financial statements of Edgemont and its subsidiaries, including the Edgemont Financial Statements;

(v) Edgemont and its subsidiaries is not party to any material contracts other than this Agreement and those material contracts disclosed as part of the Edgemont Public Disclosure Record (the "Edgemont Material Contracts");

(w) the Edgemont Material Contracts are in full force and effect, and Edgemont and its subsidiaries, as applicable, are entitled to all rights and benefits thereunder in accordance with the terms thereof. All the Edgemont Material Contracts are valid and binding obligations, enforceable in accordance with their respective terms, except as may be limited by bankruptcy, insolvency and other laws affecting the enforcement of creditors' rights generally and subject to the qualification that equitable remedies may only be granted in the discretion of a court of competent jurisdiction. Edgemont and its subsidiaries, as applicable, has complied in all material respects with all terms of the Edgemont Material Contracts, has paid all amounts due thereunder if, as and when due, has not waived any rights thereunder and no material default or breach exists in respect thereof on the part of Edgemont and its subsidiaries or, to the knowledge of Edgemont, on the part of any other party thereto, and no event has occurred which, after the giving of notice or the lapse of time or both, could constitute such a default or breach or trigger a right of termination of any of the Edgemont Material Contracts;

(x) there are no material approvals, authorizations, certificates, consents, licences, orders and permits and other similar authorizations of all Governmental Authorities (and all other Persons) that have not already been obtained and that are necessary for the operation of the Edgemont Business in substantially the same manner as currently operated by Edgemont and its subsidiaries or affecting or relating in any way to the Edgemont Business;

(y) there is no investment banker, broker, finder or other intermediary or advisor that has been retained by or is authorized to act on behalf of Edgemont nor

AcquisitionCo, who might be entitled to any fee, commission or reimbursement of expenses from any party hereto or any of its respective affiliates or any of its respective associates upon consummation of the Transaction, other than in connection with the Edgemont Concurrent Financing;

(z) the Edgemont Financial Statements have been prepared in accordance with IFRS and present fairly in accordance with IFRS the consolidated financial position, results of operations and changes in financial position of Edgemont as of the dates thereof and for the periods indicated therein and reflect appropriate and adequate reserves in respect of contingent liabilities, if any, of Edgemont on a consolidated basis, and there has been no material change in Edgemont's accounting policies or in the financial condition of Edgemont since January 31, 2025;

(aa) neither Edgemont nor Edgemont AcquisitionCo has any material liabilities of any nature (matured or unmatured, fixed or contingent), other than:

(i) those set forth or adequately provided for in the most recent balance sheet and associated notes thereto included in the Edgemont Financial Statements (the "Edgemont Balance Sheet");

(ii) those incurred in the ordinary course of business and not required to be set forth in the Edgemont Balance Sheet under IFRS; and

(iii) those incurred in the ordinary course of business since the date of the Edgemont Balance Sheet and consistent with past practice;

(bb) there are no actions, suits or proceedings in existence or pending or, to the knowledge of Edgemont or Edgemont AcquisitionCo, threatened or for which there is a reasonable basis, affecting or that would reasonably be expected to affect Edgemont or Edgemont AcquisitionCo or affecting or that would reasonably be expected to affect any of Edgemont's or Edgemont AcquisitionCo's property or Assets at law or equity or before or by any Governmental Authority which action, suit or proceeding involves a possibility of any judgment against or liability of Edgemont or Edgemont AcquisitionCo which, if successful, would reasonably be expected to cause an Edgemont Material Adverse Effect, or would significantly impede the ability of Edgemont or Edgemont AcquisitionCo to consummate the Amalgamation;

(cc) neither Edgemont nor any of its predecessors or affiliates 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 thereunder;

(dd) to the knowledge of Edgemont, Edgemont has not withheld from Laiva any material information or documents concerning Edgemont or its respective Assets or liabilities during the course of Laiva's review of Edgemont or Edgemont AcquisitionCo and their Assets. No representation or warranty contained herein and no statement contained in any schedule or other disclosure document provided or to be provided to Laiva by Edgemont pursuant hereto contains or will contain an untrue statement of a material fact which is necessary to make the statements herein or therein not misleading; and

(ee) the information contained in the documents, certificates and written statements (including this Agreement and the schedules and exhibits hereto) furnished to Laiva by or on behalf of Edgemont with respect to its Business (including the results of operations, financial condition and prospects of the Edgemont Business) for use in connection with this Agreement or the Transaction is true and complete in all material respects and does not, to the best of the knowledge of Edgemont after conducting an inquiry which a reasonably prudent person would make under the circumstances, omit to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There is no fact known to Edgemont that has not been disclosed to Laiva in writing that has had a Material Adverse Effect on or, so far as Edgemont can foresee, would reasonably be likely to have a Material Adverse Effect on any of the Edgemont entities (including the Edgemont Business and the results of operations, financial condition or prospects thereof).

PART 4 COVENANTS

Operation of Business by Laiva

4.1. From the date hereof to the Effective Date:

(a) unless Edgemont otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement, Laiva will:

(i) conduct the Business in the ordinary course consistent with past practice;

(ii) use reasonable efforts to preserve intact the current business organization of Laiva, keep available the services of the present employees and agents of Laiva and its subsidiaries and maintain good relations with, and the goodwill of, suppliers, clients, landlords and all other Persons having business relationships with Laiva; and

(iii) conduct the Business in accordance with the Laiva Work Budget.

(b) unless Laiva otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement, Edgemont will conduct its Business in the ordinary course consistent with past practice and Edgemont will use reasonable efforts to preserve intact the current business organization of Edgemont and its subsidiaries, keep available the services of the present employees and agents of Edgemont and its subsidiaries and maintain good relations with, and the goodwill of, investors, suppliers, clients, landlords and all other Persons having business relationships with Edgemont and its subsidiaries.

Negative Covenants

4.2. From the date hereof to the Effective Date, unless the Other Party otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement, as disclosed in a disclosure letter or in the ordinary course of business, neither Laiva nor Edgemont will:

(a) take any action (directly or indirectly) with respect to any of the following, except to the extent necessary to give effect to its obligations under or as expressly permitted by, this Agreement:

(i) amending its or its subsidiaries' Constating Documents;

(ii) any acquisition or disposition of Assets in excess of $100,000;

(iii) any acquisition or disposition of securities with a fair market value in an amount in excess of $100,000;

(iv) any change in its capitalization (including, but not limited to, any increase in the amount or maturity of its consolidated borrowings) or any conversion of an amount of short-term borrowings into long-term borrowings in an amount in excess of $100,000, except in respect of the Edgemont Concurrent Financing and/or the Laiva Private Placement for each of Edgemont and Laiva, respectively;

(v) split, combine or reclassify any shares or undertake any capital reorganization or combination thereof;

(vi) declaring or paying any dividend or declaring, authorizing or making any distribution of, on or in respect of any of its securities whether payable in cash, securities or otherwise;

(vii) any release or relinquishment of any rights under or make amendments to a Material Contract, an Authorization or a Permit;

(viii) the entering into any joint venture or similar agreement, arrangement or relationship;

(ix) the grant of any license or other right with respect to any property;

(x) except in connection with: (A) the exercise of any outstanding Edgemont Convertible Securities or Laiva Convertible Securities in accordance with their terms; (B) the Laiva Private Placement, and (C) the Edgemont Concurrent Financing, the issuance or purchase or other acquisition of any equity securities, including any securities convertible into, or rights, warrants or options to acquire, any equity securities;

(xi) agreeing or committing to the guarantee of payment of any material indebtedness;

(xii) making any material change in methods of accounting;

(xiii) canceling, waiving, releasing, assigning, settling or comprising any material claims or rights;

(xiv) granting any Lien on any of its Assets; and

(xv) amending, modifying or terminating any material insurance policy in effect on the date of this Agreement;

(b) grant to any employee any increase in compensation or in severance or termination pay, or enter into any employment agreement;

(c) enter into any written or oral agreements, commitments or contracts or amend its existing Material Contracts which, individually or in the aggregate, result in new or additional obligations being imposed in excess of $100,000, except for such commitments or contracts as are required in connection with the restart of the Laiva Project;

(d) in the case of Laiva, make any individual expenditure in excess of $25,000 from funds derived from the proceeds of the Laiva Private Placement, except for payment of the Outstanding Compensation and Executive Expenses;

(e) in the case of Edgemont, take, or fail to take, any action which would reasonably be expected to result in Edgemont ceasing to be a reporting issuer under the securities Laws of British Columbia, Alberta or Ontario, or being noted in default thereunder, or to result in the delisting or suspension of the Edgemont Shares from the CSE;

(f) fail to promptly advise the Other Party first orally and then in writing of any material change in its financial condition or operations that is likely to result in an Edgemont Material Adverse Effect on Edgemont in the case of Edgemont or a Laiva Material Adverse Effect on Laiva in the case of Laiva;

(g) enter into any transaction or perform any act which might:

(i) interfere or be inconsistent with the successful completion of the Amalgamation;

(ii) render inaccurate any of the representations and warranties set forth herein; or

(iii) adversely affect its ability to perform its covenants and agreements under this Agreement; and

(h) make, revoke or amend any Tax election, amend any Return, settle or compromise any action in respect of Taxes, consent to the extension of any extension or waiver of any limitation period applicable to Taxes, make any change in any method of accounting or auditing practice other than as required or contemplated by IFRS.

Proceedings

4.3. Each of Edgemont and Laiva will defend or cause to be defended any lawsuits or other legal proceedings brought against it or any affiliate or subsidiary thereof challenging this Agreement or the completion of the Amalgamation. Edgemont will not settle, compromise or release any claim brought by its present, former or purported holders of any of its securities in connection with the Amalgamation prior to the Effective Time without the prior written consent of Laiva.

Filings

4.4. Laiva and Edgemont will:

(a) cooperate and use their commercial reasonable efforts in:

(i) the preparation any disclosure documents required by the CSE in connection with the Transaction;

(ii) obtaining all Consents and Authorizations, including orders of any Governmental Authority, CSE and third parties as are necessary for the consummation of the Amalgamation and the Transaction; and

(iii) taking all such actions as may be required under or pursuant to the Act in connection with the Amalgamation;

(b) each furnish to one another, on a timely basis, all such information as may be required to prepare and submit any requisite filings to the CSE and complete the other actions required under this Section 4.4, and each hereby covenants that no information so furnished by it in writing in connection with such actions or otherwise in connection with the consummation of the Amalgamation will contain any untrue statement of a material fact or omit to state a material fact required to be stated in order to make any information so furnished, in light of the circumstances in which they were made, not misleading;

(c) each ensure that the information relating to it disclosed in any such filings will not contain any material misrepresentation;

(d) each promptly notify the Other Party if at any time before or after the Effective Time it becomes aware that any such filings contains a misrepresentation or any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances under which they were made and cooperate in the preparation of a supplement or amendment to any such filings, as the case may be, that corrects any such misstatement or omission;

(e) ensure that any such filings are prepared in compliance with the applicable provisions of the rules of CSE and applicable securities Laws; and

(f) cooperate with each other in connection with the preparation of documentation for submission to CSE and any other applicable regulatory authorities and keep each other informed of any requests or comments made by regulatory authorities in connection with such documentation.

Laiva Shareholder Approval

4.5. Laiva will use reasonable efforts to secure the Laiva Shareholder Approval in accordance with Section 2.2 hereof and will recommend to Laiva Shareholders to approve the Laiva Transaction Resolution.

Edgemont Shareholder Approval

4.6. Edgemont will use reasonable efforts to secure the Edgemont Shareholder Approval in accordance with Section 2.3 hereof and will recommend to Edgemont Shareholders to approve the Edgemont Transaction Resolution.

Consents

4.7. Laiva and Edgemont will use their commercially reasonable efforts to obtain all required third party consents, permits, approvals, authorizations, filings, assignments or waivers and amendments or terminations to any instrument or agreement and take such other measures as may be necessary to fulfil their obligations hereunder and to carry out the Transaction and the Amalgamation Agreement, including obtaining any shareholder approvals, consents or agreements as may be required under applicable Laws the rules and policies of the CSE and their constating documents to be able to fulfill their obligations hereunder and in connection with the delivery of all of the closing documents.

Laiva Technical Report and Laiva Financial Statements

4.8. Laiva shall furnish the Laiva Technical Report and the Laiva Financial Statements to Edgemont on or before July 31, 2025 for their inclusion in the materials to be submitted by Edgemont to the CSE pursuant to Section 2.5. Laiva shall use commercially reasonable efforts to obtain any necessary consents from any of its auditors, the authors of the Laiva Technical Report and any other advisors to the use of any financial or other expert information in its possession or under its control required to be included in the CSE Form 2A Listing Statement and to the identification in the CSE Form 2A Listing Statement of each such expert and/or for inclusion in any related filings (SEDAR+ or otherwise) pursuant to applicable securities Laws.

Laiva [name redacted] Settlement

4.9. Laiva shall use reasonable efforts to effect the Laiva [name redacted] Settlement on or before Closing.

Laiva [name redacted] Settlement

4.10. Upon the occurrence of the Laiva [name redacted] Settlement and the Laiva [name redacted] Settlement, and on or before Closing, the remaining balance of the Laiva [name redacted] shall be settled in Laiva Shares at a deemed price of $0.80 per Laiva Share, provided that the Laiva [name redacted] Settlement and the Laiva [name redacted] Settlement have occurred prior to Closing.

Laiva [name redacted] Settlement

4.11. Laiva shall use reasonable efforts to effect the Laiva [name redacted] Settlement on or before Closing.

Laiva [name redacted] Resolution

4.12. Laiva shall use reasonable efforts to effect the Laiva [name redacted] Resolution on or before Closing.

Dissent Rights

4.13. Laiva will promptly advise Edgemont of any written notice of dissent or purported exercise by any Laiva Shareholder of Dissent Rights received by Laiva in relation to the Laiva Transaction Resolution and any withdrawal of Dissent Rights received by Laiva.

Rectification of Corporate Records

4.14. Laiva and Edgemont and their respective officers and directors will, in consultation and cooperation with one another, rectify all material deficiencies and irregularities in the corporate records, record-keeping, resolutions, minutes, registers and other similar and related corporate documents customarily maintained in a body corporate's minute books as such deficiencies and irregularities are identified by the Other Party, as soon as practicable following the execution of this Agreement and, in any event, prior to the Effective Date, to the satisfaction of the Other Party, acting reasonably.

Public Announcements

4.15. Neither Edgemont nor Laiva will (and each such Party will use reasonable efforts to cause its Representatives not to), issue any press release, make any public announcement or public filing, conduct any interviews, or furnish any written statement to its employees or shareholders generally concerning the Amalgamation without the consent of the Other Party, such consent not to be unreasonably withheld, except to the extent required by applicable Laws or securities Laws (and in any such case, Edgemont or Laiva, as applicable, will, to the extent consistent with timely compliance with such requirement, consult with the Other Party prior to making the required release, announcement, filing or statement).

Notification of Certain Matters

4.16. Between the date hereof and the Effective Date, Laiva and Edgemont will give prompt notice in writing to each other of:

(a) any information that indicates that any of its representations or warranties contained herein was not true and correct as of the date hereof or will not be true and correct at and as of the Effective Time with the same force and effect as if made at and as of the Effective Time (except for changes specifically permitted or contemplated by this Agreement),

(b) the occurrence of any event that will result, or has a reasonable prospect of resulting, in the failure of any condition specified in Part 8 hereof to be satisfied, and

(c) any notice or other communication from any third party alleging that the Consent of such third party is or may be required in connection with the Amalgamation, or that the Amalgamation may otherwise violate the rights of or confer remedies upon such third party.

Listing

4.17. Edgemont will use its best efforts to have all of the Edgemont Shares issuable pursuant to, or as consequence of, the Amalgamation accepted for listing by CSE and to fulfill all of the conditions of such acceptance stipulated by the CSE. Laiva and Edgemont each will provide the other with all communications sent to or received from CSE or any Governmental Authority in connection with the Amalgamation.

Representations and Warranties

4.18. Each of Laiva and Edgemont covenants and agrees that from the date hereof until the termination of this Agreement, it will not take any action, or fail to take any action, which would or may reasonably be expected to result in its representations and warranties set out in Part 3 being untrue in any material respect at any time prior to the Effective Date or termination of this Agreement whichever is first.

PART 5 COMMITMENT TO THE AMALGAMATION

Facilitation of Transaction

5.1. Each of Laiva, Edgemont and Edgemont AcquisitionCo will use reasonable efforts to satisfy each of the conditions precedent to be satisfied by it and to take, or cause to be taken, all other actions and to do, or cause to be done, all other things necessary, proper or advisable under applicable Laws, including applicable securities Laws, to permit the completion of the Transaction in accordance with the provisions of this Agreement and the Amalgamation Agreement and to consummate and make effective all other transactions contemplated in and by this Agreement and the Amalgamation Agreement and each will cooperate with each other in connection with the foregoing, including:

(a) entering into and delivering the Closing Documents on or before the Effective Date;
(b) agreeing to such changes, modifications or amendments to the Amalgamation Agreement or the Transaction as either Laiva or Edgemont may reasonably request, provided any such change, modification or amendment would not adversely affect any Party hereto;
(c) using reasonable efforts to provide notice to, and obtain all necessary Consents and Authorizations, the failure of which to obtain would prevent the Parties from effecting the Transaction or may result in a Laiva Material Adverse Effect on Laiva or an Edgemont Material Adverse Effect on Edgemont;
(d) using reasonable efforts to effect or cause to be effected all necessary registrations and filings and submissions of information requested of it by any Governmental Authority, the failure of which to obtain would prevent the Parties hereto from effecting the Transaction or would result in a Laiva Material Adverse Effect on Laiva or an Edgemont Material Adverse Effect on Edgemont;
(e) using reasonable efforts to obtain the approval of the Laiva Transaction Resolution by the Laiva Shareholders;
(f) using reasonable efforts to obtain the approval of the Edgemont Transaction Resolution by the Edgemont Shareholders;
(g) using reasonable efforts to lift or rescind any injunction or restraining order or other order which may be entered against it, which injunction or order would prevent the Parties hereto from completing the Transaction;
(h) cooperating with each other in connection with any lawsuits or legal proceedings brought against any party or any affiliate thereof challenging this Agreement, or the completion of the Transaction, and keeping each other informed of any material information that becomes known to them in connection therewith;

(i) complying promptly with all requirements imposed by Law on its or its subsidiaries with respect to this Agreement, the Amalgamation Agreement or the Transaction; and
(j) not taking any action, or refraining from taking any commercially reasonable action, or permitting any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to prevent, delay or otherwise impede the consummation of the Transaction.

Notification

5.2. Each Party will promptly notify the Other Party of:

(a) in the case of Laiva, a Laiva Material Adverse Effect on Laiva or in the case of Edgemont, a Edgemont Material Adverse Effect on Edgemont;
(b) any notice or other communication from any person alleging that the consent (or waiver, permit, exemption, order, approval, agreement, amendment or confirmation) of such person is required in connection with this Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the Other Party);
(c) any notice or other communication from any Governmental Authority in connection with the Agreement or the Transaction (and contemporaneously provide a copy of any such notice or communication to the Other Party); or
(d) any legal or regulatory proceedings commenced or, to its knowledge, threatened against, relating to or involving or otherwise affecting such Party or that relate to this Agreement or the Transaction.

PART 6 ADDITIONAL AGREEMENTS

Acquisition Proposals

6.1. Except as expressly contemplated by this Agreement or to the extent that Edgemont, in its sole and absolute discretion, has otherwise consented to in writing, Laiva shall not, directly or indirectly, including through its subsidiary or its Representatives:

(a) make, initiate, solicit, or knowingly encourage or facilitate (including by way of furnishing or affording access to confidential information or any site visit), any inquiry, proposal or offer with respect to an Acquisition Proposal or that would reasonably be expected to constitute or lead to an Acquisition Proposal;
(b) participate directly or indirectly in any discussions or negotiations with, furnish confidential information to, any person (other than Edgemont) regarding an Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to constitute or lead to an Acquisition Proposal;
(c) accept, approve, endorse or recommend or publicly propose to accept, approve, endorse or recommend any Acquisition Proposal, or remain neutral with respect to, or agree to, approve or recommend, or propose publicly to agree, approve or

recommend any Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Acquisition Proposal for a period of no more than five Business Days after such Acquisition Proposal has been publicly announced shall be deemed not to constitute a violation of this Section 6.1(c)) provided the Laiva Board has rejected such Acquisition Proposal and affirmed the Laiva Board Recommendation before the end of such five Business Day period (or in the event that the Laiva Meeting is scheduled to occur within such five Business Day period, prior to the third Business Day prior to the date of the Laiva Meeting);

(d) make a Laiva Change of Recommendation; or
(e) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Acquisition Proposal ("Acquisition Agreement").

6.2. Laiva shall, and shall cause its subsidiary and Representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion, negotiation or other activities with any person (other than Edgemont, its subsidiary and their respective Representatives) with respect to any Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to constitute or lead to an Acquisition Proposal and, in connection therewith, Laiva will immediately discontinue access to and disclosure of any of its confidential information, including access to any data room, virtual or otherwise, to any person (other than access by Edgemont and its Representatives) and will as soon as possible, and in any event within two Business Days after the date hereof, request, and use its commercially reasonable efforts to exercise all rights it has (or cause its subsidiary to exercise any rights that they have) to require the return or destruction of all confidential information regarding Laiva or its subsidiary that was previously provided to any person (other than Edgemont and its Representatives) in connection with its consideration therewith to the extent such confidential information has not already been returned or destroyed and use commercially reasonable efforts to ensure that such obligations are fulfilled in accordance with the terms of such rights.

6.3. [Reserved].

6.4. Laiva shall promptly (and, in any event, within 24 hours of receipt by Laiva) notify Edgemont, at first orally and thereafter in writing, of any Acquisition Proposal (whether or not in writing) received by Laiva, any inquiry received by Laiva that could reasonably be expected to constitute or lead to an Acquisition Proposal, or any request received by Laiva for non-public information relating to Laiva in connection with an Acquisition Proposal or for access to the properties, books or records of Laiva by any person that informs Laiva that it is considering making an Acquisition Proposal, including a copy of the Acquisition Proposal, a description of the material terms and conditions of such inquiry or request and the identity of the person making such Acquisition Proposal, inquiry or request, and promptly provide to Edgemont such other information concerning such Acquisition Proposal, inquiry or request as Edgemont may reasonably request, including all material or substantive correspondence relating to such Acquisition Proposal. Thereafter, Laiva will keep Edgemont promptly and fully informed of the status, material developments and details of any such Acquisition Proposal, inquiry or request, including any material changes, modifications or other amendments thereto.

6.5. [Reserved]:

(a) [Reserved];
(b) [Reserved];
(c) [Reserved];
(d) [Reserved]; and
(e) [Reserved].

6.6. [Reserved].
6.7. [Reserved].
6.8. [Reserved].
6.9. [Reserved].

6.10. Laiva represents and warrants that, in the six months prior to the date of this Agreement, it has not waived or amended any confidentiality, standstill, non-disclosure or similar agreements, restrictions or covenants to which it or its subsidiary is party. Laiva agrees (i) not to, without the prior written consent of Edgemont, release any persons from, or terminate, modify, amend or waive the terms of, any confidentiality agreement or standstill agreement or standstill provisions in any such confidentiality agreement that Laiva entered into prior to the date thereof, (ii) to use its commercially reasonable efforts to promptly and diligently enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date thereof or enter into after the date thereof; provided, however, in each case that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of this Section 6.10.

6.11. Without limiting the generally of the foregoing, Laiva shall ensure that its subsidiary and Representatives are aware of the provisions of this Section 6 (Acquisition Proposals), and Laiva shall be responsible for any breach of this Section 6 (Acquisition Proposals) by its subsidiary or Representatives.

6.12. Nothing contained in this Agreement shall prohibit Laiva or the Laiva Board from calling and/or holding a shareholder meeting requisitioned by shareholders in accordance with the ABCA or complying with any order of a Governmental Authority that was not solicited, supported or encouraged by Laiva or any of its Representatives.

Edgemont Acquisition Proposals

6.13. Except as expressly contemplated by this Agreement, in connection with the Edgemont Concurrent Financing, or to the extent that Laiva, in its sole and absolute discretion, has otherwise consented to in writing, Edgemont shall not, directly or indirectly, including through its subsidiary or its Representatives:

would reasonably be expected to constitute or lead to an Edgemont Acquisition Proposal;

(b) participate directly or indirectly in any discussions or negotiations with, furnish confidential information to, any person (other than Laiva and its subsidiary) regarding an Edgemont Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to constitute or lead to an Edgemont Acquisition Proposal, provided that, Edgemont may contact any person making an Edgemont Acquisition Proposal solely to clarify the terms and conditions of such Edgemont Acquisition Proposal or advise such person that such Edgemont Acquisition Proposal does not constitute and/or would not reasonably be expected to constitute or lead to, an Edgemont Superior Proposal;

(c) accept, approve, endorse or recommend or publicly propose to accept, approve, endorse or recommend any Edgemont Acquisition Proposal, or remain neutral with respect to, or agree to, approve or recommend, or propose publicly to agree, approve or recommend any Edgemont Acquisition Proposal (it being understood that publicly taking no position or a neutral position with respect to an Edgemont Acquisition Proposal for a period of no more than five Business Days after such Edgemont Acquisition Proposal has been publicly announced shall be deemed not to constitute a violation of this Section 6.13(c)) provided the Edgemont Board has rejected such Edgemont Acquisition Proposal and affirmed the Edgemont Board Recommendation before the end of such five Business Day period;

(d) make an Edgemont Change of Recommendation; or

(e) accept, enter into, or propose publicly to accept or enter into, any agreement, understanding or arrangement effecting or related to any Edgemont Acquisition Proposal ("Edgemont Acquisition Agreement") (other than an Acceptable Edgemont Confidentiality Agreement in accordance with Section 6.15).

6.14. Edgemont shall, and shall cause its subsidiary and Representatives to, immediately cease and terminate any existing solicitation, encouragement, discussion, negotiation or other activities with any person (other than Laiva, its subsidiary and their respective Representatives) with respect to any Edgemont Acquisition Proposal or any inquiry, proposal or offer that would reasonably be expected to constitute or lead to an Edgemont Acquisition Proposal and, in connection therewith, Edgemont will immediately discontinue access to and disclosure of any of its confidential information, including access to any data room, virtual or otherwise, to any person (other than access by Laiva and its Representatives); provided that, for greater certainty, Edgemont may continue to provide access to and disclosure of any of its confidential information, including access to any data room, virtual or otherwise, to any person to whom access has been provided on the date hereof in connection with any prospective transaction that would be expressly permitted by Section 4.2 that does not constitute an Edgemont Acquisition Proposal and could not reasonably be expected to constitute or lead to an Edgemont Acquisition Proposal.

6.15. Notwithstanding anything to the contrary contained in this Agreement, in the event that Edgemont receives a bona fide written Edgemont Acquisition Proposal from any person after the date thereof and prior to Edgemont obtaining the Edgemont Shareholder Approval that did not result from a breach of this Section 6 (Edgemont Acquisition Proposals) (it being understood that Edgemont will not be in breach of this Section 6 (Edgemont Acquisition Proposals) if Edgemont or its Representatives contact the person who has made an Edgemont Acquisition Proposal for

the sole purpose of clarifying the terms and conditions of such Edgemont Acquisition Proposal), and subject to Edgemont's compliance with Section 6.16 Edgemont and its Representatives may (i) furnish or provide access to or disclosure of information with respect to it to such person pursuant to an Acceptable Edgemont Confidentiality Agreement, if and only if (x) Edgemont provides a copy of such Acceptable Edgemont Confidentiality Agreement to Laiva promptly upon its execution and (y) Edgemont promptly (and in any event within one day) provides to Laiva any non-public information concerning Edgemont that is provided to such person which was not previously provided to Laiva or its Representatives, and (ii) engage in or participate in any discussions or negotiations regarding such Edgemont Acquisition Proposal; provided, however, that, prior to taking any action described in clauses (i) or (ii) above, the Edgemont Board determines in good faith, after consultation with its financial advisors and outside legal counsel, that such Edgemont Acquisition Proposal (disregarding any financing or due diligence or access condition) would, if consummated in accordance with its terms, constitutes or could reasonably be expected to constitute or lead to an Edgemont Superior Proposal.

6.16. Edgemont shall promptly (and, in any event, within 24 hours of receipt by Edgemont) notify Laiva, at first orally and thereafter in writing, of any Edgemont Acquisition Proposal (whether or not in writing) received by Edgemont, any inquiry received by Edgemont that could reasonably be expected to constitute or lead to an Edgemont Acquisition Proposal, or any request received by Edgemont for non-public information relating to Edgemont in connection with an Edgemont Acquisition Proposal or for access to the properties, books or records of Edgemont by any person that informs Edgemont that it is considering making an Edgemont Acquisition Proposal, including a copy of the Edgemont Acquisition Proposal, a description of the material terms and conditions of such inquiry or request and the identity of the person making such Edgemont Acquisition Proposal, inquiry or request, and promptly provide to Laiva such other information concerning such Edgemont Acquisition Proposal, inquiry or request as Laiva may reasonably request, including all material or substantive correspondence relating to such Edgemont Acquisition Proposal. Thereafter, Edgemont will keep Edgemont promptly and fully informed of the status, material developments and details of any such Edgemont Acquisition Proposal, inquiry or request, including any material changes, modifications or other amendments thereto.

6.17. Notwithstanding Section 6.13, or anything to the contrary in this Agreement, in the event Edgemont receives an Edgemont Acquisition Proposal that constitutes an Edgemont Superior Proposal from any person after the date hereof and prior to Edgemont obtaining the Edgemont Shareholder Approval, then, the Edgemont Board may (1) make an Edgemont Change of Recommendation and/or (2) enter into any Edgemont Acquisition Agreement with respect to such Edgemont Superior Proposal, but only if:

(a) Edgemont has complied and continues to be in compliance in all material respects with this Section 6.17 in connection with the preparation or making of such Edgemont Acquisition Proposal and Edgemont has complied in all material respects with the other terms of this Section 6.17;

(b) Edgemont has given written notice to Laiva that it has received such Edgemont Superior Proposal and that the Edgemont Board has determined that (x) such Edgemont Acquisition Proposal constitutes an Edgemont Superior Proposal and (y) the Edgemont Board intends to (1) make an Edgemont Change of Recommendation or (2) enter into an Edgemont Acquisition Agreement with respect to such Edgemont Superior Proposal, together with a summary of the material terms of any proposed Edgemont Acquisition Agreement or other agreement relating to such Edgemont Superior Proposal (together with a copy of

such agreement and any ancillary agreements and supporting materials) to be executed with the person making such Edgemont Superior Proposal, and, if applicable, a written notice from the Edgemont Board regarding the value or range of values in financial terms that the Edgemont Board has, in consultation with its financial advisors, determined should be ascribed to any non-cash consideration offered in the Edgemont Superior Proposal;

(c) a period of five full Business Days (such period being the “Edgemont Superior Proposal Notice Period”) shall have elapsed from the later of the date Laiva received the notice from Edgemont referred to in Section 6.17(a) and, if applicable, the notice from the Edgemont Board with respect to any non-cash consideration as contemplated in Section 6.17(a), and the date on which Laiva received the summary of material terms and copies of agreements and supporting materials set out in Section 6.17(a);

(d) if Laiva has proposed to amend the terms of the Transaction in accordance with Section 6.18, the Edgemont Board shall have determined in good faith, after consultation with its financial advisors and outside legal counsel, that (A) the Edgemont Acquisition Proposal remains an Edgemont Superior Proposal (if applicable, as compared to the Transaction as proposed to be amended by Laiva under to Section 6.18) and (B) the failure to make an Edgemont Change of Recommendation or to cause Edgemont to terminate this Agreement to enter into an Edgemont Acquisition Agreement with respect to such Edgemont Superior Proposal would be inconsistent with the Edgemont Board’s fiduciary duties; and

(e) in the case of Edgemont exercising its rights under clause (2) of this Section 6.17, prior to or concurrently with entering into an Edgemont Acquisition Agreement with respect to such Edgemont Superior Proposal, Edgemont terminates this Agreement pursuant to Section 7.3(b) [Edgemont Superior Proposal].

6.18. Edgemont acknowledges and agrees that during the Edgemont Superior Proposal Notice Period or such longer period as Edgemont may approve for such purpose, Laiva shall have the right, but not the obligation, to propose to amend the terms of this Agreement and the Transaction in accordance with this Section 6.18. The Edgemont Board will review in good faith any offer made by Laiva to amend the terms of this Agreement and the Arrangement in order to determine, in consultation with its financial advisors and outside legal counsel, whether the proposed amendments would, upon acceptance, result in the Edgemont Acquisition Proposal that previously constituted an Edgemont Superior Proposal ceasing to be an Edgemont Superior Proposal. If the Edgemont Board determines that such Edgemont Acquisition Proposal would cease to be an Edgemont Superior Proposal as a result of the amendments proposed by Laiva, Edgemont will forthwith so advise Laiva and the Parties will amend the terms of this Agreement and the Transaction to reflect such offer made by Laiva, and the Parties agree to take such actions and execute such documents as are necessary to give effect to the foregoing. If the Edgemont Board continues to believe in good faith, after consultation with its financial advisors and outside legal counsel, that such Edgemont Acquisition Proposal remains an Edgemont Superior Proposal and therefore rejects Laiva’s offer to amend this Agreement and the Transaction, if any, Edgemont may, subject to compliance with the other provisions hereof, make a Edgemont Change of Recommendation and/or enter into an Edgemont Acquisition Agreement with respect to such Edgemont Superior Proposal.

6.19. Each successive modification of any Edgemont Acquisition Proposal shall constitute a new Edgemont Acquisition Proposal for the purposes of Section 6.17 and shall require a new five full Business Day Edgemont Superior Proposal Notice Period from the date described in Section 6.17(c) with respect to such new Edgemont Acquisition Proposal.

6.20. The Edgemont Board shall reaffirm the Edgemont Board Recommendation by news release promptly after (i) the Edgemont Board has determined that any Edgemont Acquisition Proposal is not an Edgemont Superior Proposal if the Edgemont Acquisition Proposal has been publicly announced or made; or (ii) the Edgemont Board makes the determination referred to in Section 6.18 that an Edgemont Acquisition Proposal that has been publicly announced or made and which previously constituted an Edgemont Superior Proposal has ceased to be an Edgemont Superior Proposal, and the Parties have so amended the terms of this Agreement and the Transaction. Laiva and its outside legal counsel shall be given a reasonable opportunity to review and comment on the form and content of any such news release and Edgemont shall give reasonable consideration to all amendments to such press release requested by Laiva and its outside legal counsel.

6.21. Notwithstanding the foregoing or any other provisions of this Agreement, the Edgemont Board has the right to respond, within the time and in the manner required by NI 62-104 and similar provisions under Securities Laws relating to the provision of a directors' circular in respect of an Edgemont Acquisition Proposal or otherwise as required or permitted by applicable Securities Laws to an Edgemont Acquisition Proposal that it determines is not an Edgemont Superior Proposal, provided that (i) in the good faith judgement of the Edgemont Board, after consultation with outside legal counsel, failure to make such disclosure would be inconsistent with its fiduciary duties under applicable Law, (ii) Edgemont provides Laiva and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any such disclosure, including but not limited to the directors' circular or otherwise, and (iii) Edgemont considers all reasonable amendments to such disclosure as requested by Laiva and its outside legal counsel, acting reasonably. Further, nothing in this Agreement shall in any event prevent the Edgemont Board from making any disclosure to the Edgemont Shareholders if the Edgemont Board, acting in good faith and upon the advice of its outside legal and financial advisors, shall have first determined that the failure to make such disclosure would be inconsistent with the fiduciary duties of the Edgemont Board or such disclosure is otherwise required under Law; provided that Edgemont shall provide Laiva and its outside legal counsel with a reasonable opportunity to review and comment on the form and content of any disclosure to be made pursuant to this Section 6.21 and shall give reasonable consideration to such comments.

6.22. Edgemont represents and warrants that, in the six months prior to the date of this Agreement, it has not waived or amended any confidentiality, standstill, non-disclosure or similar agreements, restrictions or covenants to which it or its subsidiary is party. Edgemont agrees (i) not to, without the prior written consent of Laiva, release any persons from, or terminate, modify, amend or waive the terms of, any confidentiality agreement or standstill agreement or standstill provisions in any such confidentiality agreement that Edgemont entered into prior to the date thereof, (ii) to use its commercially reasonable efforts to promptly and diligently enforce all standstill, non-disclosure, non-disturbance, non-solicitation and similar covenants that it has entered into prior to the date thereof or enter into after the date thereof, provided, however, in each case that the Parties acknowledge and agree that the automatic termination or release of any such agreement, restriction or covenant in accordance with their terms shall not be a violation of this Section 6.22.

6.23. Without limiting the generally of the foregoing, Edgemont shall ensure that its subsidiary and Representatives are aware of the provisions of this Section 6 (Edgemont Acquisition Proposals), and Edgemont shall be responsible for any breach of this Section 6 (Edgemont Acquisition Proposals) by its subsidiary or Representatives.

6.24. Nothing contained in this Agreement shall prohibit Edgemont or the Edgemont Board from calling and/or holding a shareholder meeting requisitioned by shareholders in accordance with the BCBCA or complying with any order of a Governmental Authority that was not solicited, supported or encouraged by Edgemont or any of its Representatives.

PART 7 TERMINATION

Termination

7.1. Termination By Mutual Consent. This Agreement may be terminated at any time prior to the Effective Time by mutual written consent of Laiva and Edgemont.

7.2. Termination by either Laiva or Edgemont. This Agreement may be terminated by either Laiva or Edgemont at any time prior to the Effective Time:

(a) if the Effective Time does not occur on or before the Outside Date, except that the right to terminate this Agreement under this Section 7.2(a) shall not be available to any Party whose failure to fulfil any of its obligations or breach of any of its representations and warranties under this Agreement has been a principal cause of, or resulted in, the failure of the Effective Time to occur by the Outside Date;

(b) if the Laiva Shareholder Approval is not received on or before the date that is 20 Business Days before the Outside Date in accordance with applicable Laws, except that the right to terminate this Agreement under this Section 7.2(b) shall not be available to any Party whose failure to fulfil any of its obligations or breach of any of its representations and warranties under this Agreement has been a principal cause of, or resulted in, the failure to receive Laiva Shareholder Approval;

(c) if the Edgemont Shareholder Approval is not received on or before the date that is 20 Business Days before the Outside Date in accordance with applicable Laws, except that the right to terminate this Agreement under this Section 7.2(c) shall not be available to any Party whose failure to fulfil any of its obligations or breach of any of its representations and warranties under this Agreement has been a principal cause of, or resulted in, the failure to receive the Edgemont Shareholder Approval; or

(d) after the date hereof, if any Law is enacted or made that remains in effect and that makes the completion of the Amalgamation or the transactions contemplated by this Agreement illegal or otherwise prohibited, and such Law has become final and non-appealable, except that the right to terminate this Agreement under this Section 7.2(d) shall not be available to any Party unless such Party has used its commercially reasonable efforts to, as applicable, appeal or overturn such Law or otherwise have it lifted or rendered non-applicable in respect of the Arrangement.

7.3. Termination by Edgemont. This Agreement may be terminated by Edgemont at any time prior to the Effective Time if:

(a) either (A) the Laiva Board or any committee thereof fails to make a recommendation that the Laiva Shareholders vote in favour of the Laiva Transaction Resolution as contemplated in Section 4.5 or Laiva or the Laiva Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to Edgemont, the Laiva Board Recommendation (it being understood that publicly taking no position or a neutral position by Laiva and/or the Laiva Board with respect to an Acquisition Proposal for a period exceeding five Business Days after an Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change), (B) the Laiva Board, or any committee thereof, accepts, approves, endorses or recommends any Acquisition Proposal or proposes publicly to accept, approve, endorse or recommend any Acquisition Proposal, or (C) Edgemont requests that the Laiva Board reaffirm its recommendation that the Laiva Shareholders vote in favour of the Laiva Transaction Resolution and the Laiva Board shall not have done so by the fifth Business Day following receipt of such request (each of the foregoing a "Laiva Change of Recommendation");

(b) at any time prior to Edgemont obtaining the Edgemont Shareholder Approval, the Edgemont Board authorizes Edgemont to enter into an Edgemont Acquisition Agreement (other than an Acceptable Edgemont Confidentiality Agreement) with respect to an Edgemont Superior Proposal in accordance with Section 6.17;

(c) Laiva breaches Section 6 (Acquisition Proposals) in any material respect and such breach has not been remedied within 10 Business Days;

(d) subject to compliance with Section 8.4, Laiva breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied, in each case in any material respect, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 8.4, provided, however, that any wilful breach shall be deemed incapable of being cured and Edgemont is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 8.2 or Section 8.3 not to be satisfied; or

(e) a Laiva Material Adverse Effect has occurred after the date of this Agreement and is continuing.

7.4. Termination by Laiva. This Agreement may be terminated by Laiva at any time prior to the Effective Time if:

(a) either (A) the Edgemont Board or any committee thereof fails to make a recommendation that the Edgemont Shareholders vote in favour of the Edgemont Transaction Resolution as contemplated in Section 4.6 and Section 6.20. or Edgemont or the Edgemont Board, or any committee thereof, withdraws, modifies, qualifies or changes in a manner adverse to Laiva, the Edgemont Board Recommendation (it being understood that publicly taking no position or a neutral position by Edgemont and/or the Edgemont Board with respect to an Edgemont Acquisition Proposal for a period exceeding five Business Days after an Edgemont

Acquisition Proposal has been publicly announced shall be deemed to constitute such a withdrawal, modification, qualification or change, (B) the Edgemont Board, or any committee thereof, accepts, approves, endorses or recommends any Edgemont Acquisition Proposal or proposes publicly to accept, approve, endorse or recommend any Edgemont Acquisition Proposal, or, (C) Laiva requests that the Edgemont Board reaffirm its recommendation that the Edgemont Shareholders vote in favour of the Edgemont Transaction Resolution and the Edgemont Board shall not have done so by the fifth Business Day following receipt of such request (each of the foregoing an “Edgemont Change of Recommendation”);

(b) [Reserved];

(d) subject to compliance with Section 8.4, if Edgemont breaches any of its representations, warranties, covenants or agreements contained in this Agreement, which breach would cause any of the conditions set forth in Section 8.2 or Section 8.3 not to be satisfied, in each case in any material respect, and such breach is incapable of being cured or is not cured in accordance with the terms of Section 8.4, provided, however, that any wilful breach shall be deemed incapable of being cured and Laiva is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 8.1 or Section 8.3 not to be satisfied; or

(e) an Edgemont Material Adverse Effect has occurred after the date of this Agreement and is continuing.

Termination Fee

7.5. “Termination Fee Event” means any of the following events:

(a) this Agreement shall have been terminated:

(i) by Edgemont pursuant to 7.2(b) [Failure to Obtain Laiva Shareholder Approval],

(ii) by Edgemont pursuant to Section 7.3(d) [Breach of Laiva Representations, Warranties or Covenants], or

(iii) by Laiva pursuant to Section 7.2(c) [Failure to Obtain Edgemont Shareholder Approval], if at the time of such termination, Edgemont was entitled to terminate this Agreement pursuant to Section 7.2(b) [Failure to Obtain Laiva Shareholder Approval],

and both: (1) prior to such termination, an Acquisition Proposal shall have been made to Laiva or the Laiva Shareholders after the date hereof and shall not have been withdrawn; and (2) Laiva shall have either (x) completed any Acquisition Proposal within 12 months after this Agreement is terminated or (y) entered into an Acquisition Agreement in respect of any Acquisition Proposal within 12 months after this Agreement is terminated, which Acquisition Proposal is subsequently

completed (whether before or after the expiry of such 12-month period), provided, however, that for the purposes of this Section 7.5(a) all references to “20%” in the definition of Acquisition Proposal shall be changed to “50%”;

(b) this Agreement shall have been terminated by Edgemont pursuant to Section 7.3(a) [Laiva Change of Recommendation];

(d) this Agreement shall have been terminated by Edgemont pursuant to Section 7.3(e) [Laiva Material Adverse Effect];

(e) this Agreement shall have been terminated by Edgemont pursuant to Section 7.3(c) [Material Breach of Laiva Non-Solicitation Covenants]; or

(f) this Agreement shall have been terminated by either Laiva or Edgemont pursuant to Section 7.2(b) [Failure to Obtain Laiva Shareholder Approval], if at the time of such termination, Edgemont was entitled to terminate this Agreement pursuant to Section 7.3(a) [Laiva Change of Recommendation].

7.6. If a Termination Fee Event occurs, Laiva shall pay to Edgemont a termination fee of $500,000 (the "Termination Fee") by wire transfer in immediately available funds to an account specified by Edgemont as follows:

(a) in the case of a Termination Fee Event referred to in Section 7.5(a), Laiva shall pay the Termination Fee to Edgemont within one Business Day following the completion of the applicable Acquisition Proposal;

(b) in the case of a Termination Fee Event referred to in Section 7.5(e) or 7.5(f), Laiva shall pay the Termination Fee to Edgemont within one Business Day following such termination; and

(c) in the case of a Termination Fee Event referred to in Section 7.5(b), Laiva shall pay the Termination Fee to Edgemont concurrently with such termination.

7.7. If this Agreement shall have been terminated for any reason by either Party or mutually by both Parties, Laiva shall pay all amounts owing under the Bridge Loan by wire transfer in immediately available funds to an account specified by Edgemont to Edgemont concurrently with such termination.

7.8. If this Agreement shall have been terminated for any reason by either Party or mutually by both Parties, Laiva shall pay a fee equal to 10% of the sum of:

(a) the gross proceeds raised under the Laiva Private Placement, and

(b) an amount equal to the value of the Laiva [name redacted] Settlement, the Laiva [name redacted] Settlement, and the [name redacted] Liabilities,

(the "Laiva Private Placement Fee"), by wire transfer in immediately available funds to an account specified by Edgemont to Edgemont concurrently with such termination.

7.9. If this Agreement shall have been terminated for any reason by either Party or mutually by both Parties, Laiva shall pay a fee equal to the amount of Edgemont's reasonable expenses incurred in connection with the Transaction as an operating expense reimbursement (the "Laiva Operating Expense Fee") by wire transfer in immediately available funds to an account specified by Edgemont to Edgemont concurrently with such termination.

7.10. Except as otherwise specified herein, each Party will pay its respective legal and accounting costs, fees and expenses incurred in connection with the preparation, execution and delivery of this Agreement and all documents and instruments executed pursuant to this Agreement and any other costs, fees and expenses whatsoever and howsoever incurred, and will indemnify and save harmless the others from and against any claim for any broker's, finder's or placement fee or commission alleged to have been incurred as a result of any action by it in connection with the transactions hereunder. Edgemont shall pay all filing fees or similar fees payable to a Governmental Authority and applicable Taxes in connection with a Regulatory Approval.

7.11. Each of the parties acknowledges that the agreements contained in this Section 7 (Termination Fee) are an integral part of the transactions contemplated in this Agreement and that without these agreements, the Parties would not enter into this Agreement.

7.12. Each Party acknowledges that all of the payment amounts set out in this Section 7 (Termination Fee) are payments in consideration for the disposition of the rights of the Party entitled to receive such payment under this Agreement and represent liquidated damages which are a genuine pre-estimate of the damages which the Party entitled to receive such payment will suffer or incur as a result of the event giving rise to such payment and the resultant termination of this Agreement and are not penalties. Each Party irrevocably waives any right that it may have to raise as a defence that any such liquidated damages are excessive or punitive. For greater certainty, the Parties agree that the payment of an amount pursuant to this Section 7 (Termination Fee) in the manner provided herein is the sole and exclusive remedy of the Party entitled to receive such payment in respect of the event giving rise to such payment, provided, however, that nothing contained in this Section 7 (Termination Fee), and no payment of any such amount, shall relieve or have the effect of relieving a Party in any way from liability for damages incurred or suffered by the other Party as a result of an intentional or wilful breach of this Agreement, including the intentional or wilful making of a misrepresentation in this Agreement and nothing contained in this Section 7 (Termination Fee) shall preclude a Party from seeking injunctive relief in accordance with Section 11.7 to restrain the breach or threatened breach of the covenants or agreements set forth in this Agreement or the Confidentiality Agreement or otherwise to obtain specific performance of any of such acts, covenants or agreements, without the necessity of posting a bond or security in connection therewith.

Void upon Termination

7.13. If this Agreement is terminated pursuant to Section 7 (Termination), this Agreement shall become void and of no force and effect and no Party will have any liability or further obligation to the other Party hereunder, except that (i) any liability of Laiva to pay a Termination Fee that is unpaid at the time of termination of this Agreement, and (ii) the provisions of Section 7 (Termination Fee), this Section 7.13 and Article 8 shall survive any termination hereof pursuant to Section 7 (Termination), provided, however, that neither the termination of this Agreement nor anything contained in Section 7 (Termination Fee) or this Section 7.12 will relieve any Party from any liability for any intentional or wilful breach by it of this Agreement, including any intentional or wilful making of a misrepresentation in this Agreement. Notwithstanding anything to the contrary

contained in this Agreement, the Confidentiality Agreement shall survive any termination hereof pursuant to Section 7 (Termination).

PART 8 CONDITIONS

Conditions for the Benefit of Edgemont

8.1. The obligations of Edgemont and Edgemont Acquisition Co to complete the Amalgamation will be subject to the fulfilment, or the waiver by Edgemont, of the following conditions on or before the Effective Time, each of which is for the exclusive benefit of Edgemont and may be waived by Edgemont at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have:

(a) Laiva will have complied in all material respects with its covenants in this Agreement on or before the Effective Time and Edgemont will have no actual knowledge of the contrary;

(b) the representations and warranties of Laiva set forth in this Agreement will be true and correct in all material respects on and as of the Effective Time (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(c) no judgment or order will have been issued by any Governmental Authority, no action, suit, or proceeding will have been taken by any person, and no Law, regulation or policy will have been proposed, enacted, or promulgated or applied,

(i) which could reasonably be expected to enjoin, prohibit or impose material limitations or conditions on the completion of the Amalgamation; or

(ii) that, if the Amalgamation was completed, could reasonably be expected to result in an Edgemont Material Adverse Effect;

(d) the Pooling and Investor Rights Agreement will have been entered into by the applicable parties thereto;

(e) the Laiva Amended Management Agreements will have been entered into by the applicable parties thereto;

(f) the Laiva [name redacted] Settlement shall have occurred;

(g) the Laiva [name redacted] Settlement shall have occurred;

(h) the Laiva [name redacted] Settlement shall have occurred;

(i) the Laiva [name redacted] Resolution shall have occurred;

(j) the Laiva Shareholder Approval will have been obtained;

(k) Laiva will have entered into customary agreements granting Edgemont security over Laiva's personal property to secure its obligations to pay the Termination Fee,

the Laiva Private Placement Fee and the Laiva Operating Expense Fee on or prior to the closing of a minimum of $7,500,000 in aggregate gross proceeds under the Laiva Private Placement;

(l) Laiva will have delivered all Closing Documents required to be delivered by it;

(m) other than as contemplated in this Agreement, Laiva will not have issued any Laiva Shares, or Laiva Convertible Securities following the date of this Agreement;

(n) if Laiva elects to approve the Laiva Transaction Resolution by way of holding the Laiva Meeting, the number of Dissenting Shareholders will not represent, in the aggregate, in excess of 5% of the Laiva Shares issued and outstanding prior to the Laiva Meeting;

(o) all necessary documents to be entered into in order to give effect to the Amalgamation will be in form and substance satisfactory to Edgemont, acting reasonably; and

(p) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has been, or could reasonably be expected to result in, a Laiva Material Adverse Effect.

Conditions for the Benefit of Laiva

8.2. The obligations of Laiva to complete the Amalgamation will be subject to the fulfilment, or the waiver by Laiva, of the following conditions on or before the Effective Time, each of which is for the exclusive benefit of Laiva and may be waived by Laiva at any time, in whole or in part, in its sole discretion without prejudice to any other rights that it may have:

(a) Edgemont will have complied in all material respects with its covenants in this Agreement on or before the Effective Time and Laiva will have no actual knowledge of the contrary;

(b) the transactions contemplated herein shall have been approved by the CSE;

(c) the representations and warranties of Edgemont set forth in this Agreement will be true and correct in all material respects on and as of the Effective Time (as if made on and as of that time) except as affected by transactions contemplated or permitted by this Agreement and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) no judgment or order will have been issued by any Governmental Authority, no action, suit or proceeding will have been taken by any person, and no Law, regulation or policy will have been proposed, enacted, or promulgated or applied,

(i) which could reasonably be expected to have the effect to cease trade in any of the securities of Edgemont or Laiva or enjoin, prohibit or impose material limitations or conditions on the completion of the Transaction, or

(ii) that, if the Amalgamation was completed, could reasonably be expected to result in an Edgemont Material Adverse Effect or a Laiva Material Adverse Effect;

(e) in connection with the settlement of the Laiva Liabilities, the Outstanding Compensation and Executive Expenses shall have been paid on or prior to the closing of the Laiva Private Placement;

(f) in connection with the settlement of the Laiva Liabilities, [amount redacted] Laiva Units shall have been issued to the Executives in full satisfaction of the Severance Amounts, and [amount redacted] Laiva Units shall have been issued to [name redacted] in full satisfaction of the [name redacted] Liabilities;

(g) the Edgemont Shareholder Approval will have been obtained;

(h) the Edgemont AcquisitionCo Amalgamation Resolution will have been approved by Edgemont as the sole shareholder of Edgemont AcquisitionCo;

(i) Edgemont will have delivered all Closing Documents required to be delivered by it;

(j) all necessary documents to be entered into in order to give effect to the Amalgamation will be in form and substance satisfactory to Laiva, acting reasonably;

(k) since the date hereof, there will not have been any change, condition, event or occurrence that, individually or in the aggregate, has been, or could reasonably be expected to result in, an Edgemont Material Adverse Effect;

(l) Edgemont AcquisitionCo will have no outstanding indebtedness or liabilities;

(m) if Laiva elects to approve the Laiva Transaction Resolution by way of holding the Laiva Meeting, the number of Dissenting Shareholders will not represent, in the aggregate, in excess of 5% of the Laiva Shares issued and outstanding prior to the Laiva Meeting;

(n) Edgemont shall not have any liabilities on the Closing Date, other than liabilities disclosed or reflected in the Edgemont Financial Statements or disclosed in writing to Laiva or incurred in the ordinary course of business following the dates of the Edgemont Financial Statements or liabilities solely consisting of reasonably accrued legal and accounting expenses incurred in connection with the Amalgamation;

(o) Edgemont will not have issued any Edgemont Shares, or warrants, options, or other rights to acquire Edgemont Shares following the date of this Agreement;

(p) other than Edgemont AcquisitionCo, which is a wholly owned subsidiary of the Edgemont, Edgemont will have no subsidiaries;

(q) the Edgemont Shares and other convertible securities of Edgemont issuable to Laiva Shareholders and holders of Laiva Convertible Securities at the Effective Time will be issued pursuant to exemptions from the prospectus requirements of

the Securities Act (British Columbia) and shall be exempt from the registration requirements of the U.S. Securities Act and applicable laws of any state of the United States; and

(r) Edgemont will be not in default of any of its obligations as a reporting issuer or as a CSE listed issuer.

Mutual Conditions

8.3. The obligations of the Parties to complete the transactions contemplated by this Agreement shall be subject to the satisfaction of the following conditions at or before the Effective Time (any of which may be waived by the mutual agreement of the Parties):

(a) there being exemptions from the prospectus requirements of the Securities Act (British Columbia) available to facilitate the distribution of Edgemont Shares issuable to Laiva Shareholders at the Effective Time;

(b) the issuance of Edgemont Shares to U.S. Laiva Shareholders shall be exempt from registration under the U.S. Securities Act, and from registration under all applicable U.S. state securities laws;

(d) the Edgemont Concurrent Financing will have been completed;

(e) together, the Laiva Private Placement and the Edgemont Concurrent Financing will have been completed for aggregate gross proceeds of at least $15,000,000;

(f) Edgemont shall have completed the Consolidation prior to the Effective Time;

(g) the Effective Date will occur on or before the Outside Date;

(h) effective upon the Closing, Edgemont shall change its name to "Laiva Gold Corporation", or such other name as Edgemont and Laiva shall agree;

(i) effective upon the Closing, the board of directors of the Resulting Issuer shall be reconstituted to consist of five (5) members, comprising the following persons: one (1) nominee of Laiva, being [name redacted], and four (4) nominees of Edgemont, being [names redacted] and two (2) nominees to be determined prior to Closing;

(j) effective upon the Closing, the management shall be reconstituted to comprise persons to be mutually agreed to by Edgemont and Laiva prior to Closing;

(k) all necessary documents, approvals and consents shall be obtained to effect the appointments to the board of directors and the management of the Resulting Issuer described in Sections 8.3(i) and 8.3(j);

(l) neither Edgemont nor Laiva shall have issued any further securities without the consent of the other Party, other than as contemplated herein, including in connection with the Edgemont Concurrent Financing and the Laiva Private Placement;

(m) no provision of any applicable Law and no judgment, injunction, order or decree shall be in effect which restrains or enjoins or otherwise prohibits the consummation of the Amalgamation;

(n) the appropriate approval of any Governmental Authority, including all Consents, waivers, permits, orders and Authorizations of any such Governmental Authority in connection with, or required to permit, the consummation of the transactions contemplated hereby, the failure to obtain which or the non-expiry of which would constitute a breach of applicable Law, or would, individually or in the aggregate, be or result in an Edgemont Material Adverse Effect or a Laiva Material Adverse Effect after the Effective Time, shall have been obtained or received; and

(o) all Authorizations, Consents, Regulatory Approvals and third party consents or approvals that are necessary or advisable for the consummation of the Transactions, including, but not limited to, receipt of all necessary approvals from the CSE of the Fundamental Change and for the listing thereon of the Resulting Issuer Shares, including the Edgemont Shares issuable in connection with the Amalgamation (subject to the CSE's ordinary listing requirements), will have been obtained all on terms satisfactory to each of the Parties hereto, acting reasonably.

Notice and Cure Provisions

8.4. Each of Laiva, on the one hand, and Edgemont and Edgemont AcquisitionCo, on the other hand, will give prompt notice to the other of the occurrence, or failure to occur, at any time from the date hereof until the Effective Date, of any event or state of facts which occurrence or failure would, or would reasonably be likely to:

(a) constitute a material breach of any of its representations or warranties contained herein or which would cause such representations and warranties to be untrue or incorrect in any material respect on the Effective Date; or

(b) result in the failure to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by the other hereunder prior to the Effective Date.

Neither Laiva, on the one hand, nor Edgemont and Edgemont AcquisitionCo, on the other hand, may elect not to complete the Amalgamation or the other transactions contemplated hereby pursuant to any of the conditions precedent contained in Sections 8.1 or 8.2, or exercise any termination right arising therefrom, unless forthwith and in any event prior to the Effective Date, Laiva or Edgemont, as the case may be, has delivered a written notice to the other specifying in reasonable detail all breaches of covenants, representations and warranties or other matters which Laiva or Edgemont, as the case may be, is asserting as the basis for the non-fulfillment of the applicable condition precedent or the exercise of the termination right, as the case may be. If any such notice is delivered, provided that Laiva or Edgemont, as the case may be, is proceeding diligently to cure such matter, if such matter is capable of being cured, the other may not terminate this Agreement until the later of the Outside Date and the expiration of a period of 30 days from such notice.

Satisfaction, Waiver and Release of Conditions

8.5. The conditions provided for in this Part 8 will be deemed conclusively to have been satisfied, waived or released when the Articles of Amalgamation and such other documents as

may be required by the ABCA to give effect to the Amalgamation have been filed as contemplated in Section 2.7.

PART 9 CLOSING DELIVERIES

Closing Documents

9.1. Provided that the conditions precedent in Part 8 that must be satisfied prior to the Effective Date are satisfied or waived (by the Party entitled to waive), as the case may be, then on or before the Business Day prior to the Effective Date the Parties will execute, deliver or cause to be delivered, as the case may be, and as applicable to each of them, the documents and instruments described in Sections 9.2 and 9.3, as applicable (the “Closing Documents”) to the other Party and their respective counsels electronically (the “Place of Closing”).

Laiva Deliveries

9.2. Laiva will deliver to the Place of Closing the following Closing Documents:

(a) a certificate of a senior officer of Laiva certifying, on behalf of Laiva as of the Effective Date, that Laiva has complied in all material respects with its covenants in this Agreement and that the conditions precedent that must be satisfied on or prior to the Effective Date in Sections 8.2 and 8.3 have been satisfied or are waived;

(b) a certificate of a senior officer of Laiva certifying that the representations and warranties of Laiva set forth in this Agreement will be true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) a counterpart of the Articles of Amalgamation duly executed by Laiva;

(e) a certified copy of the Laiva Transaction Resolution;

(f) a certified copy of the resolutions of the directors of Laiva approving the Amalgamation;

(g) an affidavit of a proposed director of Amalco as required by the Section 185(2) of the ABCA;

(h) a resignation and release from each resigning director and officer of Laiva duly executed by each such resigning director or officer; and

(i) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

Edgemont and Edgemont Acquisition Co Deliveries

9.3. Edgemont and Edgemont Acquisition Co will deliver to the Place of Closing the following Closing Documents:

(a) a certificate of a senior officer of Edgemont certifying, on behalf of Edgemont as of the Effective Date, that Edgemont has complied in all material respects with its covenants in this Agreement and that the conditions precedent in that must be satisfied on or prior to the Effective Date in Sections 8.1 and 8.3 have been satisfied or are waived;

(b) a certificate of a senior officer of Edgemont certifying that the representations and warranties of Edgemont set forth in this Agreement will be true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(c) a certificate of a senior officer of Edgemont Acquisition Co certifying that the representations and warranties of Edgemont Acquisition Co set forth in this Agreement will be true and correct in all material respects on and as of the Effective Date (as if made on and as of such date) except as affected by the transactions contemplated or permitted by this Agreement, and except to the extent that any such representation or warranty is made as of a specified date, in which case such representation or warranty will have been true and correct as of such date;

(d) a counterpart of the Amalgamation Agreement duly executed by Edgemont and Edgemont Acquisition Co;

(e) a certified copy of the Edgemont Acquisition Co Amalgamation Resolution;

(f) a certified copy of the Edgemont Transaction Resolution;

(g) a treasury direction to the Transfer Agent to effect the issue the Edgemont Shares pursuant to Section 2.9 of this Agreement;

(h) the conditional approval letter or other written communication from the CSE confirming the approval of the Transaction as a Fundamental Change of Edgemont and the listing of the Edgemont Shares issuable in connection with the transactions contemplated herein, subject to Edgemont fulfilling the CSE's usual and ordinary listing requirements;

(i) a resignation and release from each resigning director and officer of Edgemont duly executed by each such resigning director or officer; and

(j) such other documents, certificates, opinions and deliveries as the Parties mutually consider reasonably necessary or desirable in connection with this Agreement and the consummation of the transactions contemplated herein.

Books and Records

9.4. From and after the Effective Time, Edgemont will retain all Books and Records of Laiva, and Laiva will deliver such Books and Records at Edgemont's direction on or before the Effective Date.

PART 10 INDEMNIFICATION

Agreement to Indemnify

10.1. Edgemont shall be indemnified and held harmless to the extent set forth in this Section 10.1 by Laiva in respect of any and all damages incurred by Edgemont as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by Laiva in this Agreement.

10.2. Laiva (together with Edgemont, in this Part 10, the "Indemnitees") shall be indemnified and held harmless to the extent set forth in this Section 10.2 by Edgemont in respect of any and all damages incurred by Laiva as a result of any inaccuracy or misrepresentation in or breach of any representation, warranty, covenant or agreement made by the Laiva in this Agreement.

Survival of Representations, Warranties, and Covenants

10.3. Except as hereinafter provided in this Section 10.3, all representations, warranties, covenants, agreements and obligations of any party responsible for indemnifying Edgemont or Laiva, as the case may be (the "Indemnifying Parties") contained herein and all claims of Edgemont or Laiva in respect of any breach of any representation, warranty, covenant, agreement or obligation of any Indemnifying Party contained in this Agreement, shall survive the Effective Date and shall expire two years from the date of this Agreement.

Claims for Indemnification

10.4. If any Indemnitee shall believe that such Indemnitee is entitled to indemnification pursuant to this Part 10 in respect of any damages, such Indemnitee shall give the appropriate Indemnifying Party prompt written notice thereof. Any such notice shall set forth in reasonable detail and to the extent then known the basis for such claim for indemnification. The failure of such Indemnitee to give notice of any claim for indemnification promptly, but within the periods specified by Section 10.3, as the case may be, shall not adversely affect such Indemnitee's right to indemnity hereunder except to the extent that such failure adversely affects the right of the Indemnifying Party to assert any reasonable defence to such claim or to the extent that such failure increases the amount of liability or cost of the defence. Each such claim for indemnity shall expressly state that the Indemnifying Party shall have only the twenty (20) Business Day period referred to in the next sentence to dispute or deny such claim. The Indemnifying Party shall have twenty (20) Business Days following its receipt of such notice either (x) to acquiesce in such claim by giving such Indemnitee written notice of such acquiescence or (y) to object to the claim by giving such Indemnitee written notice of the objection.

PART 11
GENERAL PROVISIONS

Notice

11.1. Any notice delivered or emailed shall be deemed to have been given and received on the Business Day next following the date of delivery or email, as the case may be. Any notice mailed as aforesaid shall be deemed to have been given and received on the third Business Day following the date it is posted, provided that if between the time of mailing and actual receipt of the notice there shall be a mail strike, slow down or other labour dispute which might affect delivery of the notice by mail, then the notice shall be effective only if actually delivered. Any notice, request, consent, agreement or approval which may or is required to be given pursuant to the Agreement and the transactions contemplated thereby will be in writing and will be sufficiently given or made if delivered or emailed by PDF, in the case of:

(a) Edgemont and Edgemont AcquisitionCo, addressed as follows:

Edgemont Gold Corp.
9th Floor 1021 West Hastings Street
Vancouver, British Columbia
V6E 0C3 Canada

Attention: Stuart Rogers, Chief Executive Officer
E-mail: (email address)

with a copy (not constituting notice) to:

MLT Aikins LLP
2600 – 1066 West Hastings Street
Vancouver, British Columbia
V6E 3X1 Canada

Attention: Kevin Sorochan
E-mail: (email address)

(b) Laiva, addressed as follows:

Laiva Gold Inc.
639 5 Ave SW #1250
Calgary, Alberta
T2P 0M9 Canada

Attention: Charles Chebry, President and Director
E-mail: (email address)

with a copy (not constituting notice) to:

TingleMerrett LLP
Suite 1250, 639 -5th Avenue S.W.
Calgary, Alberta
T2P 0M9 Canada

Attention: Richard Steed

E-mail: (email address)

Assignment

11.2. No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Other Parties.

Binding Effect

11.3. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns (including, for greater certainty, Amalco).

Time of the Essence

11.4. For the purposes of this Agreement time will be of the essence.

Governing Law

11.5. This Agreement will be governed by and construed in accordance with the Laws of the province of Alberta and the federal Laws of Canada applicable therein.

Entire Agreement

11.6. Except for the Bridge Loan Promissory Note, this Agreement (including, for greater certainty, the Amalgamation Agreement), constitutes the entire agreement and understanding between and among the Parties hereto with respect to the subject matter hereof and the Amalgamation and supersedes any prior agreement, representation or understanding with respect thereto, including the Confidentiality Agreement, the Exclusivity Agreement and the Letter of Intent.

Injunctive Relief

11.7. Subject to Section 7.12, the Parties agree that irreparable harm would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached for which money damages would not be an adequate remedy at law. It is accordingly agreed that the Parties will be entitled to an injunction or injunctions, specific performance and other equitable relief to prevent breaches of this Agreement, any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief hereby being waived, this being in addition to any other remedy to which a Party may be entitled at law or in equity.

Amendment or Waiver

11.8. Subject to any requirements imposed by Law or by any court having jurisdiction, this Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by all the Parties hereto. No waiver of any nature, in any one or more instances, will be deemed or construed as a further or continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.

Severability

11.9. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.

Counterparts and Delivery

11.10. This Agreement may be executed in any number of counterparts, each of which will be considered the original and all of which, together, will constitute one and the same instrument. This Agreement may also be executed in original or by signature sent and received by facsimile or other electronic transmission and the reproduction of such signature sent and received by way of facsimile or other electronic transmission will be deemed as though such reproduction was an executed original thereof.

Further Assurances

11.11. Each of the Parties hereto agrees that each will promptly furnish to the other such further documents and take or cause to be taken such further actions as may reasonably be required in order to effect this Agreement and the Amalgamation. Each Party hereto agrees to execute and deliver such instruments and documents as the Other Parties hereto may reasonably require in order to carry out the intent of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the day and year first above written.

LAIVA GOLD INC.

(signed) "Charles Chebry"

by its authorized signatory
Name: Charles Chebry
Title: President and Director

EDGEMONT GOLD CORP.

(signed) "Stuart Rogers"

by its authorized signatory
Name: Stuart Rogers
Title: Chief Executive Officer

2717194 ALBERTA LTD.

(signed) "Stuart Rogers"

by its authorized signatory
Name: Stuart Rogers
Title: President

SCHEDULE A

FORM OF AMALGAMATION AGREEMENT

THIS AGREEMENT is made as of the 4th day of June, 2025.

AMONG:

LAIVA GOLD INC., a corporation incorporated under the laws of Alberta, Canada

(“Laiva”)

AND:

EDGEMONT GOLD CORP., a corporation incorporated under the laws of British Columbia, Canada

(“Edgemont”)

AND:

2717194 ALBERTA LTD., a corporation incorporated under the laws of Alberta, Canada

(“Edgemont AcquisitionCo”)

WHEREAS:

A. Each of the Parties hereto is also a Party to a Merger Agreement which contemplates the Amalgamation (as herein defined), subject to certain conditions.

B. Edgemont AcquisitionCo and Laiva wish, subject to the satisfaction or waiver of the conditions set forth in Part 7 of the Merger Agreement, to effect the Amalgamation and amalgamate and continue as one corporation under the provisions the ABCA and in accordance with the terms thereof.

C. The Parties have entered into this Agreement to provide for the matters referred to in the foregoing recitals and for other matters relating to the Amalgamation.

D. Capitalized terms used in this Agreement without definition have the meanings specified in the Merger Agreement.

Definitions. In this Agreement:

(a) “ABCA” means the Business Corporations Act (Alberta).

(b) “Agreement” means this amalgamation agreement and includes any and every instrument supplemental or ancillary hereto.

(d) "Amalco Share" means a common share of Amalco.

(e) "Amalgamating Companies" means Edgemont Acquisition Co and Laiva.

(f) "Amalgamation" means the amalgamation of the Amalgamating Companies under the ABCA upon the terms and subject to the conditions set forth in the Amalgamation Agreement, as contemplated by this Agreement.

(g) "Amalgamation Certificate" means the amalgamation certificate in respect of the Amalgamation to be issued by the Registrar in accordance with Section 185(4) of the ABCA.

(h) "Articles of Amalgamation" means the articles of amalgamation substantially in the form attached as Appendix A.

(i) "Authorized Share Capital" has the meaning assigned to it in Section 11.

(j) "Depository" means Endeavor Trust Corporation, the transfer agent of Edgemont.

(k) "Dissent Rights" means the rights of dissent in respect of the Amalgamation provided for pursuant to Section 191 of the ABCA.

(l) "Dissenting Laiva Shares" means Laiva Shares held by a Dissenting Shareholder.

(m) "Dissenting Shareholder" means a Laiva Shareholder who validly exercises the right of dissent available to such holder under Section 191 of the ABCA in respect of the Laiva Transaction Resolution, and becomes entitled to receive, if the Amalgamation is completed, the fair value of his, her or its Laiva Shares, provided such Laiva Shareholder has not withdrawn or been deemed to have withdrawn such exercise of Dissent Rights or otherwise failed to comply with the requirements of the ABCA.

(n) "Effective Date" means the effective date of the Amalgamation as set forth in and indicated on the certificate of amalgamation issued by the Registrar and giving effect to the Amalgamation.

(o) "Effective Time" means 12:01 a.m. (Vancouver time) on the Effective Date or such other time as Laiva and Edgemont, each acting reasonably, may agree to in writing, such agreement to be evidenced by the filing of the Articles of Amalgamation with such other Effective Time.

(p) "Escrow Agent" means any trust company, bank, or other financial institution as may be agreed to in writing by Edgemont and Laiva for the purposes of, among other things, selling the Edgemont Shares to which Laiva Shareholders, but for the application of Section 24, would be entitled to receive upon Amalgamation.

(q) "Law" means any federal, provincial, local, municipal, state, foreign or other administrative statute, law, order, constitution, ordinance, principle of common law, regulation, rule or treaty.

(r) “Merger Agreement” means the merger agreement dated June 4, 2025, among Edgemont, Edgemont AcquisitionCo and Laiva including the recitals, schedules and exhibits thereto, as the same may be amended, modified or supplemented in accordance with its terms.

(s) “Party” means a party to this Agreement and “Parties” means all of them, collectively.

(t) “Registrar” has the meaning ascribed thereto in the ABCA.

Any other capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.

Amalgamation. Subject to the provisions of this Agreement, the Amalgamating Companies hereby agree to amalgamate effective as of the Effective Time under the provisions of the ABCA and to continue as one company on the terms and conditions hereinafter set out.
Effect of Amalgamation. As of the Effective Time, subject to the ABCA:

(a) the Amalgamation of Amalgamating Companies and their continuance as one corporation will become effective;

(b) the property of each of the Amalgamating Companies will continue to be the property of Amalco;

(d) any existing cause of action, claim or liability to prosecution with respect to either or both of the Amalgamating Companies will be unaffected;

(e) any civil, criminal or administrative action or proceeding pending by or against either of the Amalgamating Companies may be continued to be prosecuted by or against Amalco;

(f) any conviction against, or ruling, order or judgment in favour of or against, either of the Amalgamating Companies may be enforced by or against Amalco; and

(g) the Articles of Amalgamation will be deemed to be the articles of incorporation of Amalco and the Amalgamation Certificate will be deemed to be the certificate of incorporation of Amalco.

Name. The name of Amalco will be Laiva Gold Inc.
Amalgamation Application and Articles. The form of the Articles of Amalgamation will, subject to repeal, amendment, alteration or addition under the ABCA, be in the form set forth in Appendix A attached hereto.
Termination. The board of directors of either of the Amalgamating Companies may terminate the Amalgamation and this Agreement in accordance with the terms and conditions of the Merger Agreement, at any time prior to the issue of the Amalgamation Certificate notwithstanding the approval by either, or both of, the Laiva Shareholders and Edgemont as sole shareholder of Edgemont AcquisitionCo.

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Modifications. The Parties may, by resolution of their respective directors, assent to any alteration or modification of this Agreement which the Registrar or a court of competent jurisdiction in Alberta may require or which the shareholders of the Amalgamating Companies may direct or approve pursuant to the ABCA and all alterations or modifications so assented to will be binding upon the Parties hereto.
Business. There will be no restrictions on the business Amalco may carry on or on the powers it may exercise.
Registered Office. The mailing and the delivery address of the registered office of Amalco will be at [address redacted] until otherwise determined.
Records Office. The mailing and the delivery address of the records office of Amalco will be at [address redacted] until otherwise determined.
Authorized Capital. Amalco will be authorized to issue an unlimited number of common shares without par value (the “Authorized Share Capital”).
Share Rights and Restrictions. The rights and restrictions attached to the Authorized Share Capital will, subject to repeal, amendment, alteration or addition under the ABCA, be in the forms set forth in the Articles of Amalgamation.
Board of Directors. The number of directors of Amalco, until amended in accordance with the Articles of Amalgamation, will be three (3). The first directors of Amalco are as follows:

Name	Address
[name redacted]	[address redacted]
[name redacted]	[address redacted]
To be determined prior to the Effective Time	[address redacted]

Officers. The following persons will hold the office set opposite their respective names and will carry out their respective duties until they are relieved from such office by the directors of Amalco or until they sooner cease to hold such office:

Name	Position
To be determined prior to the Effective Time	Chief Executive Officer and President
To be determined prior to the Effective Time	Chief Financial Officer
To be determined prior to the Effective Time	Corporate Secretary

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Treatment of Share Capital. Upon issuance of the Amalgamation Certificate at the Effective Time, the issued and unissued shares of each of the Amalgamating Companies will be exchanged for Amalco Shares or Edgemont Shares as follows:

(a) all of the unissued shares of each of the Amalgamating Companies will be cancelled;

(b) each issued and outstanding Edgemont AcquisitionCo Share will be cancelled and replaced with one (1) issued, fully paid and non-assessable Amalco Share;

(c) subject to Section 24, Laiva Shareholders (other than Dissenting Shareholders) will receive one (1) fully paid and non-assessable Edgemont Share for each Laiva Share held and thereafter all Laiva Shares will be cancelled; and

(d) as consideration for the issuance of the Edgemont Shares, Amalco will issue to Edgemont 100 Amalco Shares

Share Certificates. At the Effective Time:

(a) Edgemont will be deemed to be the registered holder of all of the outstanding Amalco Shares to which it is entitled under Section 15(b) and 15(d) and will be entitled to receive a share certificate representing such Amalco Shares;

(b) share certificates evidencing the Laiva Shares will cease to represent any claim upon or interest in Laiva or Amalco other than:

(i) in respect of a Laiva Shareholder who is not a Dissenting Shareholder, the right to receive Edgemont Shares in accordance with Section 15(c), and

(ii) in respect of Dissenting Shareholders, the right to receive the fair value, determined in accordance with the ABCA, of the Laiva Shares held by them.

Capital. The amount of the capital account at the Effective Time maintained in respect of:

(a) the Edgemont Shares issued to the Laiva Shareholders pursuant to Section 15(c) will, to the extent permitted by law, be equal to the sum of the paid up capital (as defined in the Tax Act) of each of the issued and outstanding Laiva Shares (excluding Dissenting Laiva Shares) immediately prior to the Amalgamation; and

(b) the Amalco Shares will, to the extent permitted by law, be equal to the sum of the paid-up capital of each of the issued and outstanding (i) Edgemont AcquisitionCo Shares and (ii) Laiva Shares (excluding Dissenting Laiva Shares) immediately prior to the Amalgamation.

Fractional Shares. No fractional Amalco Shares will be issued by Amalco pursuant to this Agreement. Any exchange or replacement contemplated in Section 15 that results in less than a whole number will be rounded down to the nearest whole number without any payment in lieu of any fractional share.
Lost Certificates. In the event any certificate, which immediately prior to the Effective Time represented one or more outstanding Laiva Shares that were exchanged pursuant to this Agreement, has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, the

Depository will issue in exchange for such lost, stolen or destroyed certificate, the Edgemont Shares deliverable in accordance with the terms herein.

Withholding Rights. Edgemont, Amalco and the Depository will be entitled to deduct and withhold from any consideration otherwise payable to any Laiva Shareholder such amounts as Edgemont, Amalco or the Depository determines are required or permitted to be deducted and withheld with respect to such payment under the Tax Act, or any provision of any other applicable tax law. To the extent that amounts are so withheld, such withheld amounts will be treated for all purposes hereof as having been paid to the Laiva Shareholder in respect of which such deduction and withholding was made, provided that such withheld amounts are actually remitted to the appropriate taxing authority.
No Liens. Any exchange or transfer of securities pursuant to this Agreement will be free and clear of all liens or other claims of third parties of any kind.
Covenants. Edgemont AcquisitionCo and Laiva will, on or prior to the Effective Date, jointly send to the Registrar, the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation at the Effective Time upon and subject to the terms and conditions of this Agreement and the Merger Agreement.
Dissenting Shareholders. Dissenting Laiva Shares will not be exchanged for Edgemont Shares at the Effective Time in accordance with Section 15(c). Instead, on the Effective Date, each Dissenting Shareholder will cease to have any rights as a Laiva Shareholder other than the right to be paid the fair value in respect of the Dissenting Laiva Shares in accordance with the provisions of Section 191 of the ABCA. However, if a Dissenting Shareholder withdraws or is deemed to have withdrawn the exercise of its Dissent Rights or otherwise failed to comply with the requirements of the ABCA or if such Dissenting Shareholder's rights as a Laiva Shareholder are otherwise reinstated, each Dissenting Laiva Share held by that Dissenting Shareholder will thereupon be deemed to have been exchanged for an Edgemont Shares at the Effective Time in accordance with Section 15(c).
Non-Resident Shareholders. Without limiting anything in this Agreement, Edgemont will not be required to issue any share in connection with the Amalgamation to any shareholder resident in a jurisdiction other than Canada if the local securities laws of such jurisdiction would make such issuance illegal or require the preparation and filing of a prospectus, the registration of such securities or other applicable requirements and, instead of the consideration to which such shareholder is otherwise entitled under Section 15, all Edgemont Shares that such shareholder would have otherwise been entitled to receive at the Effective Time in respect of its Laiva Shares will instead be delivered to the Escrow Agent. The Escrow Agent will use its best efforts to sell such Edgemont Shares as soon as practicable after the Effective Date, on such dates and at such prices as the Escrow Agent may determine in its sole discretion, through one or more brokers with whom the Escrow Agent transacts business. Each such Laiva Shareholder will receive a pro rata share of the cash proceeds from the sale of such Edgemont Shares sold by the Escrow Agent. Laiva agrees to bear all costs and fees of the Escrow Agent and brokers in connection with such sales. For greater certainty, the Escrow Agent will not be liable to any party if it is unable to effect the sale of any such Edgemont Shares at a particular price or at all.
Notice. Any notice, request, consent, agreement or approval which may or is required to be given pursuant to this Agreement will be given or made in accordance with the terms of the Merger Agreement.

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Assignment. No Party to this Agreement may assign any of its rights or obligations under this Agreement without the prior written consent of each of the Other Parties.
Binding Effect. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns (including, for greater certainty, Amalco).
Time of the Essence. For the purposes of this Agreement time will be of the essence.
Governing Law. This Agreement will be governed by and construed in accordance with the Laws of the province of Alberta and the federal Laws of Canada applicable therein.
Entire Agreement. This Agreement (including, for greater certainty, the Merger Agreement), constitutes the entire agreement and understanding between and among the Parties hereto with respect to the subject matter hereof and the Amalgamation and supersedes any prior agreement, representation or understanding with respect thereto.
Amendment or Waiver. Subject to any requirements imposed by Law or by any court having jurisdiction, this Agreement may be amended, modified or superseded, and any of the terms, covenants, representations, warranties or conditions hereof may be waived, but only by written instrument executed by all the Parties hereto. No waiver of any nature, in any one or more instances, will be deemed or construed as a further or continued waiver of any condition or breach of any other term, representation or warranty in this Agreement.
Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is determined to be void or unenforceable in whole or in part, it will be deemed not to affect or impair the validity of any other provision of this Agreement and such void or unenforceable provision will be severable from this Agreement.
Counterparts and Delivery. This Agreement may be executed in any number of counterparts, each of which will be considered the original and all of which, together, will constitute one and the same instrument. This Agreement may also be executed in original or by signature sent and received by facsimile or other electronic transmission and the reproduction of such signature sent and received by way of facsimile or other electronic transmission will be deemed as though such reproduction was an executed original thereof.
Further Assurances. Each of the Parties hereto agrees that each will promptly furnish to the other such further documents and take or cause to be taken such further actions as may reasonably be required in order to effect this Agreement and the Amalgamation. Each Party hereto agrees to execute and deliver such instruments and documents as the Other Parties hereto may reasonably require in order to carry out the intent of this Agreement.

IN WITNESS WHEREOF, the Parties have duly executed this Agreement on the day and year first above written.

LAIVA GOLD INC.

by its authorized signatory
Name: Charles Chebry
Title: President and Director

EDGEMONT GOLD CORP.

by its authorized signatory
Name: Stuart Rogers
Title: Chief Executive Officer

2717194 ALBERTA LTD.

by its authorized signatory
Name: Stuart Rogers
Title: President

APPENDIX A

ARTICLES OF AMALGAMATION

Alberta Government

Articles of Amalgamation

Business Corporations Act

Sections 181 and 187

This information is collected in accordance with the Business Corporations Act. It is required to collect an amalgamated Alberta corporation's articles for the purpose of issuing a certificate of amalgamation. Collection is authorized under s. 33(a) of the Freedom of Information and Protection of Privacy Act. Questions about the collection can be directed to Service Alberta Contact Centre staff at [email protected] or 780-427-7013 (toll-free 310-0000 within Alberta).

Name of Amalgamated Corporation

LAIVA GOLD INC.

The classes of shares, and any maximum number of shares that the corporation is authorized to issue:

See attached schedule "A".

Restrictions on share transfers (if any):

See attached schedule "B".

Number, or minimum and maximum number of directors that the corporation may have:

Minimum 1 - Maximum 10

If the corporation is restricted FROM carrying on a certain business or restricted TO carrying on a certain business, specify the restrictions

None

Other rules or provisions (if any):

See attached schedule "C".

Amalgamating Corporations

Name	Corporate Access Number
2717194 Alberta Ltd.
Laiva Gold Inc.	2025012440

Authorized Representative/Authorized Signing Authority for the Corporation

Authorized Representative

Relationship to Corporation

Date of submission

Signature

LAIVA GOLD INC.

SCHEDULE "A"

AUTHORIZED SHARE CAPITAL

There shall be one (1) class of shares consisting of an unlimited number of Common Shares each carrying the right to one vote at all meetings of Shareholders and fully participating as to dividends and distributions of capital upon liquidation or winding-up of the Corporation.

LAIVA GOLD INC.

SCHEDULE "B"

RESTRICTIONS ON SHARE TRANSFERS

No securities of the Corporation (other than non-convertible debt securities) may be transferred unless such transfer has been approved by resolution of the Board of Directors.

Laiva Gold Inc.

SCHEDULE "C"

OTHER PROVISIONS

The Corporation has a lien on a share registered in the name of a shareholder or the shareholder's legal representative for any debt of that shareholder to the Corporation.
The board of directors may, between annual general meetings, appoint one or more additional directors of the Corporation to serve until the next annual general meeting, but the number of additional directors shall not at any time exceed one-third of the number of directors who held office at the expiration of the last annual meeting of the Corporation.

SCHEDULE B

EDGEMONT ACQUISITIONCO AMALGAMATION RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION that:

2717194 Alberta Ltd. (the “Company”) amalgamate with Laiva Gold Corp. (“Laiva”) under the provisions of the Business Corporations Act (Alberta);
the amalgamation agreement dated June 4, 2025 (the “Amalgamation Agreement”) among the Company, Laiva and Edgemont Gold Corp. is hereby consented to, approved and adopted with such deletions, amendments or additions thereto as any one officer or director of the Company may determine (the execution of such Amalgamation Agreement by the Company being conclusive evidence of such determination); and
any director or officer of the Company be and he or she is hereby authorized to execute and deliver all such documents and instruments and do all such things as may be necessary to give full effect to the transactions contemplated by the Amalgamation Agreement (“General Authority”) and execution and delivery of any such document or instrument by any such director or officer shall be conclusive proof of his or her General Authority to execute and deliver the same.

SCHEDULE C

LAIVA TRANSACTION RESOLUTION

RESOLVED AS A SPECIAL RESOLUTION that:

Laiva Gold Corp. (the “Company”) amalgamate with 2717194 Alberta Ltd. (“Edgemont AcquisitionCo”) under the provisions of the Business Corporations Act (Alberta);
the amalgamation agreement dated June 4, 2025 (the “Amalgamation Agreement”) among the Company, Edgemont AcquisitionCo and Edgemont Gold Corp. is hereby consented to, approved and adopted with such deletions, amendments or additions thereto as any one officer or director of the Company may determine (the execution of such Amalgamation Agreement by the Company being conclusive evidence of such determination); and
any director or officer of the Company be and he or she is hereby authorized to execute and deliver all such documents and instruments and do all such things as may be necessary to give full effect to the transactions contemplated by the Amalgamation Agreement (“General Authority”) and execution and delivery of any such document or instrument by any such director or officer shall be conclusive proof of his or her General Authority to execute and deliver the same.

AI assistant

Edgemont Gold Corp. — M&A Activity 2025

47888_rns_2025-06-10_f42a4201-1ff3-4402-a3fa-2c1b8fce81e5.pdf

MERGER AGREEMENT

BETWEEN:

AND:

AND:

WHEREAS:

PART 1

DEFINITIONS AND INTERPRETATION

Definitions

Schedules

Laiva Disclosure Letter

Corporation, Subsidiaries and Affiliates

Number, Gender and Persons

Interpretations Not Affected by Headings, etc.

Date for Any Action

Time Periods

Time and Currency

Knowledge

Statutory References

No Presumption

PART 2

Laiva Private Placement and Edgemont Concurrent Financing

Laiva Shareholder Approval

Edgemont Shareholder Approval

Edgemont AcquisitionCo Shareholder Approval

CSE Approval

Consolidation

Amalgamation

Securities and Corporate Law Compliance

Issuance of Edgemont Shares

Treatment of Restricted Securities under the U.S. Securities Act

Change in Directors and Officers of the Resulting Issuer

Bridge Loan

Laiva Amended Management Agreements

Laiva Management Changes

Settlement of Severance Amounts and [name redacted] Liabilities

PART 3

REPRESENTATIONS AND WARRANTIES

Representations and Warranties of Laiva

(a) Organization and Qualification

(b) Subsidiaries

Representations and Warranties of Edgemont and Edgemont AcquisitionCo

PART 4

COVENANTS

Operation of Business by Laiva

Negative Covenants

Proceedings

Filings

Consents

Laiva Technical Report and Laiva Financial Statements

Laiva [name redacted] Settlement

Laiva [name redacted] Settlement

Laiva [name redacted] Settlement

Laiva [name redacted] Resolution

Dissent Rights

Rectification of Corporate Records

Public Announcements

Notification of Certain Matters

Listing

Representations and Warranties

PART 5

COMMITMENT TO THE AMALGAMATION

Facilitation of Transaction

Notification

PART 6 ADDITIONAL AGREEMENTS

Acquisition Proposals

Edgemont Acquisition Proposals

PART 7 TERMINATION

Termination

Termination Fee

Void upon Termination

PART 8

CONDITIONS

Conditions for the Benefit of Edgemont

Conditions for the Benefit of Laiva

Mutual Conditions

Notice and Cure Provisions

Satisfaction, Waiver and Release of Conditions

Edgemont Gold Corp. M&A Activity 2025