DATED
FEBRUARY 10, 2025

ELEMENT79 GOLD CORP.

and -

CRESCITA CAPITAL LLC

INVESTMENT AND ADVISORY AGREEMENT

TABLE OF CONTENTS

DEFINITIONS 2
1.1 Defined Terms 2
1.2 Schedules and Exhibits 14
1.3 References to Third Parties 15
1.4 Other References 15
ADVISORY SERVICES 15
2.1 Services 15
2.2 Compensation and Expenses 15
2.3 Initial Consulting Fees 16
2.4 Securities Laws Matters 16
2.5 Independent Contractor Relationship 16
2.6 Reports and Work in Progress 17
2.7 Termination of Services 18
2.8 Confidential Information 18
2.9 Limitation of Liability 21
COMMITMENT FOR INVESTMENT 21
3.1 Commitment 21
3.2 Additional Commitment 21
COMMITMENT FEE AND FEE WARRANTS 22
4.1 Commitment Fee and Fee Warrants 22
4.2 Additional Commitment Fee and Additional Fee Warrants 23
4.3 Securities Law Matters 23
CONDITIONS PRECEDENT 24
5.1 Mutual Conditions Precedent 24
5.2 Conditions Precedent in Favor of the Company 25
5.3 Conditions Precedent in Favor of the Investor 26
EQUITY DRAWDOWN 28
6.1 Delivery of Equity Drawdown Notice 28
6.2 Acceptance or Rejection of Equity Drawdown Notice 28
6.3 Drawdown Closing 29
6.4 Top Up Payment 30
REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS 30
7.1 Representations, Warranties and Undertakings of the Company 31

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7.2 Representations, Warranties and Undertakings of the Investor 35

8. OTHER AGREEMENTS OF THE PARTIES 41

8.1 Use of Funds 41
8.2 Credit Enhancement 41
8.3 Solicitation Materials 41
8.4 No Endorsement or Recommendation 41
8.5 No Requirement for Presentations or Meetings 41

9. TERMINATION 42

9.1 Automatic Termination 42
9.2 Termination by Mutual Consent 42
9.3 Termination by the Investor 42
9.4 Termination by the Company 42
9.5 Effect of Termination 43

10. MISCELLANEOUS 43

10.1 Indemnity 43
10.2 Fees and Expenses 44
10.3 Participation Right in Equity Offerings 44
10.4 Entire Agreement 44
10.5 Notices 44
10.6 Amendments; Waivers 45
10.7 Headings 45
10.8 Assignment 45
10.9 Remedies and Waiver 46
10.10 Survival 46
10.11 Counterpart Signatures 46
10.12 Severability 46
10.13 Publicity 46
10.14 Cost of Enforcement of this Agreement 47
10.15 Further Assurances 47
10.16 Acknowledgment by the Company 47
10.17 Exclusivity 47
10.18 Governing Law and Jurisdiction 48

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EXHIBITS

Exhibit A – Form of Equity Drawdown Notice

Exhibit B – Form of Equity Acceptance Notice

Exhibit C – Form of Rejection Notice

Exhibit D – Form of Warrant Certificate

Exhibit E – Services and Compensation

Exhibit F – Request for Additional Commitment

Exhibit G – Form of Accredited Investor Certificate

Exhibit H – Form of Consultant Certificate

Exhibit I – Form of Top Up Payment Notice

Exhibit J – Form of Note Drawdown Notice

Exhibit K – Form of Note Acceptance Notice

Exhibit L – Form of Note

INVESTMENT AND ADVISORY AGREEMENT

THIS AGREEMENT is made effective as of the 10 day of February, 2025 (the "Effective Date").

BETWEEN:

ELEMENT79 GOLD CORP. a company incorporated under the laws of the Province of British Columbia having an office at Suite 1100 - 1111 Melville Street, Vancouver, British Columbia V6E 3V6

(the "Company")

AND:

CRESCITA CAPITAL LLC, (together with its permitted successors and assigns), a company incorporated under the laws of the UAE, having an office at Sharjah Media City, Al Messaned, Sharjah, UAE

(the "Investor")

WHEREAS:

A. The Company is in the business of mineral exploration and development, and is a reporting issuer incorporated under the laws of the Province of British Columbia, and has its Common Shares (as defined herein) listed for trading on the Exchange (as defined herein);

B. The Investor is an investment and advisory firm that provides strategic investments to mineral exploration companies to fund exploration and development of their mineral properties and that also provides advisory services to such companies with respect to the development of their business, strategic mergers and acquisitions and capital markets strategy;

C. The Company and the Investor entered into an Investment and Advisory Agreement dated September 14, 2022 and amended May 2, 2022, the term of which has expired;

D. The Company wishes to engage the Investor to provide the Services (as defined herein) and to secure new financing by way of the Commitment (as defined herein) from the Investor, all on the terms and subject to the conditions set out herein; and

E. The Parties wish to enter into this Agreement to set out the terms and conditions to govern the provision of the Services by the Investor to the Company and the Commitment being made by the Investor to the Company.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants, agreements, representations and warranties hereinafter set forth and other good and valuable consideration, the Parties hereto agree as follows:

1. DEFINITIONS

1.1 Defined Terms

The following terms used in this Agreement shall, unless the context otherwise requires, bear the following meanings:

"1933 Act" means the United States Securities Act of 1933, as (1) amended;

"Acceptance Notice" shall have the meaning given in clause 6.2(d);

"Acceptance Period" means either an Equity Acceptance Period or a Note Acceptance Period, as the case may be;;

"Accredited Investor Certificate" means a certificate of a senior officer of the Investor in substantially the form provided at Exhibit G hereto confirming that the Accredited Investor Representations are true and correct as of the relevant date;

"Accredited Investor Exemption" means the exemption in Section 2.3 of NI 45-106;

"Accredited Investor Representations" means the representations from the Investor that it is (i) an "accredited investor" (as such term is defined in NI 45-106) and, specifically, is a Person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements; and (ii) acquiring the applicable Securities as principal for its own account;

"Additional Commitment" shall have the meaning given in clause 3.2;

"Additional Commitment Fee" shall have the meaning given in clause 4.2;

"Additional Fee Warrants" means transferable (subject to the Company's prior written consent in accordance with clause 4.2(a)) common share purchase warrants of the Company to acquire such number of Common Shares as is equal to the difference between: (i) the number that is equal to 3.0% of the number of total issued and outstanding Common Shares of the Company on the acceptance date of the request for Additional Commitment, less (ii) the number of Warrant Shares underlying the previously issued Fee Warrants, subject to adjustment for consolidations or stock splits, with each Additional Fee Warrant being exercisable into one Common Share, subject to the Warrant Exercise Price Adjustment and the Warrant Vesting

Condition, at an exercise price equal to the greater of CDN$0.05 per share and the minimum price permitted by the Exchange until the date that is five (5) years from the date of issuance of the Additional Fee Warrants;

"Affiliate" has the meaning given to such term in National Instrument 62-104 – Take-Over Bids and Insider Bids;

"Alternative Exemption" shall have the meaning given in clause 4.3(b);

"Alternative Exemption Certificate" shall have the meaning given in clause 4.3(b);

"Alternative Exemption Representations" means the representations from the Investor contained in the Alternative Exemption Certificate;

"Applicable Securities Laws" means the applicable securities laws in the Province of British Columbia and such other provinces or territories in which the Company may become a reporting issuer, and the respective rules, regulations, instruments, blanket orders and blanket rulings under such laws together with applicable published policies, policy statements and notices of the Applicable Securities Regulator in such provinces and territories, and the Listing Rules;

"Applicable Securities Regulators" means the securities commissions or securities regulatory authorities in the Province of British Columbia and such other jurisdictions of Canada in which the Company becomes a reporting issuer;

"Average Closing Bid Price" means the average closing bid price of the Common Shares on the Exchange during: (a) in the case of calculation of the number of Common Shares issuable on account of Fees pursuant to clause 4.1(c) or Additional Commitment Fees pursuant to clause 4.2(a), the ten (10) Trading Days prior to the applicable payment date, and (b) with respect to the calculation of the number of Drawdown Units, the applicable Pricing Period, calculated in either case by dividing the sum of the closing bid prices on each of the Trading Days during the relevant period by the number of Trading Days in that period;

"Bloomberg" means Bloomberg Financial Markets;

"Business Day" means any day (except any Saturday or Sunday) on which banks in Vancouver, British Columbia are generally open for business and in respect of the calculation of time for payment

of any funds hereunder by the Investor will be any day on which commercial banks in Dubai, United Arab Emirates are open for business;

“CDN” means the lawful currency of Canada;

“CEO” shall have the meaning given in clause 2.1(b);

“Claim” means any claim, demand, complaint, action, grievance, proceeding, investigation, suit, cause of action, assessment or reassessment, charge, judgment, order, writ, injunction, decree, debt, liability, expense, cost, damage or loss, contingent or otherwise, judicial, administrative or otherwise (including legal fees on a solicitor and his or her own client basis and other professional fees and all costs incurred in investigating or pursuing any of the foregoing or any proceeding);

“Closing Date” means the date on which the Investor will make the Commitment effective and on which the Company will pay the Fee and issue the Fee Warrants to the Investor in accordance with clause 4.1, which date shall not be later than fifteen (15) Business Days following the Effective Date or such other date as mutually agreed to by the Parties;

“Closing Price” means, for the Common Shares as of any date, the last closing bid price for such shares on the Exchange as reported by Bloomberg or, if no such closing price is reported for such shares by Bloomberg, the last such closing bid price of such shares that is reported by the Exchange;

“Commitment” means a non-revolving drawdown facility in the aggregate amount of up to CDN$5,000,000 made available by the Investor to the Company, and as reduced from time to time by the amount of any Equity Drawdown Amount and Note Principal Amount, as applicable, that is funded;

“Commitment Period” means the period commencing on the Closing Date and expiring on the earlier of (i) the date that is three (3) years from the Closing Date, (ii) the date on which the balance of the Commitment is reduced to nil, or (iii) the date on which this Agreement is terminated in accordance with its terms;

“Common Shares” means common shares without par value in the capital of the Company;

“Company” shall have the meaning given in the Recitals;

“Compensation” shall have the meaning given in clause 2.2(a);

“Confidential Information” shall have the meaning given in clause 2.8(a);

“Consultant Certificate” means a certificate of a senior officer of the Investor substantially in the form provided at Exhibit H hereto confirming that the Consultant Representations are true and correct as of the relevant date;

“Consultant Exemption” means the exemption in Section 2.24 of NI 45-106;

“Consultant Representations” means collectively the representations of the company given in Section 7.1(k) and the representations of the Investor given in clause 7.2(g);

“Daily Trading Volume” means, with respect to any Trading Day, the trading volume of the Common Shares on the Exchange, as reported by Bloomberg; provided that block trades as reported by Bloomberg and single trades of 50,000 Common Shares or more, commonly known as single account cross trades, shall be disregarded for the purpose of calculating such trading volume;

“Drawdown Date” means either an Equity Drawdown Date or a Note Drawdown Date, as the case may be;

“Drawdown Closing” means an Equity Drawdown Closing or a Note Drawdown Closing, as the case may be;

“Drawdown Share” means a Common Share which is allotted and issued to the Investor as part of a Drawdown Unit on a Drawdown Closing;

“Drawdown Unit” means a unit of the Company which is comprised of one Drawdown Share and one half of a Drawdown Warrant;

“Drawdown Warrant” means one whole transferable (subject to the Company’s prior written consent in accordance with clause 6.3) common share purchase warrant, which is exercisable for the purchase of one Common Share for a period of five (5) years from the issue date of the Drawdown Warrant upon payment of the Drawdown Warrant Exercise Price, subject to the terms and conditions of the Drawdown Warrant as represented by a certificate substantially in the form provided at Exhibit D;

“Drawdown Warrant Exercise Price” the exercise price of a Drawdown Warrant, with such exercise price being established at the time the Drawdown Warrant is issued and such exercise price being equal, subject to the Warrant Exercise Price Adjustment and any other adjustments set out in the Warrant Certificate representing the applicable Warrants, to the greater of: (i) 120% of the Subscription Price for the Drawdown Unit which includes the subject Drawdown Warrant, and (ii) the Exchange Minimum Price;

“Effective Date” means the date first written above;

“Equity Acceptance Period” shall have the meaning given in clause 6.3(b), subject to clause 4.3(a);

“Equity Drawdown Amount” means the amount to be paid by the Investor to the Company, from time to time, pursuant to the relevant Equity Drawdown Notice and Acceptance Notice, which Equity Drawdown Amounts will, from time to time on funding, reduce the outstanding amount of the Commitment and which Equity Drawdown Amount is equal to the product of the Subscription Price multiplied by the Subscription Number;

“Equity Drawdown Closing” means the completion of an equity drawdown pursuant to this Agreement by the Investor paying the Equity Drawdown Amount to the Company and the Company issuing Drawdown Units to the Investor on a private placement basis in consideration for the Equity Drawdown Amount;

“Equity Drawdown Date” shall have the meaning given in clause 6.3;

“Equity Drawdown Notice” means a notice completed by the Company at any time during the Commitment Period and submitted to the Investor in substantially the form provided at Exhibit A, to which is attached written evidence satisfactory to the Investor of the Exchange its acceptance or its rejection of the subscription for or issuance of Drawdown Units contemplated by the notice;

“Equity Drawdown Maximum” means the maximum number of Drawdown Units represented by a Subscription Number, which cannot be greater than 500% of the average Daily Trading Volume for the ten (10) Trading Days immediately preceding the date of the Equity Drawdown Notice;

“Exchange”
means the Canadian Securities Exchange or such other recognized Canadian stock exchange on which the Common Shares may become Listed;

“Exchange Objection”
means a written objection of the Exchange to any transaction or payment contemplated by this Agreement which is received by the Company prior to the date for completion of such transaction or payment;

“Exchange Minimum Price”
means the minimum issue price for the applicable Securities permitted by the policies of the Exchange on the applicable Drawdown Date or applicable date for the issuance of Securities hereunder on account of compensation pursuant to paragraphs 2.2(a) and 2.3(b) and on account of fees pursuant to paragraph 4.1(c) and 4.2(a), which price shall be equal to the greater of: (a) $0.05 per Common Share less the Maximum Permitted Discount and (b) the applicable market price of the security pursuant to the Listing Rules less the Maximum Permitted Discount, unless a lower price is permitted by the Exchange in which case the minimum issue price will be such lower price;

“Excluded Period”
means a Pricing Period during which the VWAP is 150% higher than the VWAP for the thirty (30) consecutive Trading Days prior to the commencement of such Pricing Period;

“Expenses”
has the meaning given in clause 2.2(b);

“Fee”
has the meaning given in clause 4.1;

“Fee Warrants”
means transferable (subject to the Company’s prior written consent in accordance with clause 4.1(i)) common share purchase warrants of the Company to acquire such number of Common Shares as is equal to 3.0% of the number of total issued and outstanding Common Shares of the Company on the Closing Date, with each warrant being exercisable into one Common Share, subject to the Warrant Exercise Price Adjustment and the Warrant Vesting Condition, at an exercise price of CDN$0.05 per share until the date that is five (5) years from the date of issuance of the Fee Warrants;

“Free Trading Conditions”
has the meaning given in clause 4.3(a);

“Governmental Entity”
means any applicable (a) multinational, federal, provincial, state, regional, municipal, local or other government,

governmental or public department, central bank, court, tribunal, arbitral body, commission, board, bureau or agency, domestic or foreign; (b) subdivision, agent, commission, board or authority of any of the foregoing; (c) quasi-governmental or private body, including any tribunal, commission, regulatory agency or self-regulatory organization, exercising any regulatory, expropriation or taxing authority under or for the account of any of the foregoing; or (d) stock exchange, including the Exchange;

"Group"
means the Company and its Subsidiaries collectively and any Person which directly or indirectly controls or is under common control with the Company, collectively;

"Hold Period Waiver"
means the approval of the Exchange for the issuance of applicable Securities by the Company to the Investor pursuant to the Consultant Exemption without an Exchange imposed hold period of four months;

"Initial Consulting Fee"
means the initial consulting fee in the amount of CDN$2,500 to be paid by the Company to the Investor on the Closing Date in consideration for the Services rendered by the Investor to the Company prior to entry into of this Agreement;

"Investor"
has the meaning given in the Recitals, and includes any successors and assigns of the Investor;

"Knockout Day"
means any Trading Day during an Acceptance Period: (a) on which: (i) the amount equal to 50% of the VWAP is less than the applicable Minimum Acceptable Price or (ii) the Common Shares are not traded on the Exchange; or (b) in respect of which the Investor makes an election in accordance with clause 6.2(e);

"Lien"
with respect to any asset, any mortgage, lien, pledge, encumbrance, charge, hypothec or security interest of any kind in or on such asset or the revenues or income therefrom save in so far as they arise or are created by operation of law or in the normal course of trading;

"Listing"
means the listing of the Common Shares on the Exchange, and the terms "List" and "Listed" shall be construed accordingly;

"Listing Rules"
means the rules and policies of the Exchange applicable to a Listed company from time to time;

“Material Adverse Event”

means any event or series of events which has led or may reasonably be expected to lead to (a) any material adverse effect on the business, operations, properties or financial condition or prospects of the Group, taken as a whole, (b) any condition, circumstance or situation that would prohibit the Company from performing or otherwise materially interfere with the authority or ability of the Company to perform its obligations under or in respect of this Agreement or the Common Shares, (c) the Common Shares ceasing to be Listed, or (d) the Listing of the Common Shares, or trading in Common Shares on the Exchange, being suspended or halted in connection with a cease trade order for a period of more than thirty (30) consecutive days;

“Maximum Permitted Discount”

has the meaning ascribed to the term in the CSE Policy 1 – Interpretation and General Provisions;

“Minimum Acceptable Price”

means a price set by the Company in each Equity Drawdown Notice below which the Company does not wish to issue Drawdown Units pursuant to such Equity Drawdown Notice, which Minimum Acceptable Price may be different in each Equity Drawdown Notice;

“Money Laundering Laws”

has the meaning ascribed to the term at clause 7.1(l);

“NI 45-106”

means National Instrument 45-106 – Prospectus Exemptions of the Canadian Securities Administrators, as may be amended from time to time;

“Note”

has the meaning ascribed to the term at clause 6.8;

“Note Acceptance Notice”

has the meaning ascribed to the term at clause 6.7(b);

“Note Acceptance Period”

has the meaning ascribed to the term at clause 6.7(a);

“Note Drawdown Closing”

means the completion of a promissory drawdown pursuant to this Agreement by the Investor paying the Note Principal Amount to the Company and the Company issuing a Note to the Investor evidencing the obligation of the Company to repay the Note Principal Amount and such other amounts as may be payable in connection with the Note;

“Note Drawdown Date”

has the meaning ascribed to the term at clause 6.8;

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"Parties"
means the Company and the Investor and "Party" means either one of them;

"Person"
means an individual or a corporation, a general or limited partnership, a trust, an incorporated or unincorporated association, a joint venture, a limited liability company, a limited liability partnership, a joint stock company, a government (or an agency or political subdivision thereof) or any other entity of any kind;

"Pricing Approval"
means the written approval of the Exchange for a Set Price that is less than the Exchange Minimum Price;

"Pricing Exception"
means the pricing exceptions which apply to the Subscription Price, which are as follows:

(a) if the closing bid price on any Trading Day in the Pricing Period is a Sub Threshold Price, then the Equity Drawdown Amount will be reduced by 10% and the Investor's payment obligation will be in relation to 90% of the Equity Drawdown Amount and the Sub Threshold Price will be removed from the calculation of the Subscription Price,

(b) if the Set Price is less than the Exchange Minimum Amount, then the Company will be required to obtain Pricing Approval, and if Pricing Approval is not obtained within the Waiting Period, then the Investor will not be required to honor the applicable Equity Drawdown Notice or fund the applicable Equity Drawdown Amount, and

"Pricing Period"
means the ten (10) consecutive Trading Days immediately following the date of the relevant Equity Drawdown Notice;

"Refusal Right"
means the right of the Investor to decline to purchase Drawdown Units in connection with an Equity Drawdown Notice on one or more occasions if the Exchange refuses to accept or approve any subscription to or issuance of any Drawdown Units pursuant to this Agreement for any reason whatsoever, including in respect of the Subscription Price;

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"Rejection Notice"
shall have the meaning given in clause 6.2(e);

"Re-Issue Notice"
shall have the meaning given in clause 6.2(e);

"Required Approvals"
shall have the meaning given in clause 7.1(f);

"Securities"
means any Drawdown Shares and Drawdown Warrants issuable pursuant to an Acceptance Notice; any Common Shares issuable in satisfaction of the Fee, Additional Commitment Fee or Initial Consulting Fee; any Warrants; any Warrant Shares issuable on due exercise of any Warrants; and any other securities of the Company issuable pursuant to this Agreement;

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

"Services"
means services that the Investor will provide to the Company as described and on the terms set out in Exhibit E;

"Set Price"
means the price that is equal to:
(a) if the Average Closing Bid Price is CDN$0.10 per Common Share or less, then 80% of the Average Closing Bid Price, and
(b) if the Average Closing Bid Price is greater than CDN$0.10 per Common Share, then 85% of the Average Closing Bid Price;

"Significant Shareholder"
has the meaning given to such term in National Instrument 55-104 – Insider Reporting Requirement and Exemptions;

"Sub Threshold Price"
means a closing bid price on any Trading Day within a Pricing Period that when multiplied by 85% is less than the Threshold Price;

"Subscription Number"
means, subject to the Equity Drawdown Maximum, the aggregate number of Drawdown Units stated in each Equity Drawdown Notice (which number may be different in each Equity Drawdown Notice) that the Company wishes the Investor to subscribe for;

"Subscription Price"
means, subject to the Pricing Exception and any requisite Pricing Approval being obtained, the issue price for the Drawdown Units issued on each Drawdown Date pursuant to

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"Subscription Day"
an Equity Drawdown Notice, which issue price will be equal to the greater of the Set Price and the Exchange Minimum Price;

means the Trading Day immediately preceding the date of the applicable Equity Drawdown Notice;

"Subsidiary"
has the meaning given to such term in the Securities Act;

"Threshold Price"
means the minimum threshold price for the issuance of the Drawdown Units on each Drawdown Date, which threshold price is the amount agreed to in writing by the Company and the Investor from time to time;

"Top Up Eligible Shares"
means any Common Shares which are issued to the Investor on a Drawdown Closing and at the start the applicable Top Up Period and which are sold by the Investor, in a private sale or through the facilities of the Exchange, during the applicable Top Up Period;

"Top Up Payment"
means the payment equal to the Top Up Payment Amount to be made by the Company to the Investor on the occurrence of Top Up Triggering Event by the allotment and issuance to the Investor of such number of Top Up Payment Shares as is equal to the quotient of the Top Up Payment Amount divided by the Top Up Payment Price;

"Top Up Payment Amount"
means the value of the Top Up Payment which is equal to the amount by which (X) is greater than (Y), where (X) is equal to 110% of the Subscription Price of the applicable Top Up Eligible Shares multiplied by the number of Top Up Eligible Shares, and (Y) is equal to the Top Up Trigger Price multiplied by the number of Top Up Eligible Shares;

"Top Up Payment Notice"
means the written notice substantially in the form provided at Exhibit I delivered by the Investor to the Company informing the Company of the occurrence of a Top Up Triggering Event and providing particulars of the Top Up Triggering Event including the calculation of the Top Up Trigger Price;

"Top Up Payment Price"
means the deemed issue price per Common Share issuable as a Top Up Payment, which price is equal to the greater of: (i) the applicable Top Up Trigger Price per share, and (ii) the Exchange Minimum Price at the time of the applicable Drawdown Closing, in any case in accordance with applicable Listing Rules;

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"Top Up Payment Shares"
means the Common Shares issuable to the Investor in satisfaction of a Top Up Payment at a deemed price per share equal to the applicable Top Up Payment Price;

"Top Up Period"
means the six month period immediately following any Drawdown Date;

"Top Up Trigger Price"
means the VWAP of the Common Shares during the Top Up Period;

"Top Up Triggering Event"
means the circumstances where on the first Trading Day immediately following any Top Up Period the applicable Top Up Trigger Price is less than 80% of the Subscription Price for which each Top Up Eligible Share was issued;

"Trading Day"
means a day on which the Exchange is open and remains open for not less than 5 hours for general trading of securities;

"Trading Volume"
means the average of the Daily Trading Volumes for all of the Trading Days during a Pricing Period;

"UAE"
means the United Arab Emirates;

"United States" and "U.S. Person"
shall have the respective meanings set out in Regulation S Rule 902(k) under the 1933 Act;

"VWAP"
means, for Common Shares as of any Trading Day, the volume weighted average price for such shares on the Exchange based on information reported by Bloomberg for such Trading Day or if no shares have been bought on the relevant day, the most recent volume weighted average price for the Common Shares prior to such relevant day that is reported by Bloomberg;

"Waiting Period"
means the period that commences immediately after a Pricing Period and ends at 5:00 p.m. (PST) on the fifth (5th) Trading Date after the relevant Pricing Period;

"Warrant Adjusted Exercise Price"
means the new exercise price of the applicable warrants which is equal to the greater of: (i) the VWAP of the Common Shares during the Warrant Exercise Price Adjustment Period, and (ii) the minimum exercise price permitted by the Exchange at the time the applicable warrants were originally issued, in any case subject to the applicable Listing Rules;

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"Warrant Certificate" means the warrant certificate in respect of Warrants to be delivered pursuant to this Agreement upon issuance of the Warrants in the form set out in Exhibit D;

"Warrant Exercise Price Adjustment" means the reduction of the exercise price of warrants from the exercise price set at the time of issuance to the Warrant Adjusted Exercise Price, which reduction is triggered and becomes effective on the Warrant Exercise Price Adjustment Date, subject to the Listing Rules;

"Warrant Exercise Price Adjustment Date" means the first anniversary of the issue date of the applicable warrants, provided that the Warrant Exercise Price Adjustment Trigger has occurred;

"Warrant Exercise Price Adjustment Period" means the 40 Trading Days immediately preceding the first anniversary of the issue date of the applicable warrants;

"Warrant Exercise Price Adjustment Trigger" means the circumstances where on the Warrant Exercise Price Adjustment Date the VWAP of the Common Shares for the Warrant Exercise Price Adjustment Period is less than 80% of the exercise price of the applicable warrants that was set at the time of issuance of such warrants;

"Warrant Vesting Condition" the Fee Warrants and Additional Fee Warrants, as the case may be, will vest and become exercisable on a one to one basis with each Common Share issued to the Investor on Drawdown Closings from time to time;

"Warranties" means the representations, warranties, undertakings and covenants made by the Investor or the Company, as applicable, in clauses 2, 4 and 7;

"Warrants" means any Drawdown Warrants, Fee Warrants and Additional Fee Warrants issued pursuant to this Agreement; and

"Warrant Shares" means any Common Shares issuable upon exercise of any Warrants.

1.1 Schedules and Exhibits

References to clauses, Schedules and Exhibits are, save where the context otherwise requires, to clauses of and schedules and exhibits to this Agreement.

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1.2 References to Third Parties

All references to any party, whether a party to this Agreement or not, will be read with such changes in number and gender as the context or reference requires.

1.3 Other References

The terms “this Agreement”, “hereof”, “herein”, “hereby”, “hereto”, and similar terms refer to this Agreement, including the Exhibits hereto and any amendments hereto, and not to any particular clause, paragraph, or other part of this Agreement. References to particular clauses or paragraphs are to clauses or paragraphs of this Agreement unless another document is specified.

2. ADVISORY SERVICES

2.1 Services

(a) The Company engages the Investor to provide, and the Investor shall provide the Services on an as and when needed basis, with effect from the Effective Date. The scope, frequency and manner of delivery of the Services are subject to periodic review by the Parties, and additions or deletions of Services may be made by the mutual agreement of the Company and the Investor.

(b) The Investor will report to the Chief Executive Officer of the Company or, if there is no CEO, such other executive officer of the Company as designated by the board of directors of the Company (in either case, the “CEO”) and will keep the CEO informed of all matters concerning the Services as requested by the CEO from time to time.

(c) The Investor will not have any right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever. The Investor is not authorized to make any representation, contract or commitment on behalf of the Company unless, prior to such time, the Investor is specifically authorized in writing to do so by the CEO.

(d) The Investor will comply with all applicable rules, laws, regulations and policies having application to the carrying out and performance of its obligations under this Agreement, including but not limited to Applicable Securities Laws.

(e) The Investor will provide the Company with particulars of the identity of the individuals, principals and key employees of the Investor providing the Services.

2.2 Compensation and Expenses

(a) In consideration for providing the Services, the Company agrees to provide the Investor with the compensation as further defined and set out in Exhibit E (the “Compensation”). The Investor agrees to comply with the terms relating to the payment of the Compensation as more particularly set out in Exhibit E. Any Common Shares issued as

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Compensation for provided Services will be issued at a deemed price equal to the greater of (i) the Exchange Minimum Price and (ii) the price that is equal to: (A) if the VWAP of the Common Shares for the ten (10) Trading Days prior to the date of issuance is CDN$0.10 per share or greater, then 85% of the VWAP of the Common Shares for the ten (10) Trading Days prior to the date of issuance, and (B) if the VWAP of the Common Shares for the ten (10) Trading Days prior to the date of issuance is less than CDN$0.10 per share, then 80% of the VWAP of the Common Shares for the ten (10) Trading Days prior to the date of issuance.

(b) The Company shall reimburse the Investor for all reasonable out-of-pocket expenses that are pre-approved by the Company in writing prior to being incurred by the Investor (the "Expenses"). Prior to the reimbursement of any Expenses, the Investor will be required to prepare a summary of the Expenses incurred and submit it to the Company, together with appropriate supporting receipts and invoices.

2.3 Initial Consulting Fees

(a) On the Closing Date, the Company shall pay the Initial Consulting Fee to the Investor.

(b) The Initial Consulting Fee may be paid at the Company's sole discretion either (i) in cash by wire transfer as directed by the Investor or (ii) by the issuance of Common Shares, at a deemed issue price of CDN$0.04 per Common Share.

(c) The Investor hereby represents, warrants and covenants to the Company that all actions by the Investor hereunder, and in particular the delivery of all of the Services, shall at all times be in compliance with applicable laws in all material respects, including but not limited to Applicable Securities Laws.

2.4 Securities Laws Matters

(a) The Investor acknowledges that any Common Shares issued to the Investor pursuant to this clause 2 will be issued pursuant to exemptions from the prospectus requirements under Applicable Securities Law and the Investor shall confirm, at the applicable time, the requisite information, if any, in order for the Company and its legal counsel to confirm the availability of exemptions from the prospectus requirements (including but not limited to providing a duly completed and executed Consultant Certificate or Accredited Investor Certificate dated the date of issuance of the Common Shares).

2.5 Independent Contractor Relationship

(a) It is expressly agreed that the Investor's relationship with the Company is that of an independent contractor in performing the Services under this Agreement, and nothing in this Agreement is intended to, or shall be construed to, create a partnership, agency, joint venture, employment or similar relationship between the Investor and the Company.

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(b) The Investor shall supply everything necessary for the performance of the Services, including all resources, supervision, equipment, materials, facilities and working environment necessary to perform the Services. All Services and deliverables shall be of professional quality, conforming to generally accepted industry practices.

(c) The Investor will not be entitled to any of the benefits that the Company may make available to its employees from time to time, including, but not limited to, group health or life insurance, profit-sharing or retirement benefits. The Company will not pay any contribution to any pension plan, employment insurance or withholding taxes, nor provide any other contributions or benefits, which might be expected in an employer / employee relationship on behalf of the Investor.

(d) The Investor is solely responsible for, and will file on a timely basis, all tax returns and payments required to be filed with or made to any federal, state or local tax authority with respect to the performance of the Services and the consideration therefor under this Agreement.

(e) The Investor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing the Services.

(f) The Investor represents and warrants that the Investor has the right to provide the Services to the Company without violation of obligations to others and that any advice, information and documents given by the Investor to the Company under this Agreement may be used fully and freely by the Company, unless otherwise so designated orally or in writing by the Investor at the time of communication of such information.

(g) The Parties acknowledge and agree that the Investor is entitled to provide the Services and other services in its sole discretion to companies other than the Company, including companies that may be direct competitors of the Company. The Company acknowledges and agrees that the Investor is under no obligation to notify the Company of any services that the Investor is providing or may provide to any competitor of the Company.

2.6 Reports and Work in Progress

(a) The Investor shall provide the Company with activity reports in such form and content as the Company may reasonably require; and assigned deliverables in such form and content as the Company may reasonably require including, but not limited to, those listed in the Services.

(b) The above-mentioned reports and deliverables shall be given to the attention of the CEO or their designate.

(c) On reasonable notice, the Company may inspect the Investor's work in progress, or records of services, and receive copies of each.

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2.7 Termination of Services

(a) Notwithstanding anything to the contrary in this Agreement, the Company may terminate the Services and its obligations under this clause 2 without notice in the event that the Investor:

(i) breaches any term of this Agreement as it relates to the provision of Services;

(ii) neglects the Services or any other duty to be performed by the Investor under this clause 2;

(iii) engages in any conduct which is dishonest, or damages the reputation or standing of the Company;

(iv) files a voluntary petition in bankruptcy; or

(v) is adjudicated as bankrupt or insolvent.

(b) Upon termination of the Services pursuant to clause 2.7(a) for any reason, the Investor shall promptly deliver the following in accordance with the directions of the Company:

(i) a final accounting, reflecting the balance of expenses incurred on behalf of the Company as of the date of termination;

(ii) all documents pertaining to the Company or this Agreement, including, but not limited to, all Confidential Information, books of account, correspondence and contracts; and

(iii) all equipment and any other property belonging to the Company.

2.8 Confidential Information

(a) For the purposes of this Agreement, “Confidential Information” means information, whether or not originated by the Investor, the Company or their respective representatives, that relates to the business or affairs of the Company, its Affiliates, clients, sales personnel or suppliers and is confidential or proprietary to, about or created by the Company, its Affiliates, clients or suppliers, including, but not limited to, the following:

(i) any technical and non-technical information related to the Company’s business and current, future and proposed products and services of the Company;

(ii) information relating to strategies, research, communications, business plans and financial data of the Company;

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(iii) any information of or regarding the Company and its business which is not readily publicly available;

(iv) work product resulting from or related to work or projects performed, or to be performed, for the Company or its Affiliates, including, but not limited to, the methods, processes, procedures, analysis, techniques and audits used in connection therewith;

(v) any intellectual property contributed to the Company, and any other technical and business information of the Company and its Affiliates which is of a confidential, trade secret and/or proprietary character;

(vi) marketing and development plans, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques, methods of obtaining business, forecasts and forecast assumptions and volumes, current and prospective client lists, and future plans and potential strategies of the Company that have been or are being discussed;

(vii) information belonging to third parties or which is claimed by third parties to be confidential or proprietary and which the Company has agreed to keep confidential; and

(viii) any other information that becomes known to the Investor as a result of this Agreement or the services performed hereunder, including information received by the Company from others, that the Investor, acting reasonably, believes is confidential information or that the Company takes measures to protect.

(b) The Investor's obligations under this clause 2.8 do not apply to any Confidential Information that the Investor can demonstrate with documentary evidence:

(i) was in the public domain at the time the Confidential Information was communicated to the Investor by the Company through no fault of the Investor;

(ii) was rightfully in the Investor's possession free of any obligation of confidence at the time the Confidential Information was communicated to the Investor by the Company;

(iii) relates to the general skills and experience gained by the Investor during the Investor's provision of the Services to the Company that the Investor could reasonably have been expected to acquire in similar retainers or engagements with other companies, including direct competitors of the Company;

(iv) is information, the disclosure of which by the Investor is required to be made by any law, regulation or governmental authority or legal process of discovery (to the extent of the requirement), provided that before disclosure is made, notice

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of the requirement is provided to the Company, and to the extent reasonably possible in the circumstances, the Company is afforded an opportunity to dispute the requirement; or

(v) was independently developed by the Investor without use of, or reference to, any Confidential Information communicated to the Investor by the Company. A disclosure of any Confidential Information by Investor in response to a valid order by a court or other governmental body or as otherwise required by law will not be considered to be a breach of this Agreement or a waiver of confidentiality for other purposes, provided, however, that the Investor provides immediate prior written notice of such order to the Company to enable the Company to seek a protective order or otherwise prevent the disclosure.

(c) The Investor acknowledges that the Confidential Information is a valuable and unique asset of the Company and that the Confidential Information is and will remain the exclusive property of the Company. The Investor agrees to maintain securely and hold in strict confidence all Confidential Information received, acquired or developed by the Investor or disclosed to the Investor as a result of or in connection with the Services. The Investor agrees that, both during and after the termination of this Agreement, the Investor will not, directly or indirectly, divulge, communicate, use, copy or disclose or permit others to use, copy or disclose, any Confidential Information to any Person, except as such disclosure may be consented to by prior written authorization of the board of directors of the Company.

(d) The Investor may use the Confidential Information solely to perform the Services for the benefit of Company and for no other purpose. The Investor shall treat all Confidential Information with the same degree of care as the Investor accords to the Investor's own confidential information, but in no case shall the Investor use less than a secure degree of care, viewed objectively in relation to the Confidential Information. The Investor shall immediately give notice to the Company of any unauthorized use or disclosure of the Confidential Information. The Investor shall assist the Company in diligently remedying any unauthorized use or disclosure of the Confidential Information.

(e) All Confidential Information and any materials and items (including, without limitation, software, equipment, tools, artwork, documents, drawings, papers, diskettes, tapes, models, apparatus, sketches, designs and lists) that the Company furnishes to the Investor, whether delivered to the Investor by the Company or made by the Investor in the performance of the Services, and whether or not they contain or disclose Confidential Information (collectively, the "Company Property"), are the sole and exclusive property of the Company or the Company's Affiliates, suppliers or customers. The Investor agrees to keep all Company Property at the Investor's premises unless otherwise permitted in writing by the Company, and will treat the Company Property with the same degree of care as the Investor treats its own property, but in no case shall the Investor use less than a secure degree of care, viewed objectively in relation to the Confidential Information.

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Within ten (10) Business Days after any request by the Company, the Investor shall destroy or deliver to the Company, at the Company’s option: (i) all Company Property and (ii) all materials and items in the Investor’s possession or control that contain or disclose any Confidential Information. The Investor will provide the Company a written certification of the Investor’s compliance with the Investor’s obligations under this paragraph (e).

(f) The Investor represents and warrants that the Investor has not used and will not use, while performing the Services, any materials or documents of another company which the Investor is under a duty not to disclose. The Investor understands that, while performing the Services, the Investor shall not breach any obligation or confidence or duty the Investor may have to any current or former client or employer. The Investor represents and warrants that it will not, to the best of its knowledge and belief, use or cause to be incorporated in any of the Investor’s work product, any data software, information, designs, techniques or know-how which the Investor or the Company does not have the right to use.

2.9 Limitation of Liability

No Party shall be liable to the other hereunder for any indirect, consequential or special damages whatsoever in connection with the Services, provided however that this limitation shall not apply to any claims relating to a breach of the confidentiality provisions of the Agreement, any claims for infringement of intellectual property rights, any obligations of indemnity, or any obligation with respect to compliance with privacy legislation.

3. COMMITMENT FOR INVESTMENT

3.1 Commitment

The Investor will make the Commitment effective on the Closing Date in consideration for payment of the Fee and issuance of the Fee Warrants. Following payment of the Fee and issuance of the Fee Warrants, from time to time during the Commitment Period, the Company may request that funds be advanced to the Company by the Investor pursuant to Drawdown Notices and the corresponding Acceptance Notices on the terms and subject to the conditions in this Agreement.

3.2 Additional Commitment

The Company may, from time to time during the Commitment Period, request an increase in the principal amount of the Commitment from the Company by delivering a written request for an Additional Commitment to the Company in substantially the form provided at Exhibit F, which notice shall include the date of the request, the amount of the additional commitment expressed in Canadian dollars which is in excess of the Commitment and any prior mutually agreed upon additional commitments (the “Additional Commitment”), and the deadline by which the Investor must accept or reject the request for Additional Commitment which deadline must be at least ten (10) Trading Days from the date of the request. The Investor is under no obligation to accept any request for an Additional Commitment, and

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acceptance on one request for Additional Commitment does not obligate the Investor to accept any future requests for Additional Commitment. If the Investor accepts any request for Additional Commitment, the Investor will deliver an executed copy of the acceptance in substantially the form provided at Exhibit F to the Company and the Company will be required to pay the Additional Commitment Fee and issue the Additional Fee Warrants to the Investor in accordance with clause 4.2. The Additional Commitment will not be effective until the Additional Commitment Fee is paid and Additional Fee Warrants are issued. All Additional Commitments that are agreed to and accepted by the Investor will be governed by the terms and conditions of this Agreement as if the then outstanding principal amount of the Commitment was increased to include any accepted Additional Commitments.

4. COMMITMENT FEE AND FEE WARRANTS

4.1 Commitment Fee and Fee Warrants

(a) The Company shall pay to the Investor a fee equal to 8.0% of the Commitment (the “Fee”) on the Closing Date and issue the Fee Warrants to the Investor on the Closing Date.

(b) The Fee is payable and the Fee Warrants are issuable irrespective of whether any Equity Drawdown Notices have been delivered on or before the Closing Date.

(c) The Fee may be paid at the Company’s sole discretion either in cash by wire transfer as directed by the Investor or by the issuance of Common Shares, at a deemed issue price equal to the greater of: (i) the Exchange Minimum Price, and (ii) the Set Price.

(d) The Investor acknowledges that any Securities issued to the Investor pursuant to clauses 4.1(a) and 4.1(c) will be issued pursuant to exemptions from the prospectus requirements under Applicable Securities Law and the Investor shall confirm, at the applicable times, the requisite information, if any, in order for the Company and its legal counsel to confirm the availability of exemptions from the prospectus requirements (including but not limited to providing a duly completed and executed Consultant Certificate, Alternative Exemption Certificate or Accredited Investor Certificate, as applicable, dated the date of issuance of the Common Shares).

(e) The Company covenants and agrees to file reports on Form 45-106F1 in connection with issuances of Securities to the Investor pursuant to this Agreement, if and as required by NI 45-106 and Applicable Securities Laws;

(f) The Investor hereby represents, warrants and covenants to the Company that all actions by the Investor hereunder shall at all times be in compliance with applicable laws in all material respects, including but not limited to Applicable Securities Laws.

(g) If any sum payable under this clause 4.1 is not paid on the due date of payment, interest shall accrue on such sum from and including the due date for payment to but excluding the date on which payment is made at a rate of five percent (5.0%) above the prime rate as set by the Bank of Canada from time to time.

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(h) If for any reason, at any time after the Closing Date and before the Fee is paid:

(i) the Company fails to comply with its obligations to pay the Fee or issue the Fee Warrants in accordance with clause 4.1(a);

(ii) (A) the Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and (if such breach is curable) such breach is not cured within five (5) Business Days following receipt by the Company of notice of such breach from the Investor, or (B) if there has been any Material Adverse Event;

(iii) the Company ceases to carry on business; or

(iv) any steps are taken by any Person to initiate any form of bankruptcy, insolvency, receivership, tutorship or administration proceedings in relation to the Company, the Fee at that time shall become immediately due and payable in cash.

(i) The Fee Warrants are transferable by the Investor, subject to the Company's prior written consent, which consent shall not be unreasonably withheld.

4.2 Additional Commitment Fee and Additional Fee Warrants

(a) If a request for Additional Commitment is accepted and agreed to by the Investor, subject to there being no Exchange Objection, the Company shall pay to the Investor a fee equal to 8.0% of the Additional Commitment (the "Additional Commitment Fee") and issue the Additional Fee Warrants to the Investor within five (5) Trading Days of the date of acceptance by the Investor of the request for Additional Commitment. The Additional Fee Warrants are transferable by the Investor, subject to the Company's prior written consent, which consent shall not be unreasonably withheld or delayed. The Additional Commitment Fee may be paid at the Company's sole discretion either in cash by wire transfer as directed by the Investor or by the issuance of Common Shares, at a deemed issue price equal to the greater of: (i) the Exchange Minimum Price, and (ii) the Set Price.

(b) The Additional Commitment Fee and Additional Fee Warrants will be subject to the terms set out in clauses 4.1(b) to 4.1(h) which shall apply mutatis mutandis.

4.3 Securities Law Matters

(a) Subject to (i) the Company obtaining a Hold Period Waiver in respect of a proposed issuance of Securities under the Consultant Exemption, and (ii) the truth and accuracy of the Consultant Representations, as evidenced by the delivery of a duly completed and executed Consultant Certificate dated the date of issuance of the applicable Securities (together, the "Free Trading Conditions"), the Company will issue all Securities issuable to the Investor pursuant to clauses 4.1 and 4.2 in reliance on the Consultant Exemption. Prior to the issuance of any Securities to the Investor pursuant to clauses 4.1 or 4.2 in

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reliance on the Consultant Exemption, the Investor will deliver to the Company a duly completed and executed Consultant Certificate dated as of the date of such issuance of Securities.

(b) If the Free Trading Conditions are not satisfied, then the Acceptance Period relating to the relevant Equity Drawdown Notice will be extended by five (5) Trading Days and the Parties will work together within such extended Acceptance Period to find a mutually agreeable alternative exemption for the issuance of Securities pursuant to clauses 4.1 and 4.2 to the Investor without resale restrictions under NI 45-106 (or other Applicable Securities Laws) and the policies of the Exchange (an “Alternative Exemption”). Prior to the issuance of any Securities to the Investor pursuant to clauses 4.1 or 4.2 in reliance on an Alternative Exemption, the Company will provide the Investor with a form of investor certificate, in such form as may reasonably be required by the Company or its counsel, and the Investor will complete, execute and deliver the certificate to the Company, which certificate shall be dated as of the date of such issuance of Securities and certify the Investor’s qualification to rely on such Alternative Exemption and any other necessary information relating to such exemption (an “Alternative Exemption Certificate”).

(c) If the Free Trading Conditions are not satisfied and the Parties have not identified an Alternative Exemption in accordance with clause 4.3(b), subject to the truth and accuracy of the Accredited Investor Representations, as evidenced by the delivery of a duly completed and executed Accredited Investor Certificate dated the applicable issuance date and to waiver by the Investor of the condition in Section 5.3(g), the Company will issue Securities pursuant to clauses 4.1 and 4.2 to the Investor pursuant to the Accredited Investor Exemption. Prior to the issuance of any Securities to the Investor pursuant to clauses 4.1 or 4.2 in reliance on the Accredited Investor Exemption, the Investor will deliver to the Company a duly completed and executed Accredited Investor Certificate dated as of the date of such issuance of Securities.

(d) The Investor has been advised to consult its own legal advisors with respect to applicable resale and transfer restrictions on any Securities that may be issued to the Investor hereunder and acknowledges that it is solely responsible for complying with such restrictions.

CONDITIONS PRECEDENT

5.1 Mutual Conditions Precedent

The ability of the Company to issue an Equity Drawdown Notice or Note Drawdown Notice, as applicable, and the obligation of the Parties to complete the related Drawdown Closing are subject to the satisfaction of the following conditions which are for the mutual benefit of the Parties, unless any such condition has been waived in writing by the Parties:

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(a) the Parties shall have delivered to each other duly executed copies of this Agreement, and this Agreement shall be in full force and effect, enforceable against the Parties in accordance with its terms;

(b) the Closing Date shall have occurred;

(c) the Common Shares are Listed for trading on an Exchange and are not subject to any cease trade order or other restriction that would impact the ability of the Parties to complete the transactions contemplated by this Agreement;

(d) neither: (i) issuance of Drawdown Units to the Investor pursuant to such Equity Drawdown Notice, nor (ii) the issuance of the Note to the Investor pursuant to such Note Drawdown Notice, as applicable will require the Company to obtain the approval of its shareholders; and

(e) no inquiry, investigation or other proceeding, whether formal or informal, has been commenced, announced or threatened, no order has been issued by any governmental or regulatory organization or stock exchange and there has been no change of law or policy, or the interpretation or administration thereof, which operates or could operate to prevent, suspend, hinder, delay, restrict or otherwise have a significant adverse effect on the transactions contemplated by the Agreement or which could have a material adverse effect on the Investor.

5.2 Conditions Precedent in Favor of the Company

The ability of the Company to issue any Equity Drawdown Notice or Note Drawdown Notice and the obligation of the Parties to complete any Drawdown Closing is subject to the satisfaction of the following conditions which are for the benefit of the Company, unless any such condition has been waived in writing by the Company:

(a) the Company has obtained all the Required Approvals in respect of the particular Drawdown Closing (in a form reasonably acceptable to the Investor) and such Required Approvals are in full force and effect such that up to 200% of the Subscription Number specified in the applicable Equity Drawdown Notice may be duly allotted and issued to the Investor;

(b) the distribution of any Securities relating to such Equity Drawdown Notice to the Investor must qualify for an exemption from the prospectus requirements of Applicable Securities Laws;

(c) the representations and warranties of the Investor contained herein are true and correct in all material respects as of the relevant Subscription Day and Drawdown Closing Date as repeated at that time by and with respect to the Investor (except that representations and warranties that are expressed by their terms to be made as of a specific date need be true in all respects only as of such date); and

(d) the Investor has performed, satisfied and complied in all material respects with all covenants, obligations, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the date of the Equity Drawdown Notice or Note Drawdown Notice, as applicable, and the Drawdown Closing Date, as applicable, and a certificate of a senior officer of the Investor certifying the statements in clauses 5.2(c) and 5.2(d) will be delivered to the Company on the date of the applicable Drawdown Closing.

5.3 Conditions Precedent in Favor of the Investor

The obligation of the Parties to complete any Drawdown Closing are subject to the satisfaction of the following conditions which are for the benefit of the Investor, unless any such condition has been waived in writing by the Investor:

(a) the representations and warranties of the Company contained herein are true and correct in all material respects as of the relevant Subscription Day and Drawdown Closing Date as repeated at that time by and with respect to the Company (except that representations and warranties that are expressed by their terms to be made as of a specific date need be true in all respects only as of such date);

(b) the Company has performed, satisfied and complied in all material respects with all covenants, obligations, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the date of the Equity Drawdown Notice or Note Drawdown Notice, as applicable, and the Drawdown Closing Date, as applicable, and a certificate of a senior officer of the Company certifying the statements in clauses 5.3(a) and 5.3(b) will be delivered to the Investor on the date of the applicable Drawdown Closing;

(c) the Company having made all requisite filings and disclosures pursuant to the policies of the Exchange and Applicable Securities Law, and no Exchange Objection having been received;

(d) no third party consents, notices or waivers being required with respect to the issuance of a Note, other than as may be required by the Listing Rules;

(e) the Company has obtained all the Required Approvals in respect of the particular Drawdown Closing (in a form reasonably acceptable to the Investor) and such Required Approvals are in full force and effect such that up to 200% of the Subscription Number specified in the applicable Equity Drawdown Notice may be duly allotted and issued to the Investor;

(f) the Company has received Pricing Approval, if required;

(g) subject to clause 7.2(e), the Drawdown Closing shall not result in the Investor being required to file any report or filing in any jurisdiction under any Applicable Securities Laws;

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(h) with respect to the issuance of Securities, subject to an alternative being mutually agreed to by the parties in accordance with clause 4.3(b) or availability of the exemption contemplated in clause 4.3(c), the Free Trading Condition being satisfied;

(i) the issuance of any Securities pursuant to this Agreement will not result in the Investor becoming a Significant Shareholder of the Company at the time of issuance;

(j) the Pricing Period is not an Excluded Period;

(k) the Listing of the Common Shares has not been suspended or threatened to be suspended, either temporarily or permanently, by the Exchange or any applicable governmental or other authority having jurisdiction, on and during the twenty (20) Trading Days prior to the relevant Equity Drawdown Notice, Note Drawdown Notice and Drawdown Closing;

(l) no change having become effective between the Effective Date and the relevant Drawdown Date, in any law or regulation (whether governmental or otherwise) or in any Listing Rules which would adversely affect in any material aspect the holding or disposal of Securities or the Note by the Investor or the Investor's rights in respect thereof;

(m) there shall have been no reasonable allegation of fraud or failure to comply with Applicable Securities Laws and Exchange policies committed by, or on the part of, the Company, its officers, directors or shareholders and Affiliates or their respective officers or directors;

(n) no Material Adverse Event has occurred or is reasonably expected to occur;

(o) the Equity Drawdown Maximum has not been reached;

(p) there is no material information relating to the Company as at the date of the relevant Equity Drawdown Notice or as at the relevant Drawdown Date that has not been publicly disclosed; and

(q) the Company is not insolvent, has not committed, and is not contemplating, an act of bankruptcy, proposed a compromise or arrangement to its creditors generally, had any petition for a receiving order in bankruptcy filed against it, taken any proceeding with respect to a compromise or arrangement, taken any proceeding to have itself declared bankrupt, taken any proceeding to have a receiver appointed over any part of its assets, had any encumbrancer take possession of any of its property, or had any execution or distress become enforceable or become levied upon any of its property.

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6. DRAWDOWNS

6.1 Equity Drawdowns and Note Drawdowns

Subject to the satisfaction (or waiver in writing by the applicable Party) of the applicable conditions set forth in clause 5, the Company may, from time to time during the Commitment Period, be entitled to issue either an Equity Drawdown Notice or a Note Drawdown Notice to the Investor in accordance with the terms and conditions of this Agreement. The aggregate amount of all Equity Drawdown Amounts and all Note Principal Amounts advanced by the Investor to the Company hereunder shall not be greater than the total value of the Commitment and, if applicable, the Additional Commitment.

6.2 Delivery of Equity Drawdown Notice

(a) Subject to the satisfaction (or waiver in writing by the applicable Party) of the applicable conditions set forth in clause 5, the Company shall be entitled to issue an Equity Drawdown Notice to the Investor on any Trading Day during the Commitment Period.

(b) An Equity Drawdown Notice shall (i) be completed and duly executed as required, (ii) specify the Minimum Acceptable Price and the Subscription Number, and (iii) be delivered on each occasion in substantially the form provided at Exhibit A.

(c) An Equity Drawdown Notice shall be irrevocable once it has been delivered by the Company to the Investor, subject to clauses 6.2(e) and 6.2(g).

(d) The Company may issue as many Equity Drawdown Notices as it may elect during the Commitment Period provided that, after delivery of an Equity Drawdown Notice or Note Drawdown Notice, the Company may not, without the prior consent of the Investor, thereafter deliver a further Equity Drawdown Notice or Note Drawdown Notice until the expiry of the Acceptance Period relating to the Equity Drawdown Notice or Note Drawdown Notice that has already been delivered.

(e) If any Equity Drawdown Notice or corresponding issuance of Drawdown Units would result in the Investor becoming a Significant Shareholder of the Company, then the Drawdown Amount, Drawdown Payment and number of Drawdown Units issuable will be adjusted downward accordingly to result in the Investor holding a maximum of 9.9% of the then outstanding voting securities of the Company on a partially diluted basis.

6.3 Acceptance or Rejection of Equity Drawdown Notice

(a) The Pricing Period shall commence on the first Trading Day following the date of an Equity Drawdown Notice.

(b) The Investor shall, subject to this clause 6.2, within a period of five (5) Trading Days from the last day of the Pricing Period (the “Equity Acceptance Period”) accept or, if any condition to the issuance of an Equity Drawdown Notice set forth in clause 5 has not been

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met or the Refusal Right exists with respect to such Equity Drawdown Notice, reject the Equity Drawdown Notice.

(c) In the event that the Drawdown Units to which the Equity Drawdown Notice relates exceed the Equity Drawdown Maximum, the Equity Drawdown Notice shall be deemed to be amended such that it is equal to the Equity Drawdown Maximum.

(d) In the event that the Drawdown Units to which the Equity Drawdown Notice relates do not exceed the Equity Drawdown Maximum, and the Refusal Right does not exist with respect to such Equity Drawdown Notice, no later than the last Business Day of the relevant Acceptance Period, the Investor shall issue an “Acceptance Notice” in substantially the form provided at Exhibit B hereto and deliver the Acceptance Notice to the Company. The Acceptance Notice shall specify how many Drawdown Units the Investor is purchasing, which shall not be less than 50% of the Subscription Number in the Equity Drawdown Notice and cannot be greater than 200% of the Subscription Number in the Equity Drawdown Notice.

(e) In the circumstances in which the Refusal Right exists with respect to an Equity Drawdown Notice or if any condition to the issuance of an Equity Drawdown Notice set forth in clause 5 have not been met, the Investor may (i) deliver a “Rejection Notice” in substantially the form provided at Exhibit C hereto or (ii) deliver a notice to the Company requesting the Company to immediately re-issue the Equity Drawdown Notice in question at a price and upon terms acceptable to the Investor, acting reasonably and in accordance with the terms hereof, and the Exchange (a “Re-Issue Notice”). In circumstances where the Investor has delivered a Re-Issue Notice and the Company wishes to accept the terms set out in the Re-Issue Notice, the price for the Drawdown Units in relation to such re-issued Equity Drawdown Notice shall be the revised price set forth in the Re-issue Notice and all provisions of this Agreement shall apply mutatis mutandis. For greater certainty, it is acknowledged and agreed that the Company shall be under no obligation to accept the terms of any Re-Issue Notice from the Investor or to re-issue a Drawdown Notice reflecting the terms of a Re-Issue Notice.

(f) In the event where there is a Knockout Day during the applicable Pricing Period, this day shall be excluded from the Subscription Price calculation and the Investor’s purchase obligation shall be reduced by 10%.

(g) In no event shall the Company be obligated to issue Drawdown Units pursuant to a Drawdown Notice at a price less than the Minimum Acceptable Price. In the event that the Subscription Price as calculated herein is less than the Minimum Acceptable Price, the Company may withdraw the applicable Equity Drawdown Notice.

6.4 Equity Drawdown Closing

Each Equity Drawdown Closing will occur on the date that is the later of: (i) five (5) Business Days after the date of the applicable Acceptance Notice, and (ii) the earliest date permitted pursuant to the Listing Rules

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(in each case, an “Equity Drawdown Date”). On each Equity Drawdown Date, the Investor will wire the Equity Drawdown Amount specified in the applicable Acceptance Notice to the Company in accordance with particulars provided by the Company and the Company shall issue to the Investor the Drawdown Shares and Drawdown Warrants constituting the Drawdown Units subscribed for by the Investor in the Acceptance Notice. Drawdown Warrants will be transferable by the Investor, subject to the Company’s prior written consent, which consent shall not be unreasonably withheld or delayed.

6.5 Top Up Payment

From time to time upon the occurrence of a Top Up Triggering Event, and provided that (a) the Investor has delivered the Top Up Payment Notice to the Company in accordance with this Agreement and (b) there is no Exchange Objection, the Company shall be required to pay the Top Up Payment to the Investor within five (5) Business Days of the date the Top Up Payment Notice is delivered to the Company in accordance with the terms thereof. For greater certainty, with respect to each Drawdown Closing, in no circumstances shall the Top Up Payment result in the Investor receiving more Top Up Payment Shares than allowable pursuant to the Listing Rules and this Agreement at the time of a Drawdown Closing, and in particular in no circumstances shall: (A) the sum of the number of Top Up Payment Shares to be issued and the number of Drawdown Shares issued, be greater than (B) the number of shares equal to the quotient of Equity Drawdown Amount divided by the Exchange Minimum Price.

6.6 Delivery of Note Drawdown Notice

(a) Subject to the satisfaction (or waiver in writing by the applicable Party) of the applicable conditions set forth in clause 5, the Company shall be entitled to issue a Note Drawdown Notice to the Investor on any Trading Day during the Commitment Period.

(b) A Note Drawdown Notice shall (i) be completed and duly executed as required, (ii) specify the Note Principal Amount, and (iii) be delivered on each occasion in substantially the form provided at Exhibit J.

(c) A Note Drawdown Notice shall be irrevocable once it has been delivered by the Company to the Investor, subject to clauses 6.3(e) and 6.3(g).

(d) The Company may issue as many Note Drawdown Notices as it may elect during the Commitment Period provided that, after delivery of an Equity Drawdown Notice or Note Drawdown Notice, the Company may not, without the prior consent of the Investor, thereafter deliver a further Equity Drawdown Notice or Note Drawdown Notice until the expiry of the Acceptance Period relating to the Equity Drawdown Notice or Note Notice Period that has already been delivered.

6.7 Acceptance or Rejection of Note Drawdown Notice

(a) The Investor shall in its sole discretion, subject to this clause 6.3, within a period of five (5) Trading Days from the date of the Note Drawdown Notice (the “Note Acceptance Period”) accept or reject the Note Drawdown Notice.

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(b) If the Investor intends to accept the Note Drawdown Notice, it shall issue an acceptance notice in substantially the form provided at Exhibit K hereto (the “Note Acceptance Notice”) no later than the last Business Day of the Note Acceptance Period. The Note Acceptance Notice shall specify the Note Principal Amount, which shall not be less than 50% of the Note Principal Amount in the Note Drawdown Notice and cannot be greater than 200% of the Note Principal Amount in the Note Drawdown Notice.

(c) If the Investor has not delivered a Note Acceptance Notice to the Company by the last Business Day of the Note Acceptance Period, then the Note Drawdown Notice will be deemed to be rejected by the Investor and there will be no obligation for the Investor to fund any portion of the Note Principal Amount requested in the rejected Note Drawdown Notice.

6.8 Note Drawdown Closing

Each Note Drawdown Closing will occur on the date that is the later of: (i) five (5) Business Days after the date of the applicable Note Acceptance Notice, and (ii) the earliest date permitted pursuant to the Listing Rules (in each case, a “Note Drawdown Date”). On each Note Drawdown Date, the Investor will wire the Note Principal Amount specified in the applicable Note Acceptance Notice to the Company in accordance with particulars provided by the Company and the Company shall issue a duly executed promissory note to the Investor in substantially the form attached hereto as Exhibit L (the “Note”).

7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

7.1 Representations, Warranties and Undertakings of the Company

The Company hereby represents, warrants and undertakes to the Investor that the Warranties of the Company are true and accurate in all respects as at the date of this Agreement. The Warranties of the Company shall be deemed to have been repeated by the Company as at each Subscription Day, as at each Drawdown Date and as at each date on which Drawdown Shares and Drawdown Warrants constituting the Drawdown Units are issued pursuant to this Agreement (except that Warranties of the Company that are expressed by their terms to be made as of a specific date need be true in all respects only as of such date).

(a) Organization and Qualification

The Company and each of its Subsidiaries is duly incorporated and validly existing under the laws of its jurisdiction of incorporation with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted.

(b) Authorization; Enforcement

(i) The Company has and shall have the requisite corporate power and authority to enter into this Agreement and, on each Drawdown Date, to consummate the

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transactions contemplated by this Agreement that are to be consummated on that Drawdown Date and otherwise to carry out its obligations under this Agreement.

(ii) The execution and delivery of this Agreement and the completion by it of the transactions required hereby and thereby have been and will be duly authorized by all necessary action on the part of the Company.

(iii) This Agreement has been duly executed and delivered by the Company or on its behalf and the obligations of the Company under this Agreement constitute and will constitute valid and binding obligations of the Company, enforceable against it in accordance with their terms.

As at the Subscription Day, the issue of any Securities which may be issued as a result of the relevant Equity Drawdown Notice or otherwise pursuant to this Agreement will not be subject to any pre-emptive or similar rights.

(d) Issue of Common Shares

The Company will have on each Subscription Day and corresponding Drawdown Date, an adequate reserve of authorized but unissued Common Shares to enable it to allot and issue: (i) the number of Drawdown Shares equal to the Subscription Number set forth in the relevant Equity Drawdown Notice or the number of Drawdown Units subscribed for pursuant to an Acceptance Notice, as applicable, (ii) the number of Warrant Shares equal to one-half of the Subscription Number set forth in the relevant Equity Drawdown Notice or the one-half of the number of Drawdown Units subscribed for pursuant to an Acceptance Notice, as applicable, and (iii) such number of additional Common Shares as may reasonably become issuable in connection with the relevant Equity Drawdown Notice or otherwise pursuant to this Agreement. When issued pursuant to this Agreement, the Securities shall be free of any Liens, duly authorised, validly issued, fully paid and non-assessable (in the case of Securities that are Common Shares, only), and application shall be made forthwith for the applicable Drawdown Shares and any applicable Warrant Shares to be Listed.

(e) No Conflicts

The execution, delivery and performance of this Agreement and the issue of Securities or Notes by the Company pursuant to this Agreement, and the completion by the Company, of the transactions contemplated hereby, do not and will not conflict with or violate any provision of its constating documents.

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(f) Consents and Approvals

Except for any necessary approvals from the Exchange, including the Hold Period Waiver and with respect to the issuance and Listing of applicable Drawdown Shares and Warrant Shares and the internal approvals referred to in clause 7.1(b)(ii), neither the Company nor any Subsidiary is or shall be required to obtain any consent, waiver, authorization or order of, or make any filing or registration with, or any court in connection with the execution, delivery and performance of this Agreement and the issue of the applicable Securities or Notes on each Drawdown Closing. As of any Drawdown Date, any necessary consents and approvals from the Exchange in respect of the Notes or the Drawdown Units and if applicable, other Securities, required to be issued pursuant to any Equity Drawdown Notice and Acceptance Notice or Note Drawdown Notice and Note Acceptance Notice, as applicable (collectively, the "Required Approvals") shall have been obtained and shall be in full force and effect. The Company may, however, be required to file, following the issuance of any Securities hereunder a report of exempt distribution on Form 45-106F1 pursuant to Applicable Securities Laws and such filings, if any, as may be required by the Listing Rules, within the prescribed period of time. The Company shall ensure that all Drawdown Shares and if applicable, Warrant Shares and any other Common Shares issued pursuant to this Agreement shall, subject to the Listing of the Common Shares already in issue remaining effective, be Listed with effect from the opening of business on the first Trading Day after their issue date.

(g) Litigation; Proceedings

There is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the directors of the Company, threatened against the Company or any of its Subsidiaries or any of their respective properties or assets before or by any court, governmental or administrative agency or regulatory authority which (i) relates to or challenges the legality, validity or enforceability of this Agreement; or (ii) could, individually or in the aggregate, be reasonably expected to impair materially the ability of the Company to perform fully on a timely basis its obligations under this Agreement.

(h) Exchange

The Company is unaware of any reason why the Exchange will not consent to the issuance of and/or List the maximum number of Drawdown Shares and Warrant Shares which may be issued pursuant to an applicable Acceptance Notice or otherwise pursuant to this Agreement.

(i) Non-Public Information

None of the Investor or any of its representatives or agents has been provided with any material information regarding or related to the Company or its operations, personnel, assets or prospects that has not otherwise been made publicly available.

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(j) No Insolvency or Bankruptcy

(i) No member of the Group is insolvent or bankrupt, has committed any act of insolvency or bankruptcy, (ii) no transfer of property has been or is being made by any member of the Group and (iii) no obligation has been or is being incurred by any member of the Group in connection with the transactions contemplated by this Agreement or related documents with the intent to hinder, delay or defraud creditors of any member of the Group.

(k) Engagement for Provision of Services

As of any date of issuance of Securities to the Investor hereunder, the Company will determine whether the Investor qualifies as a "consultant" (as such term is defined in NI 45-106) with respect to the Company and, specifically: whether the Investor is engaged by the Company to provide the Services; whether the Services include any services in relation to a "distribution" (as such term is defined in the Securities Act); whether the Investor is providing the Services under this Agreement another written agreement; and whether the Company is satisfied that the Investor is spending a significant amount of time and attention on the affairs and business of the Company.

(l) Money Laundering Laws

The operations of the Company and each of its Subsidiaries are and have been conducted at all times in compliance, in all material respects, with applicable financial recordkeeping and reporting requirements of the Canadian Proceeds of Crime (Money Laundering) and Terrorist Financing Act and the money laundering statutes of all other applicable jurisdictions and any related or similar rules, regulations or guidelines, issued, administered or enforced by any Governmental Entity (collectively, "Money Laundering Laws") and no Claim by or before any Governmental Entity involving the Company or any of its Subsidiaries with respect to Money Laundering Laws is pending or, to the knowledge of the Company, threatened.

(m) Bring Down

As at each Drawdown Date and as at each date on which any Securities or Notes are to be issued pursuant to this Agreement, the Company shall be deemed to represent and warrant to the Investor that there has been no Material Adverse Event which occurred or became public or generally known, or which is reasonably expected to occur.

The Company acknowledges that the Investor is entering into this Agreement and will acquire Securities and Notes, as applicable, in reliance on the representations, warranties, undertakings and covenants of the Company contained in this Agreement.

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7.2 Representations, Warranties and Undertakings of the Investor

The Investor hereby represents, warrants and undertakes to the Company that the Warranties of the Investor are true and accurate in all respects as at the date of this Agreement. The Warranties of the Investor shall be deemed to have been repeated by the Investor as at each Subscription Day, as at each Drawdown Date and as at each date on which Securities are issued or Notes are issued, as applicable, to the Investor pursuant to this Agreement (except that Warranties of the Investor that are expressed by their terms to be made as of a specific date need be true in all respects only as of such date).

(a) Organization; Authority

The Investor is a company duly formed, validly existing and currently resident under the laws of the UAE. The Investor has the requisite power and authority to enter into and to consummate the transactions contemplated hereby and otherwise to carry out its obligations hereunder.

(b) Authorization; Enforcement

(i) The Investor has and shall have the requisite corporate power and authority to enter into this Agreement and, on each Drawdown Date, to consummate the transactions contemplated by this Agreement that are to be consummated on that Drawdown Date and otherwise to carry out its obligations under this Agreement.

(iii) This Agreement has been duly executed and delivered by the Investor or on its behalf and the obligations of the Investor under this Agreement constitute and will constitute valid and binding obligations of the Investor, enforceable against it in accordance with their terms.

(c) Non-U.S. Person Status

The Investor is organized in the UAE and the Investor is not a U.S. Person and is subscribing for the Securities, pursuant to, and subject to the terms and conditions of, this Agreement in offshore transactions within the meaning of Regulation S under the 1933 Act.

(d) No Registration in the United States

(i) The Investor is aware that the Securities have not been registered under the 1933 Act or the securities laws of any state, territory or district of the U.S. or any "blue sky" laws and that the Securities may not be offered or sold directly or indirectly in the U.S. without registration under the 1933 Act or compliance with

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requirements of an exemption from registration and the Investor acknowledges that the Company has no present intention of filing a registration statement under the 1933 Act in respect of the Securities and that no representation in that regard was otherwise made by the Company;

(ii) The Investor will not offer or sell any Securities in the United States unless such Securities are registered under the 1933 Act and all applicable state securities or "blue sky" laws of the United States or an exemption from such registration requirements is available.

(iii) The offer to purchase Securities was not made to the Investor in the United States.

(iv) At the time of the applicable Acceptance Notice and at the time this Agreement was executed and delivered, the Investor (or the Investor's authorized signatory) was outside of the United States.

(e) Regulatory Filings

The Investor will sign, deliver and file or will assist the Company in filing the reports, commitments and other documents relating to the creation, issue and/or sale of the Securities that may be required by Applicable Securities Laws and, if applicable, applicable securities laws of the UAE, within the prescribed deadlines.

(f) Sale of Securities

(i) The Investor shall not at any time during the Commitment Period sell Common Shares exceeding the number of Common Shares which it owns.

(ii) The Investor undertakes that during the Commitment Period it will not acquire, and the Investor shall not, notwithstanding any terms hereof, be obligated to acquire or subscribe for, any Securities which would in aggregate result in the Investor becoming a Significant Shareholder.

(g) Consultant

(i) As the date of issuance of any Securities to the Investor hereunder in reliance on the Consultant Exemption, the Investor is and will be a "consultant" (as such term is defined in NI 45-106) with respect to the Company and, specifically:

(A) is and will be engaged to provide services to the Company, which do not include any services in relation to a "distribution" (as such term is defined in the Securities Act);

(B) provides and will provide such services under this Agreement; and

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(ii) As at the date of any issuance of any Securities to the Investor hereunder in reliance on the Consultant Exemption, the Investor is and will be acquiring the Securities voluntarily.

(iii) On the date of issuance of any Securities to the Investor hereunder in reliance on the Consultant Exemption, if requested by the Company, the Investor will deliver a duly completed and signed copy of the Consultant Certificate, dated such date, in substantially the form provided at Exhibit H.

(h) Alternative Exemption

On the date of issuance of any Securities to the Investor hereunder in reliance on the Alternative Exemption, if requested by the Company, the Investor will deliver a duly completed and signed copy of the Alternative Exemption Certificate, dated such date.

(i) Accredited Investor

(i) As the date of issuance of any Securities to the Investor hereunder in reliance on the Accredited Investor Exemption, the Investor is and will be an “accredited investor” (as such term is defined in NI 45-106) with respect to the Company and:

(A) the Investor will be acquiring such Securities as principal or will be deemed to be acquiring such Securities as principal under NI 45-106; and

(B) the Investor was not created, or is not used, solely to acquire or hold securities as an accredited investor described in paragraph (m) of the definition of “accredited investor” in Section 1.1 of NI 45-106.

(ii) On the date of issuance of any Securities to the Investor hereunder in reliance on the Accredited Investor Exemption, if requested by the Company, the Investor will deliver a duly completed and signed copy of the Accredited Investor Certificate, dated such date, in substantially the form provided at Exhibit G.

(j) Financial Risks

The Investor is able to bear the financial risks associated with an investment in the Securities issuable hereunder. The Investor is capable of evaluating the risks and merits of an investment in the Securities by virtue of its experience as an investor and its knowledge, experience, and sophistication in financial and business matters and the Investor is capable of bearing the entire loss of its investment in same.

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(k) Directed Selling Efforts

Neither the Investor nor any of its Affiliates has engaged in or will engage in any form of general solicitation or general advertising with respect to offers or sales of the Securities, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising.

(l) Short Selling Restriction

The Investor covenants from and after the date hereof through and including date of termination of this Agreement, that none of the Investor, its Affiliates, associates (as such term is defined in the Securities Act), partners or insiders will hold a short position in Common Shares.

(m) Restrictions on Resales

In effecting any resales of Securities, the Investor will not engage in any sales, marketing or solicitation activities of the type undertaken by underwriters in the context of an offering of securities. The Investor will not:

(i) advertise or otherwise hold itself out as a dealer;
(ii) purchase or sell securities as principal from or to customers;
(iii) carry a dealer inventory in securities;
(iv) quote a market in securities;
(v) extend or arrange for the extension of credit in connection with securities transactions;
(vi) run a book of repurchase and reverse repurchase agreements;
(vii) use a carrying broker for securities transactions;
(viii) lend securities to customers; or
(ix) participate in a selling group.

(n) Unaffiliated Dealer

The Investor will not solicit offers to purchase Securities and will affect all sales of Securities through a dealer unaffiliated with the Investor and the Company and appropriately registered under Applicable Securities Laws.

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(o) Exchange Approval

The Investor acknowledges and agrees that each issuance of Securities, the payment of the Fee or any Additional Commitment Fee, the issuance of the Fee Warrants or Additional Fee Warrants or any other issuance of Securities (other than Warrant Shares) pursuant to this Agreement, will be subject to approval of the Exchange if required by the Listing Rules and there can be no guarantee that the Exchange will approve any issuance of Securities. Notwithstanding this clause, the Fee and Additional Commitment Fee shall be due and payable in accordance with the terms of this Agreement, regardless of whether or not Exchange approval is granted (however, the Investor acknowledges that without Exchange approval, the Fee and Additional Commitment Fee may only be paid in cash (rather than in Common Shares), and in such circumstance the Company shall be obliged to pay the Fee and Additional Commitment Fee in cash only).

(p) No conflict

The execution, delivery and performance of this Agreement, and the completion by the Investor, as applicable, of the transactions contemplated hereby, do not and will not conflict with or violate any provision of its constating documents or with any agreement to which the Investor is a party.

(q) Consents and Approvals

The Investor is not required to obtain any consent or authorization in connection with the execution, delivery and performance by the Investor of this Agreement.

(r) Litigation; Proceedings

There is no action, suit, notice of violation, proceeding or investigation pending or, to the best knowledge of the directors of the Investor, threatened against the Investor or any of its Subsidiaries or any of their respective properties or assets before or by any court, governmental or administrative agency or regulatory authority which (i) relates to or challenges the legality, validity or enforceability of this Agreement; or (ii) could, individually or in the aggregate, be reasonably expected to impair materially the ability of the Investor to perform fully on a timely basis its obligations under this Agreement.

(s) No Insolvency or Bankruptcy

The Investor is not insolvent or bankrupt, nor has it committed any act of insolvency or bankruptcy. No transfer of property has been or is being made by the Investor and no obligation has been or is being incurred by the Investor in connection with the transactions contemplated by this Agreement or related documents with the intent to hinder, delay or defraud creditors of the Investor.

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(t) Money Laundering Laws

The operations of the Investor are and have been conducted at all times in compliance, in all material respects, with applicable financial recordkeeping and reporting requirements of Money Laundering Laws and no Claim by or before any Governmental Entity involving the Investor with respect to Money Laundering Laws is pending or, to the knowledge of the Investor, threatened. The Investor covenants and agrees with the Company that it will not knowingly provide any funds to the Company in respect of any Equity Drawdown Amount that are proceeds of crime or provided in contravention of Money Laundering Laws. The funds representing the Equity Drawdown Amount will be advanced by the Investor hereunder and will not represent proceeds of crime for the purposes of the Money Laundering Laws and the Investor acknowledges that the Company may in the future be required by law to disclose the Investor's name and other information relating to this Agreement and the transactions described hereunder, on a confidential basis, pursuant to such legislation.

(u) International Purchaser Representations

(i) The Investor will acquire Securities hereunder pursuant to an exemption from any prospectus or securities registration requirements available to the Investor under applicable securities laws of its jurisdiction of residence or to which it is subject or, if such is not applicable, the Investor is permitted to acquire the Securities under such applicable securities laws without the need to rely on exemptions;

(ii) the Investor is knowledgeable of, or has been independently advised as to any securities laws having application to the Investor and this Agreement, other than the laws of Canada and the United States, and all regulatory notices, orders, rules, regulations, policies and other instruments incidental thereto, which would apply to this Agreement, if any;

(iii) the acquisition of securities by the Investor hereunder will not contravene any of the applicable securities laws in the jurisdiction of its residence and does not (A) trigger any obligation for any person to prepare and file a prospectus, registration statement, offering memorandum or similar document, or trigger any other ongoing reporting requirements with respect to such purchase or otherwise, (B) trigger any registration or other obligation on the part of the Company, or (C) require the Company to make any filings or seek any approvals of any kind whatsoever from any regulatory authority of any kind whatsoever in the jurisdiction of residence of the Investor;

(iv) The Investor will not sell or otherwise dispose of any securities acquired hereunder, except in accordance with applicable securities laws in Canada; and

(v) The acquisition of securities of by the Investor (A) will materially comply with the requirements applicable to each such distribution under the securities laws of the

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Investor's jurisdiction of residence; or (B) such acquisition will be exempt from such requirements.

The Investor acknowledges that the Company is entering into this Agreement and will issue the Securities or the Notes, as applicable, to the Investor in reliance on the representations, warranties, undertakings and covenants of the Investor contained in this Agreement.

8. OTHER AGREEMENTS OF THE PARTIES

8.1 Use of Funds

The subscription monies received by the Company as Equity Drawdown Amounts or Note Principal Amounts pursuant to this Agreement shall be used by the Company for the advancement of its stated business plan, strategic acquisitions, the exploration and development of the Company's mineral properties and for reasonable general working capital purposes.

8.2 Credit Enhancement

The Company may assign the proceeds of an Equity Drawdown Amount or Note Principal Amount in full or in part to sellers of acquisition target, strategic partners, lenders or others to act as an effective credit enhancement.

8.3 Solicitation Materials

In relation to this Agreement, other than as may be required by law or any regulation, the Company and its Affiliates and any Person acting on their behalf have not and shall not: (a) distribute any offering materials in connection with the issuance of Securities; or (b) solicit an offer to buy or sell any Securities by means of any form of general solicitation or advertising; or (c) engage in any "directed selling efforts" as such term is defined in Rule 902 under the 1933 Act with respect to any Securities; or (d) take any action which would subject the issue of any Securities to registration requirements or to any securities laws of any other applicable jurisdiction.

8.4 No Endorsement or Recommendation

No agency, government entity, regulatory body, stock exchange or other entity has made any finding or determination as to the merit for investment of, nor have any such agencies or government entities made any recommendation or endorsement with respect to, the Securities. Neither the Company nor any Person acting on its behalf has given to the Investor any undertaking, written or oral, relating to the future value or price of the Securities.

8.5 No Requirement for Presentations or Meetings

The Investor relies exclusively on the Company's public filings, if any, and shall not require an investor presentation, investor meetings or other standard capital raising processes from the Company.

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9. TERMINATION

9.1 Automatic Termination

This Agreement shall automatically terminate at the end of the Commitment Period provided the Fee and, if applicable, the Additional Commitment Fee have been paid and the Fee Warrants, and if applicable, Additional Fee Warrants have been issued. For greater certainty, such termination shall apply in respect of this Agreement as a whole, including with respect to the Services and the Commitment.

9.2 Termination by Mutual Consent

This Agreement may be terminated at any time before or during the Commitment Period by the mutual written consent of the Company and the Investor. For greater certainty, such termination shall apply in respect of this Agreement as a whole, including with respect to the Services and the Commitment.

9.3 Termination by the Investor

(a) This Agreement may be terminated forthwith during the Commitment Period by the Investor by giving written notice of such termination to the Company if:

(i) the Company has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement (including, without limitation, any failure to issue and/or procure the Listing of Common Shares) and (if such breach is curable) such breach is not cured within thirty (30) days following receipt by the Company of notice of such breach from the Investor; or

(ii) there has been any Material Adverse Event.

(b) For greater certainty, upon termination pursuant to clause 9.3(a), (i) the Investor will not be required to return or surrender any fees paid to it or any Securities issued to it pursuant to this Agreement notwithstanding termination of this Agreement, and (ii) such termination shall apply in respect of this Agreement as a whole, including with respect to the Services and the Commitment.

9.4 Termination by the Company

(a) In addition to the Company's termination right provided in clause 2.7 with respect to the Services, this Agreement may be terminated forthwith by the Company:

(i) during the Commitment Period, if the Investor has breached in any material respect any representation, warranty, covenant or agreement contained in this Agreement and (if such breach is curable) such breach is not cured within thirty (30) days following receipt by the Investor of notice of such breach of this Agreement; or

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(ii) during the Commitment Period, after payment of the Fee and issuance of the Fee Warrants and, if applicable, Additional Commitment Fee and Additional Fee Warrants; or

(iii) prior to the Commitment Period, if the Closing Date has not occurred on or before the date that is 15 days from the date of this Agreement, unless the Parties agree in writing to extend such deadline.

(b) Notwithstanding the foregoing and anything else in this Agreement, the Company may not terminate this Agreement during the Commitment Period until it has paid the Fee and, if applicable, the Additional Commitment Fee to the Investor and, subject to clause 7.2(o), issued the Fee Warrants and, if applicable, Additional Fee Warrants to the Investor.

(c) For greater certainty, upon termination pursuant to clause 9.4(a), (i) the Investor will not be required to return or surrender any Securities issued to it pursuant to this Agreement notwithstanding termination of this Agreement; and (ii) such termination shall apply in respect of this Agreement as a whole, including with respect to the Services and the Commitment.

9.5 Effect of Termination

Nothing herein shall relieve any terminating Party from liability for any prior breach of any of its agreements, covenants, representations, warranties or other obligations under this Agreement or for fraud.

10. MISCELLANEOUS

10.1 Indemnity

The Investor agrees to indemnify and hold harmless the Company and its directors, officers, employees, agents, advisers and shareholders from and against any and all loss, liability, claim, damage and expense (including, but not limited to, any and all fees, costs and expenses reasonably incurred in investigating, preparing or defending against any claim, law suit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Investor contained herein or in any document furnished by the Investor to the Company in connection herewith (including but not limited to the Consultant Representations, the Consultant Certificate, the Alternative Exemption Representations, the Alternative Exemption Certificate, the Accredited Investor Representations and the Accredited Investor Certificate) being untrue in any material respect or any breach or failure by the Investor to comply in any material respect with any covenant or agreement made by the Investor herein, which indemnity shall be capped at an amount equal to the amount of funds received by the Company from the Investor pursuant to this Agreement.

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10.2 Fees and Expenses

(a) The Company shall:

(i) pay all and any stamp duty or share transfer or registration or similar duties, taxes or fees arising under the laws of any jurisdiction in connection with the issuance to the Investor of any Securities issued pursuant to this Agreement; and

(ii) pay the reasonable legal fees incurred by the Investor in connection with the negotiation and execution of this Agreement and in connection with the performance of the obligations of the Investor hereunder up to a maximum amount of CDN$26,000.

(b) Other than as expressly set out in this Agreement, each of the Parties shall pay its own costs, fees and expenses in connection with the negotiation and execution of this Agreement and the completion of the transactions contemplated by this Agreement.

(c) The Company acknowledges and agrees that the Investor will direct a portion of any Equity Drawdown Amount payable hereunder to its legal counsel without further authorization of the Company on account of the Investor's legal fees pursuant to paragraph 10.2(a) which remain payable from time to time.

10.3 Participation Right in Equity Offerings

If the Company undertakes an equity offering up to 12 months after the Closing Date, the Company hereby agrees that it will promptly provide written notice to the Investor of such proposed offering, and the Investor shall have the right (but not the obligation) to participate with a maximum position of 15% in connection with any such offering. The Investor will have three Business Days following written notification from the Company to exercise this right, failing which the Investor shall relinquish its rights with respect to that particular offering (but not subsequent offerings in the same 12-month period).

10.4 Entire Agreement

This Agreement (including the Exhibits to it) contains the entire agreement and understanding of the Parties with respect to the subject matter of this Agreement and supersedes all prior agreements and understandings, oral or written, relating to the subject matter of this Agreement. For the avoidance of doubt, all letters and any other arrangements written or entered into by the Parties prior to the date of this Agreement shall cease to be of any effect and no Party shall have any claim or right of action pursuant thereto.

10.5 Notices

Any notice or other communication required or permitted to be given under the terms of this Agreement shall be in writing and shall be deemed to have been received upon hand delivery (receipt acknowledged) or electronic mail transmission to the address designated below (if delivered on a Business Day prior to

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5:00 p.m., local time), or on the first Business Day following such delivery (if delivered other than prior to 5:00 p.m., local time on a Business Day). The addresses for such communications shall be:

(a) if to the Investor:

Crescita Capital LLC
Sharjah Media City
Sharjah, United Arab Emirates
Attention: Jason Wells, Managing Director

with a copy, which shall not constitute notice to:

(b) if to the Company:

Element79 Gold Corp.
1111 Melville Street, Suite 1100
Vancouver, BC V6E 3V6
Attention: James Tworek, CEO
Email: [email protected]

or, in all cases, such other address and email address as shall be notified in writing by the recipient Party to the sending Party from time to time.

10.6 Amendments; Waivers

No provision of this Agreement may be waived or amended except in a written instrument signed, in the case of an amendment, by each of the Parties, or, in the case of a waiver, by the Party against whom enforcement of any such waiver is sought.

10.7 Headings

The headings in this Agreement are for convenience only, and shall be ignored in construing its terms.

10.8 Assignment

No Party shall assign or otherwise transfer any of its rights under this Agreement without the consent of the other Party.

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10.9 Remedies and Waiver

The remedies provided in this Agreement shall be cumulative and in addition to all other remedies available under this Agreement or otherwise provided by law. Any delay by either Party in exercising or failing to exercise any right or remedy under this Agreement shall not constitute a waiver of the right or remedy or a waiver of any other rights or remedies and no single or partial exercise of any rights or remedy under this Agreement or otherwise shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy. Any waiver of a breach of any of the terms of this Agreement or of any default hereunder shall not be deemed to be a waiver of any subsequent breach or default and shall in no way affect the other terms of this Agreement.

10.10 Survival

The representations, warranties, covenants and agreements contained in this Agreement shall survive the signing of this Agreement, each Drawdown Date, the termination of the Commitment Period and the termination of this Agreement for a period of one year.

10.11 Counterpart Signatures

This Agreement may be executed in one or more counterparts, both of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each Party and delivered to the other Party, it being understood that the Parties need not sign the same counterpart. In the event that any signature is and electronic signature and/or is delivered by facsimile or email transmission, such signature shall create a valid and binding obligation of the Party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile signature page were an original thereof.

10.12 Severability

In case any one or more of the provisions of this Agreement shall be invalid or unenforceable in any respect, the validity and enforceability of the remaining terms and provisions of this Agreement shall not in any way be affected or impaired thereby.

10.13 Publicity

The Company undertakes to the Investor that: (a) on or prior to the date of delivery of the first Equity Drawdown Notice to the Investor pursuant to this Agreement, the Company shall notify the Exchange in accordance, where applicable, with the requirements of the Exchange, of the fact that this Agreement has been entered into by the Company; and (b) where public disclosure relating to matters contemplated by this Agreement is required by policies of the Exchange or under Applicable Securities Laws, it shall make such disclosure in accordance, where applicable, with the requirements of the Exchange or Applicable Securities Laws. Except in circumstances where doing so would be impractical, the Company and the Investor, acting promptly and reasonably, shall have the right to approve before issue any press releases or any other public statement which the other may propose to issue or make with respect to any aspect

47 -

of the transactions contemplated hereby (other than any announcement required pursuant to part (b) above).

10.14 Cost of Enforcement of this Agreement

In the event that the Investor takes any action to enforce any of the terms of, or preserve any rights under, this Agreement or to recover any sum owed to it in accordance with this Agreement, the Company shall, if the Investor has received judgment against the Company by a court, tribunal, mediator, arbitrator or other entity having jurisdiction, forthwith on demand reimburse the Investor and/or any of their Affiliates, as the case may be, for all costs and expenses (including legal fees and applicable taxes) reasonably incurred in connection with such enforcement, which reimbursement shall be capped at an amount equal to the amount of funds received by the Company from the Investor pursuant to this Agreement.

10.15 Further Assurances

Each Party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other Party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the completion of the transactions contemplated hereby and undertakes to collaborate with the other Parties to in connection with any request for information or proceeding of a regulatory authority.

10.16 Acknowledgment by the Company

The Company hereby acknowledges that:

(a) it has read and understood fully the content of this Agreement, and that it is entering into this Agreement on the basis of its own independent assessment of the risks and liabilities undertaken hereunder, without any representation having been made by the Investor or any of its Affiliates as to the effect, operation or results of this Agreement; and

(b) it has been advised by its own legal and financial advisers in relation to its assessment of the risks and liabilities undertaken hereunder and that neither the Investor nor any of its Affiliates has provided investment advice to it in connection with the matters agreed in this Agreement or has solicited or induced the Company to enter into this Agreement.

10.17 Exclusivity

The Company agrees not to enter into an equity drawdown agreement or a similar agreement with any investors other than the Investor for a period of three years from the Closing Date. This provision does not limit the Company from raising funds by any other means or selling securities at a lower, the same or a higher price or deemed price as those that are sold to the Investor.

Docusign Envelope ID: 50DA5086-566D-4CF5-8D51-70CD6FE7466E

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10.18 Governing Law and Jurisdiction

This Agreement (together with all documents to be entered into pursuant to its which are not expressed to be governed by another law) and any dispute or claim arising out of or in connection with it or its subject matter existence, validity or termination (including non-contractual disputes or claims) is governed by and shall be construed and take effect in accordance with the laws of the Province of British Columbia.

IN WITNESS WHEREOF the Parties have executed this agreement as of the Effective Date.

ELEMENT79 GOLD CORP.
Per:

Name: James Tworek
Title: Chief Executive Officer

CRESCITA CAPITAL LLC
Per:

Name: Jason Wells
Title: Managing Director

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT A
EQUITY DRAWDOWN NOTICE

To: CRESCITA CAPITAL LLC (the "Investor")
From: ELEMENT79 GOLD CORP. (the "Company")
DATE:

We refer to the Investment and Advisory Agreement (the "Agreement") dated effective February 10, 2025 among the Company and the Investor. This Equity Drawdown Notice is being delivered to you pursuant to clause 6.1 of the Agreement.

Subscription Number: _____ Drawdown Units⁽¹⁾
____ Drawdown Shares
______ Drawdown Warrants

Minimum Acceptable Price: CDN$ ___ per Drawdown Unit.

We hereby certify that that all conditions precedent to the delivery of this Equity Drawdown Notice pursuant to the Agreement have been satisfied (or waived in writing by you.)

ELEMENT79 GOLD CORP.

Signature: _____
Name: ____
Title: ___
Date: ______

⁽¹⁾ Must not be greater than the Equity Drawdown Maximum, being 500% of the average Daily Trading Volumes for the ten (10) Trading Days immediately preceding the date of this Equity Drawdown Notice.

EXHIBIT B
FORM OF ACCEPTANCE NOTICE

TO: ELEMENT79 GOLD CORP. (the “Company”)
From: CRESCITA CAPITAL LLC (the “Investor”)
DATE:

We refer to the Investment and Advisory Agreement (the “Agreement”) dated effective February 10, 2025 between the Company and the Investor. Capitalized terms defined in the Agreement have the same meaning herein. This Acceptance Notice is being delivered to you pursuant to clause 6.2 of the Agreement.

Subscription Number in Equity Drawdown Notice: _________

Number of Drawdown Units Subscribed for: _________

Number of Drawdown Shares comprising Drawdown Units: _________

Number of Drawdown Warrants comprising Drawdown Units: _________

Subscription Price per Drawdown Unit Subscribed for: CDN$ _________

We confirm that the number of Drawdown Units subscribed for is not less than 50% of the Subscription Number and not more than 200% of the Subscription Number in the Equity Drawdown Notice.

Equity Drawdown Amount: CDN$ _________
(Number of Drawdown Units Subscribed for x Subscription Price)

Remaining Balance of Commitment Available: CDN$ _________

The undersigned hereby directs you to issue:

_________ Drawdown Shares, and
_________ Drawdown Warrants, and

to register and deliver such Drawdown Shares and Drawdown as follows:

Name: Crescita Capital LLC
Address: Sharjah Media City, Sharjah, United Arab Emirates
Telephone: _____
Email: _______

[Signature page follows.]

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CRESCITA CAPITAL LLC

Signature: _________

Name: _________

Title: _________

Date: _________

EXHIBIT C
FORM OF REJECTION NOTICE

TO: ELEMENT79 GOLD CORP. (the “Company”)
From: CRESCITA CAPITAL LLC (the “Investor”)
DATE:

We refer to the Investment and Advisory Agreement (the “Agreement”) dated effective February 10, 2025 between the Company and the Investor. Capitalized terms defined in the Agreement have the same meaning herein. This Rejection Notice is being delivered to you pursuant to clause 6.2 of the Agreement.

Further to the Equity Drawdown Notice dated ____, we hereby reject the subscription on the basis of [the existence of the Refusal Right/failure to meet the conditions set out at clause (XX) of the Agreement].

CRESCITA CAPITAL LLC

Signature: _____
Name: ____
Title: ___
Date: ______

EXHIBIT D
FORM OF WARRANT CERTIFICATE

THE WARRANTS REPRESENTED BY THIS CERTIFICATE ARE TRANSFERRABLE, SUBJECT TO THE PRIOR WRITTEN CONSENT OF THE COMPANY WHICH SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED.

THIS WARRANT CERTIFICATE, AND THE SECURITIES EVIDENCED HEREBY, WILL BE VOID AND OF NO VALUE UNLESS EXERCISED ON OR BEFORE 5:00 P.M. (VANCOUVER TIME) ON [DATE THAT IS FIVE YEARS FROM THE DATE OF ISSUE].

ELEMENT79 GOLD CORP.

a corporation incorporated under the laws of the Province of British Columbia
having an office at Suite 1100 - 1111 Melville Street, Vancouver, BC V6E 3V6

NO. ______

WARRANTS
Each entitling the holder to acquire one common share of Element79 Gold Corp. subject to adjustment as set forth herein, in accordance with the terms and conditions set forth herein.

WARRANTS

THIS IS TO CERTIFY THAT for value received CRESCITA CAPITAL LLC, whose principal address is Sharjah Media City, Sharjah, United Arab Emirates (the "Holder") is the registered holder of the number of transferable (subject to the prior written consent of the Company, as set out in the Investment and Advisory Agreement (as defined herein)) warrants of ELEMENT79 GOLD CORP. (the "Company") stated above (each a "Warrant" and collectively, the "Warrants") and is entitled for each Warrant represented hereby to purchase one Share (as defined herein), subject to adjustment as hereinafter provided, in the capital of the Company, at any time and from time to time from the date of issue hereof up to and including 5:00 p.m. (Pacific Standard Time) on [the date that is five years from the date of issue] (the "Expiry Time"), at a price per Share equal to CDN$[●], subject to adjustment as hereinafter provided and subject to the Warrant Exercise Price Adjustment (as defined herein) (the "Exercise Price"), upon and subject to the following terms and conditions.

For purposes of this certificate (this "Warrant Certificate"):

(a) "Applicable Securities Laws" has the meaning ascribed to the term in the Investment and Advisory Agreement;

(b) "Business Day" means any day (except any Saturday or Sunday) on which banks in Vancouver, British Columbia are generally open for business

(d) "Common Shares" has the meaning ascribed to the term in the Investment and Advisory Agreement;

(e) "Drawdown Closing" has the meaning ascribed to the term in the Investment and Advisory Agreement;

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

(f) “Exchange” means Canadian Securities Exchange or such other recognized Canadian stock exchange on which the Common Shares are Listed;

(g) “Investment and Advisory Agreement” means the Investment and Advisory Agreement dated as of February 10, 2025 between the Holder and the Company, as may be amended from time to time;

(h) “Listing Rules” means the rules and policies of the Exchange applicable to a Listed company from time to time and “Listed” has the meaning ascribed to the term in the Investment and Advisory Agreement;

(i) “Maximum Percentage” shall have the meaning ascribed to the term at Section 10;

(j) “Shares” has the meaning ascribed to the term above in this warrant certificate;

(k) “Trading Day” means a day on which the Exchange is open and remains open for not less than 5 hours for general trading of securities;

(l) “VWAP” has the meaning ascribed to the term in the Investment and Advisory Agreement;

(a) “Warrant Adjusted Exercise Price” means an adjusted exercise price of the Warrants which is equal to the greater of: (i) the VWAP of the Common Shares during the Warrant Exercise Price Adjustment Period, and (ii) the Exchange Minimum Price at the time the Warrants were originally issued, in any case subject to the applicable Listing Rules;

(a) “Warrant Exercise Price Adjustment” means, upon the occurrence of a Warrant Exercise Price Adjustment Trigger, the adjustment of the exercise price of Warrants from the exercise price set at the time of issuance of such Warrants to the Warrant Adjusted Exercise Price, which reduction is triggered and becomes effective on the Warrant Exercise Price Adjustment Date, subject to the Listing Rules;

(b) “Warrant Exercise Price Adjustment Date” means the first anniversary of the issue date of the Warrants, provided that a Warrant Exercise Price Adjustment Trigger has occurred;

(c) “Warrant Exercise Price Adjustment Period” means the forty (40) Trading Days immediately preceding the first anniversary of the issue date of the Warrants; and

(d) “Warrant Exercise Price Adjustment Trigger” means the circumstances where on the Warrant Exercise Price Adjustment Date the VWAP of the Common Shares for the Warrant Exercise Price Adjustment Period is less than 80% of the exercise price that was set in respect of the Warrants at the time of issuance of the Warrants.

All capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the Investment and Advisory Agreement.

TERMS AND CONDITIONS

At any time and from time to time at or prior to the Expiry Time (the “Exercise Period”), the Holder may exercise all or any number of whole Warrants represented hereby, upon delivering to the Company at its address noted above, this Warrant Certificate, together with a duly completed and

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

executed subscription notice in the form attached hereto (the “Subscription Notice”) evidencing the election of the Holder to exercise the number of Warrants set forth in the Subscription Notice (which shall not be greater than the number of Warrants represented by this Warrant Certificate) and a certified cheque, money order or bank draft payable to the Company for the aggregate Exercise Price of all Warrants being exercised. If the Holder is not exercising all Warrants represented by this Warrant Certificate, the Holder shall be entitled to receive, without charge, a new warrant certificate representing the number of Warrants which is the difference between the number of Warrants represented by this Warrant Certificate and the number of Warrants being so exercised.

The Holder shall be deemed to have become the holder of record of Shares on the date (the “Exercise Date”) on which the Company has received a duly completed Subscription Notice, delivery of this Warrant Certificate and payment of the full aggregate Exercise Price in respect of the Warrants being exercised pursuant to such Subscription Notice; provided, however, that if such date is not a Business Day then the Shares shall be deemed to have been issued and the Holder shall be deemed to have become the holder of record of the Shares on the next following Business Day. Within five (5) Business Days of the Exercise Date, the Company shall issue and deliver (or cause to be delivered) to the Holder, by registered mail or pre-paid courier to its address specified in the register of the Company, one or more certificates for the appropriate number of Shares to which the Holder is entitled pursuant to the exercise of Warrants. All costs, expenses, transfer taxes and other charges payable in connection with the issue and delivery of the Shares shall be at the sole expense of the Company (other than withholding tax, if any).
The Company covenants and agrees that, until the Expiry Time, while any of the Warrants represented by this Warrant Certificate shall be outstanding, it shall reserve and there shall remain unissued out of its authorized capital a sufficient number of Common Shares to satisfy the right of purchase herein provided, as such right of purchase may be adjusted pursuant to Sections 5 and 6 of this Warrant Certificate. The Company represents and warrants that all Common Shares which shall be issued upon the due exercise of the right to purchase herein provided for, upon payment of the aggregate Exercise Price at which Shares may at that time be purchased pursuant to the provisions thereof, shall be issued as fully paid and non-assessable Common Shares and the holder thereof shall not be liable to the Company or its creditors in respect thereof. The Company further represents and warrants that this Warrant Certificate is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, provided that enforcement thereof may be limited by laws effecting creditors' rights generally and that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction.
The Exercise Price (and the number of Shares issuable upon exercise) shall be subject to the Warrant Exercise Price Adjustment and to adjustment from time to time in the events and in the manner provided as follows:

(a) Common Share Reorganization. If during the Exercise Period the Company shall:

(i) issue Common Shares or securities exchangeable for or convertible into Common Shares to holders of all or substantially all of its then outstanding Common Shares by way of stock dividend or other distribution, or
(ii) subdivide, re-divide or change its outstanding Common Shares into a greater number of Common Shares, or

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

(iii) consolidate, reduce or combine its outstanding Common Shares into a lesser number of Common Shares,

(any of such events in these paragraphs (i), (ii) and (iii) being a “Share Reorganization”), then the Exercise Price shall be adjusted as of the effective date or record date, as the case may be, at which the holders of Common Shares are determined for the purpose of the Share Reorganization by multiplying the Exercise Price in effect immediately prior to such effective date or record date by a fraction, the numerator of which shall be the number of Common Shares outstanding on such effective date or record date before giving effect to such Share Reorganization and the denominator of which shall be the number of Common Shares outstanding as of the effective date or record date after giving effect to such Share Reorganization (including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been fully exchanged for or converted into Common Shares on such record date or effective date). From and after any adjustment of the Exercise Price pursuant to this Section 5(a), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(b) Rights Offering. If and whenever during the Exercise Period the Company shall fix a record date for the issue or distribution of rights, options or warrants of the Company to all or substantially all of the holders of Common Shares under which such holders are entitled, during a period expiring not more than 45 days after the record date for such issue to subscribe for or purchase Common Shares or securities 'exchangeable for or convertible into Common Shares at a price per share to the holder (or having a conversion price or exchange price per Common Share) of less than 95% of the Current Market Price (as defined in Section 6 hereof) for the Common Shares on such record date (any of such events being called a “Rights Offering”), then the Exercise Price shall be adjusted effective immediately after the record date for the Rights Offering to a price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the aggregate of:

(A) the number of Common Shares outstanding as of the record date for the Rights Offering, and

(B) a number determined by dividing either

I. the product of the number of Common Shares offered under the Rights Offering and the price at which such Common Shares are offered,

or, as the case may be,

II. the product of the exchange or conversion price per share of such securities offered and the maximum number of Common Shares

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

for or into which the securities so offered pursuant to the Rights Offering may be exchanged or converted,

by the Current Market Price of the Common Shares as of the record date for the Rights Offering; and

(ii) the denominator of which shall be the aggregate of the number of Common Shares outstanding on such record date after giving effect to the Rights Offering and including the number of Common Shares offered pursuant to the Rights Offering (including shares issuable upon exercise of the rights, warrants or options under the Rights Offering or upon the exercise of the exchange or conversion rights contained in such exchangeable or convertible securities under the Rights Offering).

Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such calculation. To the extent that such Rights Offering is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 5(b), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(c) Special Distribution. If and whenever during the Exercise Period the Company shall issue or distribute to all or to substantially all the holders of the Common Shares:

(i) securities of the Company including shares, rights, options or warrants to acquire shares of any class or securities exchangeable for or convertible into or exchangeable into any such shares, or
(ii) any cash (other than cash dividends made in the ordinary course), property or other assets or evidences of its indebtedness,

and if such issuance or distribution does not constitute a Share Reorganization or a Rights Offering (any of such non-excluded events being herein called a "Special Distribution"), the Exercise Price shall be adjusted immediately after the record date for the Special Distribution so that it shall equal the price determined by multiplying the Exercise Price in effect on such record date by a fraction:

(i) the numerator of which shall be the difference between:

(A) the amount obtained by multiplying the number of Common Shares outstanding on such record date by the Current Market Price of the Common Shares on such record date, and

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

(B) the fair value (as determined by the directors of the Company) to the holders of such Common Shares of such Special Distribution; and

(ii) the denominator of which shall be the total number of Common Shares outstanding on such record date multiplied by such Current Market Price of the Common Shares on such record date.

Any Common Shares owned by or held for the account of the Company shall be deemed not to be outstanding for the purpose of any such computation. To the extent that such Special Distribution is not so made or any such rights, options or warrants are not exercised prior to the expiration thereof, the Exercise Price shall then be readjusted to the Exercise Price which would then be in effect if such record date had not been fixed or if such expired rights, options or warrants had not been issued. From and after any adjustment of the Exercise Price pursuant to this Section 5(c), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(d) Capital Reorganization. If and whenever during the Exercise Period there shall be a reclassification or re-designation of Common Shares at any time outstanding or a change of the Common Shares into other shares or into other securities or any other capital reorganization (other than a Share Reorganization), or a consolidation, amalgamation, arrangement or merger of the Company with or into any other corporation or other entity (other than a consolidation, amalgamation, arrangement or merger which does not result in any reclassification or re-designation of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer of the undertaking or assets of the Company as an entirety or substantially as an entirety to another corporation or other entity (any of such events being herein called a "Capital Reorganization"), the Holder, where it has not exercised the right of subscription and purchase under this Warrant Certificate prior to the effective date or record date, as the case may be, of such Capital Reorganization, shall be entitled to receive, and shall accept upon the exercise of such right for the same aggregate consideration, in lieu of the number of Shares to which the Holder was theretofore entitled upon such exercise, the kind and aggregate number of shares, other securities or other property which the Holder would have been entitled to receive as a result of such Capital Reorganization if, on the effective date thereof, it had been the registered holder of the number of Common Shares to which the Holder was theretofore entitled to subscribe for and purchase; provided however, that no such Capital Reorganization shall be carried into effect unless all necessary steps shall have been taken by the Company to so entitle the Holder. If determined appropriate by the board of directors of the Company, acting reasonably and in good faith, and subject to the prior written approval of the Exchange or such over-the-counter market on which the Common Shares are then listed or quoted for trading, as applicable and if required by the Exchange or over-the-counter market, appropriate adjustments shall be made as a result of any such Capital Reorganization in the application of the provisions set forth in this Section 5 with respect to the rights and interests thereafter of the Holder to the end that the provisions set forth in this Section 5 shall thereafter correspondingly be made applicable as nearly as may reasonably be possible in relation to any shares, other securities or other property thereafter deliverable upon the exercise of any Warrant. Any

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

such adjustments shall be made by and set forth in terms and conditions supplemental hereto approved by the board of directors of the Company, acting reasonably and in good faith.

(e) Warrant Exercise Price Adjustment Trigger. If on the first anniversary of the issue date of the Warrants a Warrant Exercise Price Adjustment Trigger shall have occurred, then the Exercise Price shall be adjusted as of the Warrant Exercise Price Adjustment Date to the Warrant Adjusted Exercise Price, subject to the Listing Rules. From and after any adjustment of the Exercise Price pursuant to this Section 5(e), the number of Shares purchasable pursuant to this Warrant Certificate shall be adjusted contemporaneously with the adjustment of the Exercise Price by multiplying the number of Shares then otherwise purchasable on the exercise thereof by a fraction, the numerator of which shall be the Exercise Price in effect immediately prior to the adjustment and the denominator of which shall be the Exercise Price resulting from such adjustment.

(f) Subject to the approval of the Exchange, if and whenever at any time after the date hereof and prior to the Expiry Time, the Company takes any action affecting the Common Shares to which the foregoing provisions of this Section 5, in the opinion of the board of directors of the Company, acting reasonably and in good faith, are not strictly applicable, or if strictly applicable would not fairly adjust the rights of the Holder against dilution in accordance with the intent and purposes thereof, or would otherwise materially affect the rights of the Holder hereunder, then the Company shall execute and deliver to the Holder an amendment hereto providing for an adjustment in the application of such provisions so as to adjust such rights as aforesaid in such a manner as the board of directors of the Company may determine to be equitable in the circumstances, acting reasonably and in good faith. The failure of the taking of action by the board of directors of the Company to so provide for any adjustment on or prior to the effective date of any action or occurrence giving rise to such state of facts will be conclusive evidence, absent manifest error, that the board of directors has determined that it is equitable to make no adjustment in the circumstances.

The following rules and procedures shall be applicable to the adjustments made pursuant to Section 5:

(a) The adjustments provided for in Section 5 are cumulative and shall be made successively whenever an event referred to therein shall occur, and shall, in the case of adjustments to the Exercise Price be computed to the nearest one-tenth of one cent subject to the following paragraphs of this Section 6.

(b) No adjustment in the Exercise Price shall be required unless such adjustment would result in a change of at least 1% in the prevailing Exercise Price and no adjustment shall be made in the number of Shares purchasable upon exercise of this Warrant Certificate unless it would result in a change of at least one one-hundredth of a Share; provided, however, that any adjustments which, except for the provisions of this Section 6(b) would otherwise have been required to be made, shall be carried forward and taken into account in any subsequent adjustment. Notwithstanding Section 5 or 6 hereof, no adjustment shall be made which would result in an increase in the Exercise Price or a decrease in the number of Shares issuable upon the exercise of this Warrant Certificate (except in respect of a consolidation of the outstanding Common Shares).

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

(c) No adjustment in the Exercise Price or in the number of Shares purchasable upon exercise of Warrants shall be made in respect of any event described in Section 5, other than the events referred to in Sections 5(a)(ii) and (iii), if the Holder is entitled to participate in such event on the same terms, mutatis mutandis, as if it had exercised its Warrants prior to or on the effective date or record date, as the case may be, of such event. The terms of the participation of the Holder in such event shall be subject to the prior written approval, if applicable and required, of the Exchange or such over-the-counter market on which the Common Shares are then listed or quoted for trading, as applicable and if required by the Exchange or over-the-counter market.

(d) No adjustment in the Exercise Price shall be made pursuant to Section 5 in respect of the issue from time to time:

(i) of Shares purchasable on exercise of the Warrants represented by this Warrant Certificate;

(ii) of Common Shares to holders of Common Shares who exercise an option or election to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend pursuant to a dividend reinvestment plan or similar plan adopted by the Company in accordance with the requirements of the Exchange or such over-the-counter market on which the Common Shares are then listed or quoted for trading, as applicable and if required by the Exchange or over-the-counter market, and Applicable Securities Laws; or

(iii) of Common Shares pursuant to any stock option, stock option plan, stock purchase plan or benefit plan in force at the date hereof for directors, officers, employees or consultants of the Company, as such option or plan is amended or superseded from time to time in accordance with the requirements of the Exchange or such over-the-counter market on which the Common Shares are then listed or quoted for trading, as applicable and if required by the Exchange or over-the-counter market, and Applicable Securities Laws, and such other stock option, stock option plan or stock purchase plan as may be adopted by the Company in accordance with the requirements of Exchange or such over-the-counter market on which the Common Shares are then listed or quoted for trading, as applicable and if required by the Exchange or over-the-counter market, and Applicable Securities Laws;

and any such issue shall be deemed not to be a Share Reorganization or Capital Reorganization.

(e) If the Company shall set a record date to determine the holders of the Common Shares for the purpose of entitling them to receive any dividend or distribution or any subscription or purchase rights and shall, thereafter and before the distribution to such shareholders of any such dividend, distribution or subscription or purchase rights, legally abandon its plan to pay or deliver such dividend, distribution or subscription or purchase rights, then no adjustment in the Exercise Price or the number of Shares purchasable upon exercise of any Warrant shall be required by reason of the setting of such record date.

(f) As a condition precedent to the taking of any action which would require any adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

Exercise Price and the number or class of shares or other securities which are to be received upon the exercise thereof, the Company shall take any corporate action which may, in the opinion of counsel, be necessary in order that the Company have unissued and reserved Common Shares in its authorized capital, and may validly and legally issue such shares and securities as fully paid and non-assessable (with respect to shares or equivalent securities only) which the Holder of such Warrant Certificate is entitled to receive on the full exercise thereof in accordance with the provisions thereof.

(g) For the purposes of this Warrant Certificate, “Current Market Price” of the Common Shares at any date shall be calculated as the price per share equal to the closing price for the Common Shares on the Exchange or, if the Common Shares are not listed, the over-the-counter market on which the Common Shares are then quoted on the Trading Day immediately prior to such date as reported by such exchange or market in which the Common Shares are then quoted. If the Common Shares are not then traded in the over-the-counter market or on the Exchange, the Current Market Price of the Common Shares shall be the fair market value of the Common Shares as determined in good faith by the board of directors of the Company in consultation with a nationally or internationally recognized and independent investment dealer, investment banker or firm of chartered accountants.

(h) In the absence of a resolution of the board of directors of the Company fixing a record date for any dividend or distribution referred to in Section 5(a)(i) or any Rights Offering or Special Distribution, the Company shall be deemed to have fixed as the record date therefor the date on which such dividend or distribution, Rights Offering or Special Distribution is effected.

(i) Any question that at any time or from time to time arises with respect to the amount of any adjustment to the Exercise Price or other adjustments pursuant to Section 5 shall be conclusively determined by a firm of independent chartered accountants and shall be binding upon the Company and the Holder, absent manifest error. Notwithstanding the foregoing, such determination shall be subject to the prior written approval of the Exchange or over-the-counter market on which the Common Shares are then listed or quoted for trading if required by the Exchange or over-the-counter market. In the event that any such determination is made, the Company shall notify the Holder in the manner contemplated in Section 19 describing such determination.

On the happening of each and every such event set out in Section 5, the applicable provisions of this Warrant Certificate, including the Exercise Price, shall, ipso facto, be deemed to be amended accordingly and the Company shall take all necessary action so as to comply with such provisions as so amended.
In any case in which Section 5 shall require that an adjustment shall be effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such an event:

(a) issuing to the holder of any Warrant exercised after such record date and before the occurrence of such event, the additional Shares issuable upon such exercise by reason of the adjustment required by such event, and

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

10 -

(b) delivering to such holder any distributions declared with respect to such additional Shares after such Exercise Date and before such event;

provided, however, that the Company shall deliver or cause to be delivered to such holder, an appropriate instrument evidencing such holder’s right, upon the occurrence of the event requiring the adjustment, to an adjustment in the Exercise Price and/or the number of Shares purchasable on the exercise of any Warrant and to such distributions declared with respect to any additional Shares issuable on the exercise of any Warrant.

At least ten days prior to the effective date or record date, as the case may be, of any event which requires or might require adjustment in any of the subscription rights pursuant to this Warrant Certificate, including the Exercise Price and the number of Shares which are purchasable upon the exercise thereof, or such longer period of notice as the Company shall be required to provide holders of Common Shares in respect of any such event, the Company shall notify the Holder of the particulars of such event and, if determinable, the required adjustment and the computation of such adjustment. In case any adjustment for which such notice has been given is not then determinable, the Company shall promptly after such adjustment is determinable notify the Holder of the adjustment and the computation of such adjustment.
Notwithstanding anything to the contrary contained in this Warrant Certificate, the Warrants shall not be exercisable by the Holder to the extent (but only to the extent) that, after giving effect to such exercise, the Holder or any of its Affiliates (as defined in the Investment and Advisory Agreement) would become a Significant Holder and own in excess of 9.9% (the “Maximum Percentage”) of the issued and outstanding Common Shares on a partially-diluted basis after such exercise. To the extent the above limitation applies, the determination of whether a Warrant shall be exercised (vis-à-vis other convertible, exercisable or exchangeable securities owned by the Holder or any of its Affiliates) and of which such securities shall be convertible, exercisable or exchangeable (as among all such securities owned by the Holder and its Affiliates) shall, subject to the Maximum Percentage limitation, be determined by the Holder on the basis of the first submission to the Company for conversion, exercise or exchange (as the case may be). No prior inability to exercise a Warrant or to issue Shares pursuant to this Section 10 shall have any effect on the applicability of the provisions of this Section 10 with respect to any subsequent determination of exercisability. For purposes of this Section 10, beneficial ownership and all determinations and calculations (including, without limitation, with respect to calculations of percentage ownership) shall be determined in accordance with National Instrument 55-104 Insider Reporting Requirements and Exemptions, as amended from time to time. The limitations contained in this Section 10 shall apply to a successor Holder of the Warrants. For any reason at any time, upon the written or oral request of the Holder, the Company shall within one Business Day confirm orally and in writing to the Holder the number of Common Shares then outstanding, including by virtue of any prior conversion or exercise of convertible or exercisable securities into Common Shares, including, without limitation, pursuant to the Warrants. The Holder may, subject to the prior written consent of the Company, which consent may be withheld by the Company in its sole discretion, increase or decrease the Maximum Percentage to any other percentage provided that: (a) any such increase or decrease will not be effective until the 61st day after such notice is delivered to the Company, and (b) any such increase or decrease will apply only to the Holder sending such notice.
The Company shall maintain a register of holders in which shall be entered the name and address of the Holder and the number of Warrants held by it. Such register shall be open at all reasonable

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

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times for inspection by the Holder. The Company shall notify the Holder forthwith of any change of address of the principal office of the Company.

Where the Holder is entitled to receive on the exercise or partial exercise of its Warrants a fraction of a Share, such right may only be exercised in respect of such fraction in combination with another Warrant or Warrants which in the aggregate entitle the Holder to receive a whole number of Shares. If a Holder is not able to, or elects not to, combine Warrants so as to be entitled to acquire a whole number of Shares, the Holder may not exercise the right to acquire a fractional Share and does not have the right to receive any cash equivalent in lieu thereof.
Subject as herein provided, all or any of the rights conferred upon the Holder by the terms hereof may be enforced by the Holder by appropriate legal proceedings.
The Holder may at any time up to and including the Expiry Time, upon the surrender hereof to the Company at its principal office, exchange this Warrant Certificate for one or more warrant certificates entitling the Holder to subscribe in the aggregate for the same number of Shares as is expressed in this Warrant Certificate. Any warrant certificate tendered for exchange shall be surrendered to the Company and cancelled.
If this Warrant Certificate becomes stolen, lost, mutilated or destroyed, the Company shall, on such terms as it may in its discretion, acting reasonably, impose, issue and deliver to the Holder a new warrant certificate of like denomination, tenor and date as this Warrant Certificate.
Nothing contained herein shall confer any right upon the Holder hereof or any other Person (as defined in the Investment Advisory Agreement) to subscribe for or purchase any Common Shares of the Company at any time subsequent to the Expiry Time. After the Expiry Time this Warrant Certificate and all rights hereunder shall be void and of no value.
In the event of any inconsistency between the provisions of this Warrant Certificate and the terms of the Investment and Advisory Agreement, the terms of the Investment and Advisory Agreement will prevail and will govern the Warrants.
Except as expressly set out herein, the holding of this Warrant Certificate shall not constitute the Holder a holder of Common Shares nor entitle it to any right or interest in respect thereof.
Unless herein otherwise expressly provided, any notice to be given hereunder to the Holder shall be deemed to be validly given if such notice is given by personal delivery or registered mail to the attention of the Holder at its registered address recorded in the registers maintained by the Company. Any notice so given shall be deemed to be validly given, if delivered personally, on the day of delivery and if sent by post or other means, on the fifth Business Day next following the sending thereof. In determining under any provision hereof the date when notice of any event must be given, the date of giving notice shall be included and the date of the event shall be excluded.
This Warrant Certificate and the Warrants represented hereby may be assigned with prior written consent of the Company, which consent shall not be unreasonably withheld.
Time is of the essence hereof.

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

12 -
This Warrant Certificate is binding upon the Company and its successors and assigns and may not be assigned by the Company without the prior written consent of the Holder.
This Warrant Certificate and the Warrants represented hereby shall be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein.

IN WITNESS WHEREOF this Warrant Certificate has been executed on behalf of ELEMENT79 GOLD CORP. as of the __ day of February, 2025.

ELEMENT79 GOLD CORP.

By:
Authorized Signing Officer
Name: James Tworek
Title: Chief Executive Officer

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

SUBSCRIPTION NOTICE

TO: ELEMENT79 GOLD CORP.

Terms used herein but not otherwise defined have the meanings ascribed thereto in the attached Warrant Certificate.

The undersigned registered Holder of the attached Warrant Certificate, hereby:

(a) subscribes for ____ Shares at a price of CDN$ _ per Share (or such adjusted price which may be in effect under the provisions of the Warrant Certificate) and in payment of the exercise price encloses a certified cheque, bank draft or money order in lawful money of Canada payable to the order of ELEMENT79 GOLD CORP. or its successor corporation; and

(b) delivers herewith the above-mentioned Warrant Certificate entitling the undersigned to subscribe for the above-mentioned number of Shares;

in each case in accordance with the terms and conditions set out in the attached Warrant Certificate.

The undersigned hereby directs that the said Shares be registered as follows:

Name(s) in full	Address(es) (including Postal Code)	Number of Shares

Total: ____

(Please print full name in which Share certificates are to be issued.)

DATED this _ day of _____, 20__.

(Signature of Subscriber) _______

(Print Name of Subscriber) _______

(Address of Subscriber in full) _______

The certificates will be mailed by registered mail to the address appearing in this Subscription Notice.

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT E
SERVICES AND COMPENSATION

Capitalized terms used herein and not defined have the meanings ascribed to such terms in the Investment and Advisory Agreement (the “Agreement”) to which this Exhibit E is attached.

Services

The Services to be provided by the Investor under this Agreement, from time to time at the request of the CEO of the Company, include one or more of the following:

advisory services with respect to general corporate and public company matters;
assistance in identifying strategic investment opportunities for the Company;
advisory services with respect to the Company’s business development;
advisory services with respect to the identification, negotiation and completion of strategic mergers and acquisitions for the Company; and
such other services as agreed to by the Company and the Investor in writing from time-to-time.

The Services provided by the Investor to the Company hereunder shall be on a project specific basis, and the scope of work for each project shall be reviewed and agreed to as between the Company and the Investor prior to the commencement of work. The Company shall not provide any material information to the Investor in the scope of the engagement for Services which has not been publicly disclosed unless necessary. To the extent that any such disclosure is necessary, the Company must notify the Investor of the confidential nature of any such information prior to disclosure.

Compensation

The fees payable by the Company to the Investor for Services rendered in connection with each project will be determined from time to time on mutual written agreement of the Parties at the outset of the project. Any Services rendered on a general and non-project specific basis will be billed at an hourly rate to be agreed upon by the Company and the Investor at the relevant time, and the work and projected time required for such work must be pre-approved by the CEO of the Company. The fees payable by the Company to the Investor for Services may be paid either in cash or by the issuance of Common Shares, to be issued subject to approval of the Exchange, if applicable and required, on the terms set out in the Agreement.

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT F REQUEST FOR ADDITIONAL COMMITMENT

To: CRESCITA CAPITAL LLC (the "Investor")

From: ELEMENT79 GOLD CORP.(the "Company")

DATE: ___

We refer to the Investment and Advisory Agreement (the "Agreement") dated effective February 10, 2025 among the Company and the Investor. Capitalized terms used herein and not defined have the meanings ascribed to such terms in the Agreement.

This request for Additional Commitment is being delivered to you pursuant to clause 3.2 of the Agreement.

Additional Commitment: CDN$ ___

Plus: Original Commitment: CDN$5,000,000

Less: Total Equity Drawdown Amount funded: CDN$ ___

Total Commitment (after inclusion of Additional Commitment): CDN$ ___

We hereby certify that that all conditions precedent to the delivery of this request for Additional Commitment pursuant to the Agreement have been satisfied (or waived in writing by you.)

ELEMENT79 GOLD CORP.

Signature: _______

Name: _______

Title: _______

Date: _______

ACCEPTANCE of request for Additional Commitment by the Investor:

CRESCITA CAPITAL LLC

Signature: _______

Name: _______

Title: _______

Date: _______

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT G
FORM OF ACCREDITED INVESTOR CERTIFICATE

To: ELEMENT79 GOLD CORP. (the “Company”)

From: CRESCITA CAPITAL LLC (the “Investor”)

Re: Investment and Advisory Agreement dated effective February 10, 2025 (the “Agreement”) between the Company and the Investor

This certificate is delivered pursuant to Section 4.3(c) of the Agreement. Capitalized terms used in this certificate but not defined have the meanings given to them in the Agreement.

The undersigned, ____ (print name of officer), the duly appointed ____ (print title of officer), certifies for and on behalf of the Investor and not in their personal capacity, and without personal liability that the Accredited Investor Representations are true and correct in all material respects as of the date of this certificate, including the following:

the Investor is an “accredited investor” (as such term is defined in NI 45-106) and, specifically, is a Person, other than an individual or investment fund, that has net assets of at least CDN$5,000,000 as shown on its most recently prepared financial statements;
the Investor was not created, and is not used, solely to purchaser or hold securities as an “accredited investor”; and
the Investor is acquiring the applicable Securities as principal for its own account.

IN WITNESS WHEREOF the undersigned has signed this certificate as of the __ day of __, 20__ on behalf of the Investor and without personal liability.

CRESCITA CAPITAL LLC

Signature: _____

Name: _____

Title: _____

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT H
FORM OF CONSULTANT CERTIFICATE

To: ELEMENT79 GOLD CORP. (the “Company”)

From: CRESCITA CAPITAL LLC (the “Investor”)

Re: Investment and Advisory Agreement dated effective February 10, 2025 (the “Agreement”) between the Company and the Investor

This certificate is delivered pursuant to Section 4.3(a) of the Agreement. Capitalized terms used in this certificate but not defined have the meanings given to them in the Agreement.

The undersigned, ____ (print name of officer), the duly appointed ____ (print title of officer), certifies for and on behalf of the Investor and not in their personal capacity, and without personal liability that the Consultant Representations are true and correct in all material respects as of the date of this certificate, including the following:

as at the date hereof, the Investor is a “consultant” (as such term is defined in NI 45-106) with respect to the Company and, specifically, the Investor:

(a) is engaged to provide services to the Company which do not include any services in relation to a “distribution” (as such term is defined in the Securities Act);

(b) provides such services under the Agreement; and

the Investor is acquiring the Securities voluntarily.

IN WITNESS WHEREOF the undersigned has signed this certificate as of the __ day of __, 20__ on behalf of the Investor and without personal liability.

CRESCITA CAPITAL LLC

Signature: _____

Name: _____

Title: _____

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT I
FORM OF TOP UP PAYMENT NOTICE

To: ELEMENT79 GOLD CORP. (the "Company")

From: CRESCITA CAPITAL LLC (the "Investor")

Re: Investment and Advisory Agreement dated effective February 10, 2025 (the "Agreement") between the Company and the Investor

This request for Top Up Payment by the issuance of the Top Up Payment Shares is delivered pursuant to Section 6.4 of the Agreement. Particulars of the Top Up Triggering Event and calculation of the Top Up Payment Amount and number of Top Up Payment Shares to be issued are described below.

Capitalized terms used in this certificate but not defined have the meanings given to them in the Agreement.

Drawdown Closing Date: _______

Top Up Period Dates: _______

Subscription Price per Top Up Eligible Share: _______

80% of Subscription Price per Top Up Eligible Share: _______

Top Up Triggering Price (VWAP per Common Share during Top Up Period): _______

Top Up Triggering Event (Yes / No): _______

Number of Top Up Eligible Shares: _______

Top Up Payment Amount ((X) – (Y)): _______

(X) = 110% of Subscription Price x Number of Top Up Eligible Shares

(Y) = Top Up Triggering Price x Number of Top Up Eligible Shares

Top Up Payment Price: _______

Number of Top Up Payment Shares: _______

Registration Name for Top Up Payment Shares: _______

Delivery Address for Top Up Payment Shares: _______

IN WITNESS WHEREOF the undersigned has signed this notice as of the _ day of ___, 20__ on behalf of the Investor and without personal liability.

CRESCITA CAPITAL LLC

Signature: _________

Name: _________

Title: _________

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT J

NOTE DRAWDOWN NOTICE

To: CRESCITA CAPITAL LLC (the "Investor")

From: ELEMENT79 GOLD CORP. (the "Company")

DATE:

We refer to the Investment and Advisory Agreement (the "Agreement") dated effective February 10, 2025 among the Company and the Investor. This Note Drawdown Notice is being delivered to you pursuant to clause 6.6 of the Agreement.

Note Principal Amount Requested: CDN$ ___

We hereby certify that all conditions precedent to the delivery of this Note Drawdown Notice pursuant to the Agreement have been satisfied (or waived in writing by you.)

ELEMENT79 GOLD CORP.

Signature: _________

Name: _________

Title: _________

Date: _________

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT K

FORM OF NOTE ACCEPTANCE NOTICE

To: ELEMENT79 GOLD CORP.(the "Company")

From: CRESCITA CAPITAL LLC (the "Investor")

DATE:

We refer to the Investment and Advisory Agreement (the "Agreement") dated effective February 10, 2025 between the Company and the Investor. Capitalized terms defined in the Agreement have the same meaning herein. This Acceptance Notice is being delivered to you pursuant to clause 6.7 of the Agreement.

Accepted Note Principal Amount to be advanced: CDN$_______

We confirm that the aforementioned accepted Note Principal Amount is not less than 50% of the requested Note Principal Amount in the Note Drawdown Notice and not more than 200% of the requested Note Principal Amount in the Note Drawdown Notice.

Remaining Balance of Commitment Available: CDN$_______

The undersigned hereby directs you to issue the Note in the accepted Note Principal Amount set out above, and to register and deliver such Note as follows:

Name: Crescita Capital LLC
Address: Sharjah Media City, Sharjah, United Arab Emirates
Telephone: ____
Email: ____

CRESCITA CAPITAL LLC

Signature: _______

Name: _______

Title: _______

Date: _______

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

EXHIBIT L

FORM OF PROMISSORY NOTE

$ [XX]

[Month] [...], [YEAR]

FOR VALUE RECEIVED, Element79 Gold Corp., a British Columbia company (BC1242378) (the "Borrower") hereby acknowledges itself indebted to and unconditionally promises to pay to the order of Crescita Capital LLC, a company incorporated under the laws of the United Arab Emirates (the "Lender"), having an office at Sharjah Media City, Al Messaned, Sharjah, United Arab Emirates, in the manner set forth herein, the principal sum of CDN$[XX] of lawful money of Canada (the "Loan") pursuant to the Investment and Advisory Agreement dated February 7, 2025 between the Borrower and Lender, as amended from time to time (the "Investment and Advisory Agreement").

Maturity on Demand. The Borrower shall pay the principal balance of the Loan together with all accrued and unpaid interest thereon (the "Outstanding Amount") to the Lender on demand.
Interest. The Lender shall pay interest on account of the Loan at the rate of 15% per annum, calculated monthly, not in advance, before as well as after maturity, default and judgment and on overdue interest on the basis of a 365 day year (or in the case of a leap year, a 366 day year), based on the number of days elapsed, on a nominal rate basis without allowance or deduction for deemed reinvestment or otherwise.
Security. The Outstanding Amount shall be unsecured.
Prepayment. The Borrower may prepay the principal balance of the Loan together with all accrued, unpaid interest thereon in full or in part without bonus or penalty on not less than ten (10) days written notice to the Lender.
Manner of Payment. The Borrower shall make all payments hereunder in the manner prescribed by the Lender from time to time.
Notice. Any notice required or permitted to be given under this Note shall be given in accordance with section 10.5 of the Investment and Advisory Agreement.
Enurement. This Note will be binding upon the Borrower and its successors and permitted assigns and will enure to the benefit of the Lender and its successors and assigns.
Assignment. This Note is transferable by the Lender and may be assigned by the Lender in its sole discretion, provided that the Lender has provided the Borrower with written notice of the assignment and with particulars of the assignee.
Termination. All of the rights of the Lender under this Note will terminate if and when the Loan is indefeasibly paid in full.

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

Evidence of Payment. The Borrower agrees that the records of the Lender with respect to advances, payments, repayments, prepayments, the unpaid principal balance of the Loan and amounts owing on account of interest will be conclusive and binding on the Borrower hereunder absent manifest error.
Miscellaneous. This Note will be governed by, and construed in accordance with, the laws of the Province of British Columbia. The Borrower waives presentment for payment, notice of dishonour, protest and notice of protest in respect of this Note. This Note will become effective when it has been executed and delivered.

EXECUTED by the Borrower as of the date first written above.

ELEMENT79 GOLD CORP.

Per: _________
Authorized Signatory

55511525v8 - Crescita - Final Element79 Gold Corp. - Investment and Advisory Agreement (February 4, 2025) (Execution Copy)

AI assistant

Element79 Gold Corp. — Capital/Financing Update 2025

47979_rns_2025-02-28_231c63d1-4e75-4c72-abc4-a40e35743511.pdf

8. OTHER AGREEMENTS OF THE PARTIES 41

9. TERMINATION 42

10. MISCELLANEOUS 43

EXHIBITS

INVESTMENT AND ADVISORY AGREEMENT

BETWEEN:

AND:

WHEREAS:

1. DEFINITIONS

1.1 Defined Terms

1.2 References to Third Parties

1.3 Other References

2. ADVISORY SERVICES

2.1 Services

2.2 Compensation and Expenses

2.3 Initial Consulting Fees

2.4 Securities Laws Matters

2.5 Independent Contractor Relationship

2.7 Termination of Services

2.8 Confidential Information

2.9 Limitation of Liability

3. COMMITMENT FOR INVESTMENT

3.1 Commitment

3.2 Additional Commitment

4. COMMITMENT FEE AND FEE WARRANTS

4.1 Commitment Fee and Fee Warrants

4.2 Additional Commitment Fee and Additional Fee Warrants

4.3 Securities Law Matters

5.2 Conditions Precedent in Favor of the Company

5.3 Conditions Precedent in Favor of the Investor

6. DRAWDOWNS

6.1 Equity Drawdowns and Note Drawdowns

6.2 Delivery of Equity Drawdown Notice

6.3 Acceptance or Rejection of Equity Drawdown Notice

6.5 Top Up Payment

6.6 Delivery of Note Drawdown Notice

6.7 Acceptance or Rejection of Note Drawdown Notice

6.8 Note Drawdown Closing

7. REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS

7.1 Representations, Warranties and Undertakings of the Company

(a) Organization and Qualification

(b) Authorization; Enforcement

7.2 Representations, Warranties and Undertakings of the Investor

(a) Organization; Authority

(b) Authorization; Enforcement

(c) Non-U.S. Person Status

(d) No Registration in the United States

8. OTHER AGREEMENTS OF THE PARTIES

8.1 Use of Funds

8.2 Credit Enhancement

8.3 Solicitation Materials

8.4 No Endorsement or Recommendation

8.5 No Requirement for Presentations or Meetings

9. TERMINATION

9.1 Automatic Termination

9.2 Termination by Mutual Consent

9.3 Termination by the Investor

9.4 Termination by the Company

9.5 Effect of Termination

10. MISCELLANEOUS

10.1 Indemnity

10.2 Fees and Expenses

10.3 Participation Right in Equity Offerings

10.4 Entire Agreement

10.5 Notices

10.6 Amendments; Waivers

10.7 Headings

10.8 Assignment

10.9 Remedies and Waiver

10.10 Survival

10.11 Counterpart Signatures

10.12 Severability

10.13 Publicity

10.14 Cost of Enforcement of this Agreement

10.15 Further Assurances

10.16 Acknowledgment by the Company

10.17 Exclusivity

Element79 Gold Corp. Capital/Financing Update 2025