EV Nickel Inc. — M&A Activity 2021

May 26, 2021

Rogue Resources Inc.

- and -

EV Nickel Inc.

ASSET PURCHASE AGREEMENT

LANGMUIR PROPERTY March 4, 2021

TABLE OF CONTENTS

Page

ARTICLE 1 INTERPRETATION ...............................................................................................1	ARTICLE 1 INTERPRETATION ...............................................................................................1
1.1	Definitions ........................................................................................................................ 1
1.2	Construction ..................................................................................................................... 5
1.3	Certain Rules of Interpretation ......................................................................................... 5
1.4	Knowledge ....................................................................................................................... 6
1.5	Performance on Business Days ........................................................................................ 6
1.6	Currency and Payment ..................................................................................................... 6
1.7	Schedules .......................................................................................................................... 6
ARTICLE 2 PURCHASE AND SALE ........................................................................................6
2.1	Agreement to Purchase and Sell ....................................................................................... 6
2.2	Purchase Price .................................................................................................................. 6
2.3	Transfer Taxes .................................................................................................................. 6
2.4	Tax Election ..................................................................................................................... 7
ARTICLE 3 CLOSING ARRANGEMENTS .............................................................................7
3.1	Closing ............................................................................................................................. 7
3.2	Vendor’s Closing Deliveries ............................................................................................ 7
3.3	Purchaser’s Closing Deliveries ........................................................................................ 7
ARTICLE 4 CONDITIONS OF CLOSING................................................................................7
4.1	Conditions for the Benefit of the Purchaser ..................................................................... 7
4.2	Conditions for the Benefit of the Vendor ......................................................................... 9
4.3	Termination Events ........................................................................................................ 10
4.4	Effect of Termination ..................................................................................................... 11
4.5	Waiver of Conditions of Closing ................................................................................... 11
ARTICLE 5 REPRESENTATIONS AND WARRANTIES ....................................................11
5.1	Representations and Warranties of the Vendor .............................................................. 11
5.2	Representations and Warranties of the Purchaser .......................................................... 13
5.3	Survival of Representations, Warranties and Covenants ............................................... 15
5.4	Termination of Liability ................................................................................................. 15
ARTICLE 6 COVENANTS ........................................................................................................16
6.1	Transfer of Documentation ............................................................................................ 16
ARTICLE 7 EV RESOURCE PAYMENT ...............................................................................16
7.1	Updated Mineral Resource Estimate .............................................................................. 16
7.2	Grant of Option .............................................................................................................. 16
7.3	EV Resource Payment .................................................................................................... 17
7.4	Termination of EV Resource Payment Obligation ........................................................ 17
ARTICLE 8 GENERAL..............................................................................................................17
8.1	Expenses ......................................................................................................................... 17
8.2	Entire Agreement ........................................................................................................... 17
8.3	Time of Essence ............................................................................................................. 18
8.4	Amendment .................................................................................................................... 18

• i -

8.5	Waiver of Rights ............................................................................................................ 18
8.6	Governing Law ............................................................................................................... 18
8.7	Notices ............................................................................................................................ 18
8.8	Assignment ..................................................................................................................... 19
8.9	Further Assurances ......................................................................................................... 20
8.10	Severability ................................................................................................................. 20
8.11	Successors ................................................................................................................... 20
8.12	Counterparts................................................................................................................ 20
Schedule A - Claims

• ii -

ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT dated March 4, 2021.

BETWEEN :

Rogue Resources Inc. , a corporation subsisting under the laws of the Province of British Columbia,

(hereinafter referred to as the “ Vendor ”)

AND :

EV Nickel Inc. , a company incorporated under the laws of the Province of Ontario,

(hereinafter referred to as the “ Purchaser ”).

WHEREAS :

• A. The Vendor is the registered and beneficial owner of a 100% interest in the Claims (as defined herein), subject to the Existing Royalty (as defined herein); and

• B. The Vendor wishes to sell to the Purchaser, and the Purchaser wishes to purchase from the Vendor the Claims together with the Exploration Information (as defined herein), subject to and in accordance with the terms and conditions of this Agreement (as defined herein);

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the premises and mutual covenants and agreements hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties (as defined herein) agree as follows:

ARTICLE 1 INTERPRETATION

• 1.1 Definitions. In this Agreement, including the Recitals to this Agreement, unless the context otherwise requires:

• (1) “ Agreement ” means this asset purchase agreement, including all Schedules to this asset purchase agreement, as amended, supplemented, restated and replaced from time to time in accordance with its provisions.

• (2) “ Ancillary Documents ” means all agreements, certificates, acknowledgements, deeds, conveyances, assurances, transfers, assignments, and other documents executed and delivered, or to be executed and delivered, by the Vendor or the Purchaser, as the case may be, in connection with the completion of the transactions contemplated hereby.

• 1 -

(3) “ Applicable Law ” means:

• (a) any domestic (federal, provincial or municipal) or foreign statute, law (including common and civil law), code, ordinance, rule, regulation, restriction or by-law (zoning or otherwise);

• (b) any judgement, order, writ, injunction, directive, decision, ruling, decree or award;

• (c) any regulatory policy, practice or guideline; or

• (d) any published administrative position,

of any Governmental Authority, binding on the Person referred to in the context in which the term is used or binding on the property of that Person referred to in the context in which the term is used.

• (4) “ Board Representation Agreement ” has the meaning attributed to that term in Section 4.2(1)(e).

• (5) “ Business Day ” means any day, except Saturdays and Sundays, on which banks are generally open for business:

• (a) for purposes of Section 8.7, in the place specified in that Section; and

• (b) for all other purposes in this Agreement, in Toronto, Ontario, Canada.

• (6) “ Cash Payment ” has the meaning attributed to that term in Section 2.2(a).

• (7)

• “ Claims ” means the unpatented mining claims described in Schedule A.

• (8) “ Closing ” means the completion of the Transaction on the Closing Date in accordance with this Agreement.

• (9) “ Closing Date ” means five Business Days after the conditions in Article 4 are satisfied or such other date as agreed to by the Parties in writing.

• (10) “ Concurrent Financing ” means the issuance and sale by the Purchaser of a minimum of 5,000,000 EV Nickel Shares and a maximum of 6,000,000 EV Nickel Shares at a price of $0.30 per EV Nickel Share to be completed by way of private placement.

• (11) “ Constating Documents ” means, with respect to any Person, its articles or certificate of incorporation, amendment, amalgamation or continuance, memorandum and articles of association, letters patent, supplementary letters patent, by-laws, partnership agreement, limited liability company agreement or other similar document.

• (12) “ Contaminant ” means any substance, emission or thing, howsoever occurring, which has, or may have, an adverse effect on the environment, any ecological system, the use or enjoyment of property, or human health or safety, and includes any “contaminant” or “pollutant” or any type of “waste”, in each case which is regulated by any Applicable Law.

• 2 -

• (13) “ Deemed Share Value ” has the meaning attributed to that term in Section 7.3.

• (14) “ Effective Time ” means the time Closing occurs on the Closing Date, which shall be 9:00 a.m. (Toronto time) or any other time on the Closing Date as may be agreed by the Parties in writing.

• (15) “ Encumbrance ” means any encumbrance, lien, mortgage, charge, hypothec, pledge or security interest, of any nature whatsoever or howsoever arising, and any rights or privileges capable of becoming any of the foregoing.

• (16) “ Environmental Laws ” means any and all Applicable Laws relating to: (i) the protection of the environment; (ii) the presence, release, discharge, handling, transportation, storage, remediation or disposal of Contaminants; (iii) the ownership, occupation, management, transfer or sale of contaminated sites; (iv) the exposure of workers to Contaminants in the workplace, and worker right-to-know legislation pertaining thereto; and (v) the manufacture, distribution, labelling, import, export or sale of products or product ingredients by virtue of their composition or any other physical properties.

• (17) “ EV Nickel Shares ” means common shares in the capital of the Purchaser, as constituted on the date hereof;

• (18) “ EV Resource Payment ” has the meaning attributed to that term in Section Error! Reference source not found. .

• (19) “ EV Resource Payment Date ” has the meaning attributed to that term in Section Error! Reference source not found. .

• (20) “ Existing Royalty ” means the two percent net smelter returns royalty applicable to the Claims pursuant to the Existing Royalty Agreement.

• (21) “ Existing Royalty Agreement ” means the royalty agreement dated July 13, 2004 between the Vendor (as formerly known as Golden Chalice Resources Inc.) and the Original Option Group.

• (22) “ Exploration Information ” means all data, records, drill core, material samples and other materials obtained or resulting from or related to any exploration and/or development activities carried out on the Claims up to the Effective Time which are in the possession or control of the Vendor, whether in paper or electronic form, including all summaries, analyses and reports relating to such exploration activities and results.

• (23) “ Governmental Authority ” means any domestic or foreign government, whether federal, provincial, state, territorial, local, regional, municipal, or other political jurisdiction, and any agency, authority, instrumentality, court, tribunal, board, commission, bureau, arbitrator, arbitration tribunal or other tribunal, or any quasi-governmental or other entity, insofar as it exercises a legislative, judicial, regulatory, administrative, expropriation or taxing power or function of or pertaining to government.

• 3 -

• (24) “ Langmuir Property ” means the Claims, the Exploration Information and the benefit of any permits, licences, approvals and authorizations that the Vendor holds in respect of the Claims, to the extent such permits, licences, approvals and/or authorizations are assignable or transferable.

• (25) “ 2010 Mineral Resource Estimate ” means the mineral resource estimate set out in the technical report dated June 28, 2010 entitled “Mineral Resource Evaluation, Langmuir W4 Project, Ontario, Canada” prepared by SRK Consulting for the Vendor (as formerly known as Golden Chalice Resources Inc.).

• (26) “ Mineral Resource Update Announcement ” has the meaning attributed to that term in Section 7.1.

• (27) “ NI 43-101 ” means National Instrument 43-101 - Standards of Disclosure for Mineral Projects adopted by the Canadian Securities Administrators, as amended from time to time.

• (28) “ Original Option Group ” means collectively, Mr. David Healey, Mr. Todd Keast and Kirnova Corp.

• (29) “ Parties ” means, together, the Purchaser and the Vendor, and “ Party ” means either of them.

• (30) “ Payment Shares ” has the meaning attributed to that term in Subsection 2.2(b).

• (31) “ Person ” is to be broadly interpreted and includes an individual, a corporation, a partnership, a joint venture, a trust, an association, a syndicate, an unincorporated organization, a Governmental Authority, an executor or administrator or other legal or personal representative, or any other juridical entity.

• (32) “ Proceeding ” means:

• (a) any suit, action, dispute, investigation, claim, arbitration, order, summons, citation, directive, charge, demand or prosecution, whether legal or administrative;

• (b) any other proceeding; or

• (c) any appeal or application for review,

at law or in equity or before or by any Governmental Authority.

• (33) “ Purchase Price ” has the meaning attributed to that term in Section 2.2.

• (34) “ Purchaser ” means EV Nickel Inc., a company incorporated under the laws of the Province of Ontario.

• (35) “ Representatives ” means, with respect to any Party, their respective directors, officers, employees, agents and other representatives and advisors.

• (36) “ Share Payment Amount ” has the meaning attributed to that term in Section 7.3.

• 4 -

• (37) “ Taxes ” means taxes, duties, fees, premiums, assessments, imposts, levies and other charges of any kind whatsoever imposed by any Governmental Authority, including all interest, penalties, fines, additions to tax or other additional amounts imposed in respect thereof (including those levied on, or measured by, or referred to as, income, gross receipts, profits, capital, transfer, land transfer, gains, capital stock, production, gift, wealth, environment, net worth, utility, sales, goods and services, harmonized sales, use, consumption, valued-added, excise, stamp, withholding, premium, business, franchising, property, employer health, payroll, employment, health, social services, education and social security taxes, surtaxes, customs duties and import and export taxes, development, occupancy, social services, licence, franchise and registration fees and employment insurance, health insurance and Canada, Québec and other government pension plan premiums or contributions), and “ Tax ” has a corresponding meaning.

• (38) “ Taxing Authority ” means the Canada Revenue Agency or any other taxing authority or any court of competent jurisdiction from which no further appeal may be made if the determination of the Canada Revenue Agency, or such other taxing authority is appealed.

• (39) “ Termination Date ” has the meaning attributed to that term in Section 4.3.

• (40) “ Transaction ” means the purchase and sale of the Langmuir Property and all other transactions contemplated by this Agreement.

• (41) “ Updated Mineral Resource Estimate ”, “ Updated Report Deadline ” and “ Updated Technical Report ” have the meanings attributed to those terms in Section 7.1 Error! Reference source not found. .

• (42) “ Vendor ” means Rogue Resources Inc., a corporation subsisting under the laws of British Columbia.

• (43) “ Vendor’s Secured Debt ” means the indebtedness of the Vendor to Cortland Credit Lending Corporation pursuant to credit agreement dated March 3, 2020 and the security agreements granted in favour thereof, which indebtedness is secured by a charge on all of the Vendor’s assets and undertakings as Registration No. 20200302 1110 1862 9647.

1.2 Construction. This Agreement has been negotiated by each Party with the benefit of legal representation, and any rule of construction to the effect that any ambiguities are to be resolved against the drafting party does not apply to the construction or interpretation of this Agreement.

• 1.3 Certain Rules of Interpretation. In this Agreement:

• (a) the division into Articles and Sections and the insertion of headings and the Table of Contents are for convenience of reference only and do not affect the construction or interpretation of this Agreement; and

• (b) unless specified otherwise or the context otherwise requires, references to any Article, Section or Schedule are references to the Article or Section of, or Schedule to, this Agreement.

• 5 -

1.4 Knowledge. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Vendor, it shall be deemed to refer to the actual knowledge of Sean Samson, after reasonable investigation. Where any representation or warranty contained in this Agreement is expressly qualified by reference to the “knowledge” of the Purchaser, it shall be deemed to refer to the actual knowledge of Alan Friedman, after reasonable investigation.

1.5 Performance on Business Days. If any action is required to be taken pursuant to this Agreement on or by a specified date that is not a Business Day, the action is valid if taken on or by the next succeeding Business Day.

• 1.6 Currency and Payment. In this Agreement, unless specified otherwise:

• (a) references to dollar amounts or “ $ ” are to Canadian dollars; and

• (b) except in the case of any payment due on the Closing Date, any payment due on a particular day must be received and available by 4:00 p.m. (Toronto Time) on the due date and any payment received and available after that time is deemed to have been made and received on the next succeeding Business Day.

• 1.7 Schedules. The Schedules hereto form part of this Agreement.

ARTICLE 2 PURCHASE AND SALE

2.1 Agreement to Purchase and Sell. In consideration for the Purchase Price and subject to the terms and conditions of this Agreement, as of the Effective Time, the Vendor shall sell, transfer, convey and assign to the Purchaser and the Purchaser shall purchase and acquire from the Vendor, all of the Vendor’s right, title and interest in and to the Langmuir Property.

2.2 Purchase Price. Subject to the terms and conditions of this Agreement, the Purchaser shall pay to the Vendor the purchase price of $2,150,000 (the “ Purchase Price ”) for the Langmuir Property as follows:

• (a) as to $150,000, by delivering to the Vendor $150,000 on or before the Effective Time by wire transfer (the “ Cash Payment ”), and

• (b) as to $2,000,000, by issuing and delivering to the Vendor 6,666,667 fully-paid and non-assessable EV Nickel Shares (the “ Payment Shares ”).

2.3 Transfer Taxes. The Purchaser shall pay to the Vendor or, where permitted by Applicable Law, directly to the appropriate Governmental Authorities, all sales and transfer taxes, registration charges and transfer fees, including general sales tax, payable by it in respect of the purchase and sale of the Langmuir Property under this Agreement, and, on request of the Vendor, the Purchaser shall furnish to the Vendor proof of direct payment to a Governmental Authority. After the Effective Date, the Purchaser shall indemnify and save harmless the Vendor from any amounts, including interest and penalties, that may be assessed against the Vendor arising out of the failure of the Purchaser to pay, when due, any Taxes described in this Section 2.3.

• 6 -

2.4 Tax Election. The Vendor and Purchaser agree to file a joint election under subsection 85(1) of the Income Tax Act (Canada) in prescribed form and within the prescribed time period, electing to transfer the Langmuir Property at an elected amount to be determined by the Vendor, provided such elected amount shall be:

• (a) not less than the lesser of (i) the adjusted cost base to the Vendor of the Langmuir Property for the purposes of the Income Tax Act (Canada) immediately before the Closing Date, and (ii) the fair market value of the Langmuir Property immediately before the Closing Date, and

• (b) not more than the fair market value of the Langmuir Property immediately before the Closing Date.

The Parties agree to file corresponding joint elections under any applicable provincial taxing statutes.

ARTICLE 3 CLOSING ARRANGEMENTS

3.1 Closing. Subject to the satisfaction or waiver by the applicable Party of the conditions set out in Article 4, the Parties shall hold the Closing electronically on the Closing Date concurrently with the closing of the Concurrent Financing, at such time as agreed to by the Vendor and the Purchaser.

3.2 Vendor’s Closing Deliveries. At Closing, the Vendor shall deliver or cause to be delivered to the Purchaser all Ancillary Documents as required under Section 4.1(1)(g)(iv), together with the Exploration Information.

3.3 Purchaser’s Closing Deliveries. At Closing the Purchaser shall deliver or cause to be delivered to the Vendor the Purchase Price in accordance with Section 2.2, together with all Ancillary Documents as required under Section 4.2(1)(h). ARTICLE 4 CONDITIONS OF CLOSING

4.1 Conditions for the Benefit of the Purchaser

• (1) The Purchaser shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full at or before the Effective Time:

• (a) all of the representations and warranties of the Vendor made in this Agreement are true and correct in all material respects as of the Effective Time with the same effect as if made on and as of the Effective Time (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

• (b) the Vendor has complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with

• 7 -

or performed by the Vendor on or before the Effective Time, to the satisfaction of the Purchaser, acting reasonably;

• (c) no order or ruling enjoining or prohibiting the Transaction shall have been issued by any court or other Governmental Authority having jurisdiction;

• (d) the Purchaser shall have completed the Concurrent Financing prior to or concurrently with the Closing;

• (e) the Vendor shall have delivered to the Purchaser evidence satisfactory to the Purchaser, acting reasonably, that at the Effective Time the Langmuir Property will not be subject to the security held in respect of the Vendor’s Secured Debt;

• (f) the Purchaser shall be satisfied, in its complete discretion, with the results of its due diligence review of the Langmuir Property, including ownership and title;

• (g) the Vendor has caused to be delivered to the Purchaser:

  • (i) a certificate of good standing of the Vendor, dated the Closing Date, issued by the BC Registrar of Companies;

  • (ii) a certificate of the Vendor to the effect that its representations and warranties set out in Section 5.1 are true and correct in all material respects as of the Effective Time and that it has fulfilled or complied with in all material respects its covenants and other obligations set out in this Agreement required to be fulfilled or complied with by it on or prior to the Effective Time;

  • (iii) a certificate of the Vendor certifying the Constating Documents of the Vendor, certifying the due authorization to enter into this transaction and the resolutions of the board of directors of the Vendor authorizing the execution, delivery and performance of this Agreement and of all contracts, agreements, instruments, certificates and other documents required by this Agreement to be delivered by the Vendor, and certifying the incumbency and signatures of the officers of the Vendor executing this Agreement and any other document relating to the Transaction;

  • (iv) such deeds of conveyance, bills of sale and other assignment documents and any acknowledgements and directions as are necessary to validly complete the sale and transfer to the Purchaser of all of the right, title and interest of the Vendor in and to the Langmuir Property, in form and content satisfactory to the Parties, acting reasonably; and

  • (v) such other closing documents as would be usual or necessary in respect of the transaction contemplated by this Agreement.

• (2) Each of the conditions set out in Section 4.1(1) is for the exclusive benefit of the Purchaser and the Purchaser may waive compliance with any such condition in whole or in part by

• 8 -

notice in writing to the Vendor, except that no such waiver operates as a waiver of any other condition.

4.2 Conditions for the Benefit of the Vendor

• (1) The Vendor shall be obliged to complete the Transaction only if each of the following conditions precedent has been satisfied in full at or before the Effective Time:

• (a) all of the representations and warranties of the Purchaser made in this Agreement are true and correct in all material respects as of the Effective Time with the same effect as if made on and as of the Effective Time (except as those representations and warranties may be affected by events or transactions expressly permitted by or resulting from the entering of this Agreement);

• (b) the Purchaser shall have complied with or performed in all material respects all of the obligations, covenants and agreements under this Agreement to be complied with or performed by the Purchaser on or before the Effective Time to the satisfaction of the Vendor, acting reasonably;

• (c) no order or ruling enjoining or prohibiting the Transaction shall have been issued by any court or other Governmental Authority having jurisdiction;

• (d) the Purchaser shall have completed the Concurrent Financing prior to or concurrently with the Closing;

• (e) the Purchaser and the Vendor shall have entered into an agreement (the “ Board Representation Agreement ”) pursuant to which the Vendor shall have the right to nominate (i) two persons for election to the Board of Directors of the Purchaser for so long as the Vendor continues to hold not less than 20% of the issued and outstanding shares of the Purchaser, and (ii) one person for election to the Board of Directors of the Purchaser for so long as the Vendor continues to hold not less than 10% of the issued and outstanding shares of the Purchaser;

• (f) The board of directors of the Purchaser shall be comprised of not more than five (5) directors;

• (g) the Vendor shall be satisfied, in its complete discretion, with the results of its due diligence review of the Purchaser, including the Purchaser’s authorized and issued share capital;

• (h) the Purchaser has caused to be delivered to the Vendor the following:

  • (i) a certificate of compliance of the Purchaser, dated the Closing Date, issued by Corporations Canada;

  • (ii) a certificate of the Purchaser certifying the Constating Documents of the Purchaser, certifying the due authorization to enter into this transaction and the resolutions of the board of directors and/or (if required) shareholders of

• 9 -

the Purchaser authorizing the execution, delivery and performance of this Agreement and of all Ancillary Documents required by this Agreement to be delivered by the Purchaser, and certifying the incumbency and signatures of the officers of the Purchaser executing this Agreement and any other document relating to the Transaction;

• (iii) a certificate of the Purchaser to the effect that its representations and warranties set out in Section 5.2 are true and correct in all material respects as of the Effective Time, and that it has fulfilled or complied with in all material respects its covenants and other obligations set out in this Agreement required to be fulfilled or complied with by it on or prior to the Effective Time;

• (iv) such deeds of conveyance, bills of sale and other assignment documents and any acknowledgements and directions as are necessary to validly complete the sale and transfer to the Purchaser of all of the right, title and interest of the Vendor in and to the Langmuir Property, in form and content satisfactory to the Parties, acting reasonably; and

• (v) such other closing documents as would be usual or necessary in respect of the transaction contemplated by this Agreement.

• (2) Each of the conditions set out in Section 4.2(1) is for the exclusive benefit of the Vendor and the Vendor may waive compliance with any such condition in whole or in part by notice in writing to the Purchaser, except that no such waiver operates as a waiver of any other condition.

4.3 Termination Events. This Agreement may be terminated and the Transaction may be abandoned at any time prior to the Closing Date:

• (a) by mutual written consent of both Parties;

• (b) by written notice from either Party to the other Party if the Closing Date has not occurred on or before April 30, 2021, or such other date as the Parties may agree in writing (“ Termination Date ”), except that the right to terminate this Agreement under this Section 4.3(b) shall not be available to any Party whose failure to fulfill any of its obligations or breach of any of its representations and warranties under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur by the Termination Date;

• (c) by the Vendor if any breach of a material representation or warranty or failure to perform any material covenant or agreement on the part of the Purchaser set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 4.2 not to be satisfied, and such conditions are incapable of being satisfied by the Termination Date; provided that the Vendor is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 4.1 not to be satisfied; or

• 10 -

• (d) by the Purchaser if any breach of a material representation or warranty or failure to perform any material covenant or agreement on the part of the Vendor set forth in this Agreement shall have occurred that would cause the conditions set forth in Section 4.1 not to be satisfied, and such conditions are incapable of being satisfied by the Termination Date; provided that the Purchaser is not then in breach of this Agreement so as to cause any of the conditions set forth in Section 4.2 not to be satisfied.

The Party desiring to terminate this Agreement pursuant to this Section 4.3 (other than pursuant to Section 4.3(a)) shall give written notice of such termination to the other Party. In the case of a breach of a material representation or warranty or failure to perform any material covenant or agreement by a Party as provided in Sections 4.3(c) and 4.3(d), the other Party that is not in such breach or failure to perform will, to the extent reasonably possible, give the Party advance notice of any such breach or failure such that the Party has an opportunity to cure such breach or failure by the Termination Date.

4.4 Effect of Termination. If this Agreement is terminated pursuant to Section 4.3, this Agreement shall become void and of no effect without liability of any Party (or any shareholder, director, officer, employee, agent, consultant or representative of such Party) to any other Party hereto, except as otherwise expressly contemplated hereby, and provided that the provisions of this Section 4.4, as well as the Confidentiality Agreement shall survive any termination hereof pursuant to Section 4.3; provided further that neither the termination of this Agreement nor anything contained in this Section 4.4 shall relieve a Party from any liability arising prior to such termination. Each Party’s right of termination under Section 4.3 is in addition to any other rights it may have under this Agreement or otherwise, whether at law, in equity or otherwise, and the exercise of that right of termination is not an election of remedies.

4.5 Waiver of Conditions of Closing. If any of the conditions set forth in Section 4.1 have not been satisfied, the Purchaser may elect in writing to waive the condition and proceed with the completion of the Transaction and, if any of the conditions in Section 4.2 has not been satisfied, the Vendor may elect in writing to waive the condition and proceed with the completion of the Transaction. Any such waiver and election by the Purchaser or the Vendor, as the case may be, will only serve as a waiver of the specific closing condition and the other Party will have no liability with respect to the specific waived condition.

ARTICLE 5 REPRESENTATIONS AND WARRANTIES

5.1 Representations and Warranties of the Vendor. The Vendor represents and warrants to the Purchaser as follows and acknowledges that the Purchaser is relying on these representations and warranties in connection with its purchase of the Langmuir Property and that the Purchaser would not purchase the Langmuir Property without these representations and warranties:

• (1) Organization and Corporate Power. The Vendor is duly incorporated and organized, and is validly subsisting, under the laws of the Province of British Columbia and is in good standing under the laws of such jurisdiction. The Vendor has all necessary corporate power and authority to own or lease or dispose of the Langmuir Property, to enter into this

• 11 -

Agreement and the Ancillary Documents required by this Agreement to be delivered by it, and to perform its obligations hereunder and thereunder.

• (2) Authorization. All necessary corporate action has been taken by the Vendor to authorize its execution and delivery of this Agreement and the Ancillary Documents required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

• (3) Enforceability. This Agreement has been duly executed and delivered by the Vendor and (assuming due execution and delivery by the Purchaser) is a legal, valid and binding obligation of the Vendor enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the Ancillary Documents required by this Agreement to be delivered by the Vendor will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

• (4) Ownership of Langmuir Property. The property and assets comprising the Langmuir Property are owned by the Vendor as the beneficial owner with good and marketable title, free and clear of all Encumbrances, other than the security interests held in respect of the Vendor’s Secured Debt and the Existing Royalty. At the Closing Time, the Vendor will have the full legal right, power and authority to sell, assign, transfer and convey its right, title and interest in and to the Purchased Assets to the Purchaser free and clear of all Encumbrances other than the Existing Royalty.

• (5) No Violation. The execution, delivery and performance of this Agreement by the Vendor, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default under:

• (a) any term or provision of any of the Constating Documents of the Vendor;

• (b)

  • any Applicable Law; or

• (c) subject to the satisfaction of the condition set forth in Section 4.1(1)(e), the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Vendor is a party or by which it is bound.

• (6) Outstanding Claims or Challenges. To the Vendor’s knowledge, there is no asserted claim or challenge against or to the ownership of or title to the Langmuir Property, and there are no outstanding agreements or options to acquire or purchase the Langmuir Property or any portion thereof.

• 12 -

• (7) Consents and Approvals. There is no requirement to obtain the consent or approval of any Governmental Authority or other person as a condition to the lawful consummation of the transaction contemplated by this Agreement.

• (8) Environmental Laws. The Vendor is in compliance with all Environmental Laws in all material respects in respect of the Langmuir Property. The Vendor has not received any written notice regarding any violation of any Environmental Laws in respect of the Langmuir Property, including any investigatory, remedial or corrective obligations. The Vendor holds all permits and authorizations for the Langmuir Property required under applicable Environmental Laws, and the Vendor is in compliance with all terms, conditions and provisions of all such permits and authorizations in all material respects. To the knowledge of the Vendor, no releases of Contaminants have occurred at, from, in, to, on or under the real property on which the Claims are located and no Contaminants are present in, on, about or migrating to or from any such property which could result in any liability to the Purchaser. The Vendor has not transported or arranged for the treatment, storage, handling, disposal, or transportation of any Contaminants to any off-site location which could result in any liability to the Purchaser. There are no past, pending or threatened claims under Environmental Laws against the Vendor in respect of the Langmuir Property and Vendor is not aware of any facts or circumstances that could reasonably be expected to result in such liability or claim against the Vendor pursuant to Environmental Laws.

• (9) Accredited Investor. The Vendor is an “accredited investor” as defined in National Instrument 45-106 of the Canadian Securities Administrators, and is acquiring the Payment Shares as principal for its own account.

• (10) Bankruptcy. The Vendor is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition for a receiving order has been presented in respect of it. The Vendor has not initiated Proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets (including any of the Langmuir Property) and no execution or distress has been levied on any of its undertakings, property or assets (including any of the Langmuir Property), nor have any Proceedings been commenced in connection with any of the foregoing.

• (11) Residency. The Vendor is not and at the Closing Time will not be a non-resident of Canada for the purposes of Section 116 of the Income Tax Act (Canada).

• 5.2 Representations and Warranties of the Purchaser. The Purchaser represents and warrants to the Vendor as follows and acknowledges that the Vendor is relying on these representations and warranties in connection with its sale of the Langmuir Property and that the Vendor would not sell the Langmuir Property without these representations and warranties:

• (1) Organization and Corporate Power. The Purchaser is a corporation duly incorporated and organized, and is validly subsisting, under the laws of the Province of Ontario and is in good standing under the laws of such jurisdiction. The Purchaser has all necessary

• 13 -

corporate power and authority to acquire the Langmuir Property, to enter into this Agreement and the Ancillary Documents required by this Agreement to be delivered by it, and to perform its obligations hereunder and thereunder.

• (2) Authorization. All necessary corporate action has been taken by the Purchaser to authorize its execution and delivery of this Agreement and the Ancillary Documents required by this Agreement to be delivered by it and the performance of its obligations hereunder and thereunder.

• (3) Enforceability. This Agreement has been duly executed and delivered by the Purchaser and (assuming due execution and delivery by the Vendor) is a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction. Each of the Ancillary Documents required by this Agreement to be delivered by the Purchaser will at the Closing have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will be enforceable against it in accordance with its terms, except as that enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction.

• (4) Share Capital. As of the date of this Agreement, the authorized capital of the Purchaser consists of an unlimited number of common shares, referred to in this Agreement as EV Nickel Shares, of which 13,333,333 EV Nickel Shares are issued and outstanding as of the date of this Agreement.

• (5) Convertible Securities. The Purchaser is not party to and has not granted any agreement, warrant, option or right or privilege capable of becoming an agreement for the purchase, subscription or issuance of any EV Nickel Shares or securities convertible into or exchangeable for EV Nickel Shares, other than the Concurrent Financing.

• (6) Share Issuance. On or prior to the Closing Date, all necessary action shall have been taken by the Purchaser to validly issue the Payment Shares, and the Payment Shares will be, when issued, validly issued as fully paid and non-assessable shares in the capital of the Purchaser, free and clear of any Encumbrances.

• (7) No Other Agreement. To the knowledge of the Purchaser, the Purchaser is not a party to any other agreement, letter of intent, or understanding with respect to a going public, reverse take-over or similar transaction, other than in respect of a transaction as hereby contemplated.

• (8) Change of Control. The Purchaser does not have any proposed change of control provisions in any of its contracts that would be triggered by this Agreement.

• (9) Bankruptcy. The Purchaser is not an insolvent Person within the meaning of the Bankruptcy and Insolvency Act (Canada) and has not made an assignment in favour of its creditors or a proposal in bankruptcy to its creditors or any class thereof, and no petition

• 14 -

for a receiving order has been presented in respect of it. The Purchaser has not initiated Proceedings with respect to a compromise or arrangement with its creditors or for its winding up, liquidation or dissolution. No receiver or interim receiver has been appointed in respect of it or any of its undertakings, property or assets and no execution or distress has been levied on any of its undertakings, property or assets, nor have any Proceedings been commenced in connection with any of the foregoing.

• (10) No Violation. The execution, delivery and performance of this Agreement by the Purchaser, and the completion of the transactions contemplated hereby, will not constitute or result in a violation, breach or default under:

• (a) any term or provision of any of the Constating Documents of the Purchaser;

• (b) any Applicable Law; or

• (c) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which the Purchaser is a party or by which it is bound.

• 5.3 Survival of Representations, Warranties and Covenants

• (1) The representations and warranties contained in this Agreement and in any Ancillary Document shall survive Closing and continue for a period of two years thereafter.

• (2) The covenants and other obligations contained in this Agreement and in any Ancillary Documents executed or delivered pursuant to this Agreement, to the extent that they have not been fully performed at or prior to Closing, shall survive Closing and shall continue for the benefit of the other Party for such time period as expressly stated herein or if not expressly stated, until performed, but in any event, for no longer than the applicable limitation period imposed by Applicable Law notwithstanding Closing.

• (3) Notwithstanding Sections 5.3(1), a claim for any breach of any of the representations and warranties contained in this Agreement and in any Ancillary Document involving fraud, fraudulent misrepresentation or intentional misrepresentation may be made at any time following the Closing Date, subject only to applicable limitation periods imposed by Applicable Law.

5.4 Termination of Liability. On the expiry of the relevant time limits referred to in Section 5.3, no Party shall have any liability or obligations to the other Party in respect of any inaccuracy in or breach of any representation or warranty or covenant contained in this Agreement or any in any Ancillary Document executed or delivered pursuant to this Agreement, except for (and only to the extent of) any Proceeding which has, prior to the expiry of those time limits, been initiated by the other Party and communicated to the Party who is alleged to have breached such representation and warranty or covenant.

• 15 -

ARTICLE 6 COVENANTS

6.1 Transfer of Documentation. Pursuant to Section 4.1(1)(g)(iv), the Vendor will deliver, and shall cause to be delivered, to the Purchaser, any data, records or information pertaining to the Langmuir Property in its possession or control on or before the Closing Date. The Purchaser shall preserve all those documents delivered to it for such period as is required by Applicable Law. From and after the Closing Date, the Purchaser shall permit the Vendor and its authorized Representatives reasonable access to those documents while they are in the Purchaser’s possession or control to the extent that access is required by the Vendor to perform its obligations under this Agreement or under Applicable Law.

Notwithstanding Section 6.1(1), the Vendor shall be entitled to retain copies of any documents or other data delivered to the Purchaser pursuant to Section 6.1(1) provided that those documents or data are reasonably required and only used or relied on by the Vendor to perform its obligations under this Agreement or under Applicable Law.

ARTICLE 7 EV RESOURCE PAYMENT

7.1 Updated Mineral Resource Estimate. On or before the date (the “ Updated Report Deadline ”) which is 24 months following the Closing, the Purchaser shall complete a technical report in respect of the Langmuir Property (the “ Updated Technical Report ”), which technical report shall include an updated estimate of mineral resources prepared in accordance with NI 43101 (the “ Updated Mineral Resource Estimate ”). The Updated Mineral Resource Estimate shall set out separately the mineral resource estimates for deposits with nickel grades equal to or above 0.6% nickel and for deposits with nickel grades less than 0.6% nickel. Upon completion of the Updated Mineral Resource Estimate the Purchaser shall issue a press release announcing the Updated Mineral Resource Estimate (the “ Mineral Resource Update Announcement ”), and within 45 days following the Mineral Resource Update Announcement shall file the Updated Technical Report on SEDAR.

7.2 Grant of Option. In the event that either (i) the Purchaser has not completed the Updated Technical Report on or before the Updated Report Deadline in accordance with section 7.1, or (ii) the Vendor terminates its obligation to pay the EV Resource Payment in accordance with section 7.4, the Vendor shall be granted, in full satisfaction of any claim the Vendor may have against the Purchaser for breach of section 7.1 or for non-payment of the EV Resource Payment, as applicable, the sole and exclusive right and option to acquire a 51% participating interest in the Langmuir Property, free and clear of all Encumbrances except the Existing Royalties. The Vendor may exercise such option at any time within two (2) months following (i) the Updated Report Deadline, or (ii) the EV Resource Payment Date, as applicable, by delivering to the Purchaser a written notice confirming exercise of the option together with payment of $150,000 (plus HST, if applicable). Upon exercise of such option by the Vendor, the Parties shall negotiate and enter into a joint venture agreement in respect of the Langmuir Property in accordance with mining industry standards for exploration stage projects.

• 16 -

7.3 EV Resource Payment. In the event the Purchaser has completed the Updated Technical Report on or before the Updated Report Deadline in accordance with section 7.1, the Purchaser shall pay to the Vendor, within two months of filing the Updated Technical Report on SEDAR (the “ EV Resource Payment Date ”), a payment (the “ EV Resource Payment ”) calculated as follows:

• (2) $1.00 for each 30 nickel equivalent pounds of indicated mineral resources with a grade of 0.6% nickel or greater which are in excess of the 2010 Mineral Resource Estimate, plus

• (3) $1.00 for each 1,500 nickel equivalent pounds of indicated mineral resources with a grade of less than 0.6% nickel,

to an aggregate maximum of $5,000,000.

The EV Resource Payment shall be paid in cash, except to the extent that the Purchaser, in its sole discretion, elects to pay all or a portion of the EV Resource Payment by issuing EV Nickel Shares to the Vendor (the amount to be satisfied by the issuance of EV Nickel Shares being referred to as the “ Share Payment Amount ”). If the Purchaser so elects, the number of EV Nickel Shares to be issued in satisfaction of the Share Payment Amount shall be determined by dividing the Share Payment Amount by a price per share (the “ Deemed Share Price ”) equal to the volume weighted average price at which the EV Nickel Shares have traded on the principal recognized stock exchange on which the EV Nickel Shares are then traded, if applicable, for the period of 10 consecutive trading days commencing (i) if the Mineral Resource Update Announcement is made prior to commencement of trading on a trading day or on a day which is not a trading day, 5 trading days prior to the Mineral Resource Update Announcement, or (ii) if the Mineral Resource Update Announcement is made after the end of a trading day, 4 trading days prior to the Mineral Resource Update Announcement. Provided, however, that the Deemed Share Price shall not be lower than the minimum price permitted by the principal recognized stock exchange on which the EV Nickel Shares are then traded.

7.4 Termination of EV Resource Payment Obligation. The Purchaser shall have the right to terminate its obligation to pay the EV Resource Payment to the Vendor by granting to the Vendor the option referred to in section 7.2. The Purchaser may exercise such right by notice in writing to the Vendor delivered at any time prior to the EV Resource Payment Date, in which event the Vendor shall have the right to exercise the option referred to in section 7.2, and the Purchaser shall be relieved of its obligation to make the EV Resource Payment.

ARTICLE 8 GENERAL

8.1 Expenses. Other than as set out in this Agreement, each Party shall pay all expenses (including Taxes imposed on those expenses) it incurs in the authorization, negotiation, preparation, execution and performance of this Agreement and the Transaction, including but limited to, all fees and expenses of its Representatives, agents and advisors.

8.2 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter of this Agreement and supersedes all prior correspondence, agreements, negotiations, discussions and understandings, written or oral. Except as specifically

• 17 -

set out in this Agreement, there are no representations, warranties, conditions or other agreements or acknowledgements, whether direct or collateral, express or implied, written or oral, statutory or otherwise, that form part of or affect this Agreement or which induced any Party to enter into this Agreement.

• 8.3 Time of Essence. Time is of the essence of this Agreement.

8.4 Amendment. This Agreement may be supplemented, amended, restated or replaced only by written agreement signed by each Party.

8.5 Waiver of Rights. Any waiver of, or consent to depart from, the requirements of any provision of this Agreement is effective only if it is in writing and signed by the Party giving it, and only in the specific instance and for the specific purpose for which it has been given. No failure on the part of any Party to exercise, and no delay in exercising, any right under this Agreement operates as a waiver of that right. No single or partial exercise of any such right precludes any other or further exercise of that right or the exercise of any other right.

8.6 Governing Law. This Agreement and any dispute arising from or in relation to this Agreement are governed by, and interpreted and enforced in accordance with, the law of the Province of Ontario and the federal laws of Canada applicable in that province, excluding the choice of law rules of that province.

8.7 Notices

• (1) Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be delivered in person, transmitted by e-mail or similar means of recorded electronic communication or sent by registered mail, charges prepaid, address as follows:

in the case of a notice to the Vendor:

==> picture [194 x 98] intentionally omitted <==

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

• 18 -

==> picture [201 x 86] intentionally omitted <==

and in the case of a notice to the Purchaser:

==> picture [160 x 100] intentionally omitted <==

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

==> picture [165 x 98] intentionally omitted <==

• (2) Any notice sent in accordance with this Section 8.7 is deemed to have been received:

• (a) if delivered prior to or during normal business hours on a Business Day in the place where the notice is received, on the date of delivery;

• (b) if sent by mail, on the fifth Business Day in the place where the notice is received after mailing, or, in the case of disruption of postal service, on the fifth Business Day after cessation of that disruption; or

• (c) if sent in any other manner, on the date of actual receipt;

except that any notice delivered in person or sent by email not on a Business Day or after normal business hours on a Business Day, in each case in the place where the notice is received, is deemed to have been received on the next succeeding Business Day in the place where the notice is received.

• (3) Any Party may change its address for notice by giving notice to the other Parties.

8.8 Assignment. No Party may assign or transfer, whether absolutely, by way of security or otherwise, all or any part of its rights or obligations under this Agreement to any Person.

• 19 -

8.9 Further Assurances. Each Party shall promptly do, execute, deliver or cause to be done, executed or delivered all further acts, documents and matters in connection with this Agreement that any other Party may reasonably require, for the purposes of giving effect to this Agreement.

8.10 Severability. If, in any jurisdiction, any provision of this Agreement or its application to any Party or circumstance is restricted, prohibited or unenforceable, that provision will, as to that jurisdiction, be ineffective only to the extent of that restriction, prohibition or unenforceability without invalidating the remaining provisions of this Agreement, without affecting the validity or enforceability of that provision in any other jurisdiction and, if applicable, without affecting its application to the other Parties or circumstances. The Parties shall engage in good faith negotiations to replace any provision which is so restricted, prohibited or unenforceable with an unrestricted and enforceable provision, the economic effect of which comes as close as possible to that of the restricted, prohibited or unenforceable provision which it replaces.

8.11 Successors. This Agreement is binding on, and enures to the benefit of, the Parties and their respective successors.

8.12 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together constitute one agreement. Delivery of an executed counterpart of this Agreement or transmitted electronically in legible form, including without limitation in a tagged image format file (TIFF) or portable document format (PDF), shall be equally effective as delivery of a manually executed counterpart of this Agreement.

[Signature page follows]

• 20 -

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

ROGUE RESOURCES INC.

==> picture [245 x 88] intentionally omitted <==

----- Start of picture text -----

By:
Name:
Title:
----- End of picture text -----

EV NICKEL INC.

==> picture [239 x 77] intentionally omitted <==

----- Start of picture text -----

B
Name: Michael Silver
Title: Director
----- End of picture text -----

• S1 -

Schedule A Claims

			Schedule A Claims
No.	Tenure ID	Tenure Type	Township / Area	Anniversary Date
1	535766	Multi-cell Mining Claim	BLACKSTOCK,CARMAN,LANGMUIR,THOMAS	2022-05-22
2	535769	Multi-cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-07-18
3	535771	Multi-cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-07-18
4	146778	Boundary Cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-06-06
5	103893	Boundary Cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-02-08
6	120525	Boundary Cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-02-08
7	301506	Boundary Cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-02-08
8	146777	Boundary Cell Mining Claim	BLACKSTOCK,LANGMUIR	2022-06-06
9	535758	Multi-cell Mining Claim	CARMAN	2022-05-22
10	535759	Multi-cell Mining Claim	CARMAN	2022-05-22
11	535760	Multi-cell Mining Claim	CARMAN	2022-05-22
12	535761	Multi-cell Mining Claim	CARMAN	2022-05-22
13	535762	Multi-cell Mining Claim	CARMAN	2022-05-22
14	535765	Multi-cell Mining Claim	CARMAN	2022-05-22
15	132299	Boundary Cell Mining Claim	CARMAN	2022-06-12
16	244209	Boundary Cell Mining Claim	CARMAN	2022-06-12
17	205780	Boundary Cell Mining Claim	CARMAN	2022-05-22
18	301666	Boundary Cell Mining Claim	CARMAN	2022-05-22
19	178857	Boundary Cell Mining Claim	CARMAN	2022-05-22
20	245539	Boundary Cell Mining Claim	CARMAN	2022-05-22
21	133644	Boundary Cell Mining Claim	CARMAN	2022-05-22
22	133643	Boundary Cell Mining Claim	CARMAN	2022-05-22
23	188351	Single Cell Mining Claim	CARMAN	2022-05-22
24	282787	Single Cell Mining Claim	CARMAN	2022-05-22
25	304060	Boundary Cell Mining Claim	CARMAN	2022-05-22
26	115598	Boundary Cell Mining Claim	CARMAN	2022-05-22
27	207557	Boundary Cell Mining Claim	CARMAN	2022-05-22
28	323521	Boundary Cell Mining Claim	CARMAN	2022-05-22
29	227668	Boundary Cell Mining Claim	CARMAN	2022-05-22
30	125667	Boundary Cell Mining Claim	CARMAN	2022-05-22
31	227667	Boundary Cell Mining Claim	CARMAN	2022-05-22
32	180281	Boundary Cell Mining Claim	CARMAN	2022-05-22
33	142686	Boundary Cell Mining Claim	CARMAN	2022-05-22
34	339161	Boundary Cell Mining Claim	CARMAN	2022-06-12
35	185546	Boundary Cell Mining Claim	CARMAN	2022-05-22
36	318362	Boundary Cell Mining Claim	CARMAN	2022-05-22

• A1 -

37	263756	Boundary Cell Mining Claim	CARMAN	2022-06-12
38	264338	Boundary Cell Mining Claim	CARMAN	2022-05-22
39	149581	Boundary Cell Mining Claim	CARMAN,LANGMUIR	2022-05-22
40	300894	Boundary Cell Mining Claim	CARMAN,LANGMUIR	2022-05-22
41	535763	Multi-cell Mining Claim	CARMAN,THOMAS	2022-05-22
42	535764	Multi-cell Mining Claim	CARMAN,THOMAS	2022-05-22
43	202098	Single Cell Mining Claim	CARMAN,THOMAS	2022-05-22
44	228986	Single Cell Mining Claim	CARMAN,THOMAS	2022-05-22
45	141448	Single Cell Mining Claim	CARMAN,THOMAS	2022-05-22
46	226958	Single Cell Mining Claim	CARMAN,THOMAS	2022-05-22
47	320665	Single Cell Mining Claim	CARMAN,THOMAS	2022-05-22
48	219679	Single Cell Mining Claim	CARMAN,THOMAS	2022-05-22
49	535787	Multi-cell Mining Claim	DOUGLAS,ELDORADO	2022-02-15
50	535788	Multi-cell Mining Claim	DOUGLAS,ELDORADO	2022-02-15
51	535786	Multi-cell Mining Claim	DOUGLAS,ELDORADO,FALLON,LANGMUIR	2022-11-01
52	535789	Multi-cell Mining Claim	ELDORADO	2022-02-15
53	535791	Multi-cell Mining Claim	ELDORADO	2022-02-15
54	310430	Boundary Cell Mining Claim	ELDORADO	2022-02-15
55	135066	Boundary Cell Mining Claim	ELDORADO	2022-02-15
56	255018	Boundary Cell Mining Claim	ELDORADO	2022-02-15
57	303588	Boundary Cell Mining Claim	ELDORADO	2022-02-15
58	265744	Boundary Cell Mining Claim	ELDORADO	2022-02-15
59	197132	Boundary Cell Mining Claim	ELDORADO	2022-02-15
60	300335	Boundary Cell Mining Claim	ELDORADO	2022-02-15
61	171189	Boundary Cell Mining Claim	ELDORADO	2022-02-15
62	285948	Single Cell Mining Claim	ELDORADO	2022-02-15
63	126674	Boundary Cell Mining Claim	ELDORADO	2022-02-15
64	138627	Boundary Cell Mining Claim	ELDORADO	2022-02-15
65	240049	Boundary Cell Mining Claim	ELDORADO	2022-02-15
66	323202	Single Cell Mining Claim	ELDORADO	2022-02-15
67	292227	Boundary Cell Mining Claim	ELDORADO	2022-02-15
68	236384	Boundary Cell Mining Claim	ELDORADO	2022-02-15
69	320238	Boundary Cell Mining Claim	ELDORADO	2022-02-15
70	342543	Boundary Cell Mining Claim	ELDORADO	2022-11-01
71	255679	Boundary Cell Mining Claim	ELDORADO	2022-11-01
72	135742	Boundary Cell Mining Claim	ELDORADO	2022-11-01
73	292226	Boundary Cell Mining Claim	ELDORADO	2022-11-01
74	244320	Boundary Cell Mining Claim	ELDORADO	2022-11-01
75	339761	Boundary Cell Mining Claim	ELDORADO	2022-11-01
76	264364	Boundary Cell Mining Claim	ELDORADO	2022-11-01

• A2 -

77	263791	Boundary Cell Mining Claim	ELDORADO,LANGMUIR	2022-11-01
78	157965	Boundary Cell Mining Claim	FALLON	2022-11-01
79	325934	Boundary Cell Mining Claim	FALLON	2022-11-01
80	535783	Multi-cell Mining Claim	FALLON,LANGMUIR	2022-11-01
81	109292	Single Cell Mining Claim	FALLON,LANGMUIR	2022-11-01
82	252364	Boundary Cell Mining Claim	FALLON,LANGMUIR	2022-11-01
83	111353	Boundary Cell Mining Claim	FALLON,LANGMUIR	2022-02-08
84	321292	Boundary Cell Mining Claim	FALLON,LANGMUIR	2022-02-08
85	318889	Boundary Cell Mining Claim	FALLON,LANGMUIR	2022-02-08
86	535767	Multi-cell Mining Claim	LANGMUIR	2022-05-22
87	535768	Multi-cell Mining Claim	LANGMUIR	2022-05-22
88	535770	Multi-cell Mining Claim	LANGMUIR	2022-02-08
89	535772	Multi-cell Mining Claim	LANGMUIR	2022-02-08
90	535773	Multi-cell Mining Claim	LANGMUIR	2022-07-18
91	535774	Multi-cell Mining Claim	LANGMUIR	2022-02-08
92	535775	Multi-cell Mining Claim	LANGMUIR	2022-02-08
93	535776	Multi-cell Mining Claim	LANGMUIR	2022-05-03
94	535779	Multi-cell Mining Claim	LANGMUIR	2022-02-08
95	535780	Multi-cell Mining Claim	LANGMUIR	2022-02-08
96	535785	Multi-cell Mining Claim	LANGMUIR	2022-11-01
97	285460	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
98	149016	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
99	267159	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
100	135745	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
101	110455	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
102	318319	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
103	122224	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
104	207164	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
105	110230	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
106	135020	Boundary Cell Mining Claim	LANGMUIR	2022-07-18
107	280773	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
108	244245	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
109	214371	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
110	122971	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
111	120972	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
112	245617	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
113	133721	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
114	122970	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
115	331465	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
116	222171	Boundary Cell Mining Claim	LANGMUIR	2022-11-01

• A3 -

117	178942	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
118	319001	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
119	133039	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
120	244957	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
121	248169	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
122	295906	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
123	186360	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
124	302251	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
125	290189	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
126	337562	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
127	242757	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
128	214435	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
129	299485	Single Cell Mining Claim	LANGMUIR	2023-07-18
130	252374	Single Cell Mining Claim	LANGMUIR	2023-07-18
131	264368	Single Cell Mining Claim	LANGMUIR	2023-07-18
132	149608	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
133	299464	Single Cell Mining Claim	LANGMUIR	2023-07-18
134	197711	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
135	300910	Boundary Cell Mining Claim	LANGMUIR	2022-02-08
136	244331	Single Cell Mining Claim	LANGMUIR	2023-07-18
137	280858	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
138	299470	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
139	149823	Single Cell Mining Claim	LANGMUIR	2022-02-08
140	241369	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
141	339767	Single Cell Mining Claim	LANGMUIR	2023-07-18
142	106744	Single Cell Mining Claim	LANGMUIR	2022-02-08
143	337561	Single Cell Mining Claim	LANGMUIR	2022-06-06
144	199799	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
145	341771	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
146	252999	Boundary Cell Mining Claim	LANGMUIR	2022-11-01
147	297320	Boundary Cell Mining Claim	LANGMUIR	2022-06-06
148	253690	Boundary Cell Mining Claim	LANGMUIR	2023-07-18
149	333474	Single Cell Mining Claim	LANGMUIR	2022-05-22
150	234847	Boundary Cell Mining Claim	LANGMUIR	2022-05-22
151	264141	Boundary Cell Mining Claim	LANGMUIR	2022-05-22
152	134044	Boundary Cell Mining Claim	LANGMUIR	2022-05-22
153	235549	Boundary Cell Mining Claim	LANGMUIR	2022-05-22
154	320823	Boundary Cell Mining Claim	LANGMUIR	2022-05-22
155	264670	Single Cell Mining Claim	LANGMUIR	2022-05-22
156	320848	Boundary Cell Mining Claim	LANGMUIR	2022-07-18

• A4 -

• A5 -