EV Technology Group Ltd — Merger & Acquisition 2022

Jan 24, 2022

AMALGAMATION AGREEMENT

DATED as of January 19, 2022

BETWEEN:

BLUE SKY ENERGY INC., a company existing under the laws of Ontario ("BSI")

AND:

1000082448 ONTARIO INC., a company existing under the laws of Ontario ("BSI Subco")

AND:

EV TECHNOLOGY GROUP INC., a company incorporated under the laws of Ontario ("EVT")

WHEREAS:

• A. BSI desires to acquire all of the issued and outstanding shares of EVT pursuant to the terms and conditions herein;
• B. BSI has incorporated BSI Subco as a newly formed, wholly-owned subsidiary that has not carried on any active business, solely for the purpose of effecting a three-cornered amalgamation among BSI, BSI Subco and EVT; and
• C. In order to most efficiently effect the terms of the Transaction (as hereafter defined), EVT and BSI Subco have agreed to amalgamate under the provisions of the Business Corporations Act (Ontario) on the terms and conditions described in this Agreement so that the shareholders of EVT become shareholders of BSI and BSI Subco and EVT continue as one corporation, which shall be a wholly-owned subsidiary of BSI.

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual agreements and covenants herein contained (the receipt and adequacy of such consideration being mutually acknowledged by each party), the parties covenant and agree as follows:

ARTICLE 1 INTERPRETATION

1.1 Definitions: In this Agreement the following words and phrases shall have the following meanings:

(a) "Accredited Investor" means an "accredited investor" within the meaning of Rule 501(a) of Regulation D under the U.S. Securities Act;

• (b) "Amalco" means the corporation resulting from the Amalgamation;

• (c) "Amalgamating Corporations" means, together, BSI Subco and EVT;

• (d) "Amalgamation" means the amalgamation of BSI Subco, and EVT under Section 174 of the OBCA and in accordance with the terms and conditions of this Agreement;

• (e) "Assets" means all property or assets of any nature or kind, whether real or personal, tangible or intangible, corporeal or incorporeal, and includes any interest therein;

• (f) "BSI" has the meaning ascribed to it above;

• (g) "BSI Meeting" means the annual general and special meeting to be held on or about February 17, 2022, including any adjournments or postponements thereof, of BSI Shareholders to be held to consider, and, if deemed advisable, approve, the BSI Meeting Matters;

• (h) "BSI Meeting Matters" means, inter alia, the following items to be presented for shareholder approval at the BSI Meeting: (a) the Consolidation; (b) the Delisting prior to the Closing; (c) the Name Change; (d) the approval of one or more new equity incentive plans of the Resulting Issuer following Closing; (e); the approval of a new slate of directors to be effective following Closing; and (f) such further or other matters as shall properly come before the BSI Meeting;

• (i) "BSI Options" means options to purchase BSI Shares;

• (j) "BSI Shares for Debt" means the satisfaction of approximately $2,501,340 of liabilities of BSI by the issuance of approximately 10,005,362 of BSI Shares;

• (k) "BSI Shares" means the common shares in the capital of BSI;

• (l) "BSI Shareholders" means the holders of BSI Shares;

• (m) "BSI Subco" has the meaning ascribed to it above;

• (n) "Business Day" means any day other than a Saturday, Sunday or any statutory holiday in the Provinces of Ontario;

• (o) "Claim" means (a) any suit, action, proceeding, dispute, investigation, claim, arbitration, order, summons, citation, directive, charge, demand or prosecution, whether legal or administrative; or (b) any audit, reassessment, appeal or application for review, at law or in equity or by any Governmental Body;

• (p) "Closing" means the closing of the Transaction;

• (q) "Closing Date" means such date on or before March 31, 2022, which date shall be five Business Days after the date on which all conditions precedent hereunder have been satisfied or waived and all necessary approvals are received, or waived, by BSI, BSI shareholders, EVT and EVT Shareholders with respect to the Transaction, to the extent such party has the right hereunder to waive such approval, or such other time or date as may be agreed upon in writing by the parties;

• (r) "Consolidation" means the consolidation of the issued and outstanding BSI Shares on the basis of one (1) post-Consolidation BSI Share for every four (4) pre-Consolidation BSI Share held;

• (s) "Delisting" means the voluntary delisting of the BSI Shares from trading on the NEX board of the TSXV;

• (t) "Dissent Rights" means the rights of dissent in respect of the Amalgamation pursuant to Section 185 of the OBCA to EVT Shareholders;

• (u) "Effective Date" means the effective date indicated upon the certificate issued pursuant to the Amalgamation;

• (v) "Effective Time" means 12:01 a.m. (Toronto Time) on the Effective Date;

• (w) "Environmental Laws" means all applicable international, federal, provincial, state, municipal and local treaties, conventions, laws, statutes, ordinances, by-laws, codes, regulations, and all policies, guidelines, standards, orders, directives and decisions rendered or promulgated by any ministry, department or administrative or regulatory agency or body whatsoever (including international organizations formed by or participated in by any national, provincial or state government or representatives thereof) relating to health and safety, the protection or preservation of the environment or the manufacture, processing, distribution, use, treatment, storage, disposal, discharge, transport or handling of any product or any Hazardous Substances;

• (x) "EVT" means EV Technology Group Inc. and any successor or assignee thereof;

• (y) "EVT Shares" means the common shares in the capital of EVT;

• (z) "EVT Shareholders" means the holders of EVT Shares;

• (aa) "EVT Meeting" means the special meeting, including any adjournments or postponements thereof, of the EVT Shareholders to be held to consider and, if deemed advisable, approve, among other things, the Amalgamation;

• (bb) "EVT Operating Agreements" means those leases and other agreements relating to the business of EVT and its subsidiaries that have been disclosed to BSI on or before the date of this Agreement;

• (cc) "Governmental Body" means any domestic or foreign (a) federal, provincial, state, municipal, local or other government, (b) governmental or quasi-

governmental authority of any nature, including any governmental ministry, agency, branch, department, commission, court, board, tribunal, bureau or instrumentality, or (c) body exercising or entitled to exercise any administrative, executive, judicial, legislative, regulatory or taxing authority or power of any nature;

• (dd) "Hazardous Substances" means any contaminant, pollutant, dangerous substance, liquid waste, industrial waste, hauled liquid waste, toxic substance, special waste, hazardous waste, hazardous material or hazardous substance as defined in or pursuant to any Environmental Laws, law, judgment, decree, order, injunction, rule, statute or regulation of any court, arbitrator or Governmental Body;

• (ee) "Losses" or "Loss" in respect of any matter, means any and all costs, expenses, penalties, fines, losses, damages, liabilities and deficiencies (including all amounts paid in settlement, all interest and penalties and all legal and other professional fees and disbursements, including those incurred in defending any Claim) arising directly or indirectly as a consequence of such matter;

• (ff) "Material Adverse Change" or "Material Adverse Effect" with respect to BSI or EVT, as the case may be, means any event, change or effect (including a decision to implement any such event or change made by the board of directors or by senior management who believe that confirmation of the decision by the board of directors is probable), that is or would reasonably be expected to be materially adverse to the business, assets, liabilities, capitalization, ownership, financial condition or operations of BSI or EVT, as applicable, considered with respect to the entity taken as a whole, provided however that a "Material Adverse Change" or "Material Adverse Effect" shall not include an adverse change or effect resulting from: (i) a matter that has been publicly disclosed or otherwise disclosed in writing by either party to the other parties prior to the date of this Agreement; (ii) conditions affecting the electric vehicle industry generally, including changes in laws, government policies or programs or taxes; (iii) general economic, financial, currency exchange, securities or commodity market conditions; or (iv) any natural disaster or the commencement or continuation of any war, armed hostilities, acts of terrorism or pandemics including the current global COVID-19 pandemic; provided, however, that each of clauses (ii) through (iv) above shall not apply to the extent that any of the changes, developments, conditions or occurrences referred to therein relate primarily to (or have the effect of relating primarily to) that party or disproportionately adversely affects that party in comparison to other persons of a similar size who operate in the industry in which such party operates;

• (gg) "Material Contracts" means any commitments, contracts, instruments, leases and other agreements, oral or written, entered into by a party hereto, by which a party hereto is bound or to which it or its Assets are subject that have total payment obligations on the part of that party that exceed $50,000 or are for a term of or in excess of twelve months;

• (hh) "Moke France" means Moke France SAS and any successor or assignee thereof;

• (ii) "Name Change" means the name change of BSI to "EV Technology Group Inc." or such other name acceptable to BSI and EVT, with such name change to be completed on or prior to the Effective Date;

• (jj) "NEO" means the NEO Exchange Inc.;

• (kk) "OBCA" means the Business Corporations Act (Ontario);

• (ll) "Person" includes an individual, corporation, body corporate, partnership, joint venture, association, trust or unincorporated organization or any trustee, executor, administrator or other legal representative thereof;

• (mm) "Private Placement" means the private placement of Subscription Receipts for minimum gross proceeds of $5,000,000, with each Subscription Receipt to be sold at a price no less than $1 and which shall, immediately prior to the completion of the Amalgamation, be automatically exchanged in accordance with its terms for one EVT Share;

• (nn) "Resulting Issuer" means BSI upon completion of the Transaction;

• (oo) "Resulting Issuer Shares" means common shares in the capital of the Resulting Issuer following the completion of the Transaction;

• (pp) "Subscription Receipt Agreement" the subscription receipt agreement to be entered into in connection with the issuance of the Subscription Receipts among EVT, BSI and a subscription receipt agent acceptable to the parties;

• (qq) "Subscription Receipts" means subscription receipts of EVT;

• (rr) "Tax Act" means the Income Tax Act (Canada);

• (ss) "Transaction" means the completion of the business combination of BSI and EVT in the manner contemplated in and pursuant to the terms and conditions of this Agreement;

• (tt) "TSXV" means the TSX Venture Exchange;

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

• (vv) "U.S. Exchange Act" means the United States Securities Exchange Act of 1934, as amended;

• (ww) "U.S. Person" means a "U.S. person" as such term is defined in Regulation S promulgated under the U.S. Securities Act; and

• (xx) "U.S. Securities Act" means the United States Securities Act of 1933, as amended.

• (yy)

1.2 Schedules: The following are the schedules to this Agreement:

Schedule A Liabilities of BSI and EVT

Schedule B Draft Articles of Amalgamation

1.3 Interpretation: For the purposes of this Agreement, except as otherwise expressly provided herein:

• (a) "this Agreement" means this Agreement, including the Schedules hereto, as it may from time to time be supplemented or amended;
• (b) all references in this Agreement to a designated Article, section, subsection, paragraph, or other subdivision, or to a Schedule, is to the designated Article, section, subsection, paragraph or other subdivision of, or Schedule to, this Agreement unless otherwise specifically stated;
• (c) the words "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular Article, clause, subsection or other subdivision or Schedule;
• (d) "the parties" means the parties to this Agreement, being BSI, BSI Subco, EVT, and "a party" means any one of them;
• (e) the singular of any term includes the plural and vice versa and the use of any term is equally applicable to any gender and where applicable to a body corporate;
• (f) the word "including" is not limiting (whether or not non-limiting language such as "without limitation", "but not limited to" and other words of similar import are used with reference thereto);
• (g) the headings to the Articles and clauses of this Agreement are inserted for convenience only and do not form a part of this Agreement and are not intended to interpret, define or limit the scope, extent or intent of this Agreement or any provision hereof;
• (h) the parties acknowledge that this Agreement is the product of arm's length negotiation between the parties, each having obtained its own independent legal advice, and that this Agreement shall be construed neither strictly for nor strictly against either party irrespective of which party was responsible for drafting this Agreement; and
• (i) unless otherwise specifically noted, all references to money in this Agreement are or shall be to lawful money of Canada. If it is necessary to convert money from another currency to lawful money of Canada, such money shall be converted to lawful money of Canada using the exchange rates in effect at the close of business on the Business Day prior to the Closing Date.

ARTICLE 2 THE TRANSACTION

2.1 Implementation Steps

• (a) EVT shall complete the Private Placement. All Subscription Receipts issued in connection with the Private Placement shall be automatically converted into EVT Shares in accordance with the terms of the Subscription Receipt Agreement immediately prior to the Effective Time upon satisfaction of certain conditions set out in the Subscription Receipt Agreement.
• (b) BSI shall call and convene the BSI Meeting at which the BSI Shareholders will be asked to approve the BSI Meeting Matters and any ancillary matters.
• (c) EVT shall call and convene the EVT Meeting at which the EVT Shareholders will be asked to approve the Amalgamation and any ancillary matters.
• (d) BSI covenants in favour of the other parties hereto that it shall, in its capacity as the sole shareholder of BSI Subco, approve and execute a special resolution approving the Amalgamation as soon as reasonably practicable following the approval of the BSI Meeting Matters at the BSI Meeting.
• (e) BSI shall obtain approval from the TSXV for the Delisting.
• (f) BSI shall complete the BSI Shares for Debt in accordance with all applicable laws.
• (g) BSI shall file articles of amendment for BSI for the Name Change and Consolidation to occur pursuant to the terms of this Agreement.
• (h) Following the completion of the foregoing implementation steps and receipt of the requisite approvals set forth above in accordance with the terms of and subject to the satisfaction or waiver of all conditions precedent set forth in this Agreement, the Amalgamating Corporations shall jointly file the Articles of Amalgamation as set out in Schedule "B" hereto with the director, as provided under the OBCA, and such other documents as are required to be filed under the OBCA.

2.2 Effects of the Amalgamation

Subject to obtaining the required approvals, at the Effective Time, the following shall occur and shall be deemed to occur without any further act or formality:

• (a) BSI Subco and EVT shall amalgamate to form Amalco and shall continue as one company under the OBCA in the manner set out in Section 2.7 hereof and with the effect as of the Effective Time;
• (b) immediately upon the Amalgamation**:**
  • (i) each EVT Share shall be exchanged for 4.7 fully-paid and non-assessable Resulting Issuer Shares, following which all the EVT Shares shall be cancelled. No fractional Resulting Issuer Shares will be issued or delivered pursuant to the Transaction. Any

fractional interest in a Resulting Issuer Share will be rounded down to the next lowest number of whole Resulting Issuer Shares and no consideration will be paid in lieu thereof;

• (ii) EVT Shares which are held by dissenting EVT Shareholders who have validly exercised their Dissent Rights in strict compliance with the provisions thereof shall not be converted as prescribed by section 2.2(b)(i). However, if any such dissenting EVT Shareholder fails to perfect or effectively withdraw its claim under Section 185 of the OBCA or forfeits its right to make a claim under Section 185 of the OBCA or if its rights as a shareholder of EVT are otherwise reinstated, such dissenting shareholder's EVT Shares shall thereupon be deemed to have been exchanged as of the Effective Time as prescribed by section 2.2(b)(i);
• (iii) the outstanding common shares of BSI Subco will be cancelled and replaced by common shares in the capital of Amalco on a one for one basis;
• (iv) in consideration for the Resulting Issuer Shares issued pursuant to section 2.2(b)(i), Amalco shall issue to BSI one common share in the capital of Amalco for each Resulting Issuer Share issued;
• (v) all of the property and assets of each of BSI Subco and EVT shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of BSI Subco and EVT; and
• (vi) Amalco shall be a wholly-owned subsidiary of the Resulting Issuer.

2.3 Consultation

Upon execution of this Agreement, BSI and EVT shall issue a press release that announces that the parties have entered into this Agreement and providing such further information concerning the Transaction as the parties may agree or as is otherwise required by the NEO and/or the TSXV. The parties shall consult with each other in respect to issuing any press release or otherwise making any public statement with respect to this Agreement or the Transaction, its business or operations and in making any filing with any Governmental Body, securities regulatory authority or stock exchange with respect thereto. Each of BSI and EVT shall use commercially reasonable efforts to enable the other party to review and comment on all such press releases, public statements and filings prior to the release or filing, respectively, thereof, provided, however, that the obligations herein shall not prevent a party from making, after consultation with the other party, such disclosure as is required by applicable laws or the rules and policies of any applicable stock exchange. Reasonable consideration shall be given to any comments made by the other party and its counsel.

2.4 BSI Circular

(a) As promptly as reasonably practicable following execution of this Agreement, BSI shall prepare the information circular for the BSI Meeting together with any other documents required by applicable laws. BSI shall ensure that this information circular complies in all material respects with all applicable laws and that it contains sufficient detail to permit the BSI Shareholders to form a reasoned judgment concerning the matters to be placed before them at the BSI Meeting.

(b) Approval of the BSI Meeting Matters may be obtained by written resolution provided that such approval complies with both the OBCA and the applicable policies of the TSXV.

2.5 EVT Circular

• (a) As promptly as reasonably practicable following execution of this Agreement, EVT shall prepare the notice of meeting or information circular, as required, for the EVT Meeting together with any other documents required by applicable laws. EVT shall ensure that this notice or information circular complies in all material respects with all applicable laws and that it contains sufficient detail to permit the EVT Shareholders to form a reasoned judgment concerning the matters to be placed before them at the EVT Meeting.
• (b) The matters to be approved at the EVT Meeting may be obtained by written resolution provided that such approval complies with the applicable provisions of the OBCA.

2.6 NEO Listing Statement

• (a) As promptly as reasonably practicable following execution of this Agreement, EVT shall prepare (with BSI's input as required) the listing statement substantially in the form as required by the NEO and in accordance with the policies of the NEO. Each of the parties shall ensure that any information related to itself does not include any misrepresentation.
• (b) BSI and EVT shall each use reasonable commercial efforts to obtain any necessary consents from their respective auditors and any other advisors for the use of any financial, technical or other expert information required to be included in the NEO listing statement.

2.7 Amalco

Following the Amalgamation, Amalco shall be organized as follows:

• (a) The name of Amalco shall be "MOKE Group Inc." or such other name as may be jointly approved by EVT and BSI.
• (b) The registered office of Amalco shall be 198 Davenport Road, Toronto, Ontario M5R 1J2.
• (c) There shall be no restrictions on the business that Amalco may carry on or on the powers that Amalco may exercise.
• (d) The authorized capital of Amalco shall be an unlimited number of common shares without par value.
• (e) The capital account in the records of Amalco for the common shares of Amalco shall be equal to the aggregate of the capital determined immediately before the Effective Time, attributed to the shares of each of the Amalgamating Corporations.

(f) The first directors of Amalco shall be the persons whose names and addresses for service appear below:

Name	Address for Service	Resident
Wouter Witvoet	198 Davenport Road, Toronto, Ontario M5R1J2	Switzerland
Ryan Ptolemy	198 Davenport Road, Toronto, Ontario M5R1J2	Canada

Each of the first directors named above shall hold office from the Effective Time until the later of the close of the first annual meeting of shareholders of Amalco and the date on which a successor is elected or appointed.

• (g) The first auditors of Amalco shall be McGovern Hurley LLP, Chartered Accountants. The first auditors of Amalco shall hold office until the first annual meeting of shareholders of Amalco following the Amalgamation, or until their successor is appointed.
• (h) The fiscal year end of Amalco shall be December 31.
• (i) The articles of Amalco, until repealed, amended or altered, shall be substantially in the form set forth in Schedule B hereto.
• (j) All of the property and assets of each of BSI Subco and EVT shall be the property and assets of Amalco and Amalco shall be liable for all of the liabilities and obligations of each of BSI Subco and EVT.

2.8 Withholding Tax Rights

Notwithstanding any other provision of this Agreement, if any party identifies that a withholding may apply to any payment or consideration contemplated herein, such party shall notify the other parties to this Agreement of such withholding. The parties shall, acting reasonably, cooperate in doing all things to reduce or eliminate such withholding. In the event that withholding taxes cannot be eliminated, the parties and any other applicable withholding agent shall be entitled to deduct and withhold from the payment or consideration otherwise payable in connection with any transactions referred to in this Agreement such amounts as such withholding agent determines, acting reasonably, are required or reasonably believes to be required to be deducted and withheld from such payment or consideration in accordance with the Tax Act or any provision of federal, provincial, territorial, state, local, or foreign tax law, in each case, as amended. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes hereof as having been paid to the person in respect of which such withholding was made. Each such withholding agent shall be authorized to sell or otherwise dispose of such portion of the payment or consideration payable hereunder as is necessary to provide sufficient funds to enable it to implement such deduction or withholding.

ARTICLE 3 BSI REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties. In order to induce the other parties to enter into and to consummate the transactions contemplated hereunder, BSI represents and warrants to the other parties as follows:

• (a) Organization and Good Standing: Each of BSI and BSI Subco are companies duly incorporated and validly existing under the laws of the provinces of Ontario. BSI has not registered to conduct business in any jurisdiction other than the Province of Ontario and BSI Subco has not registered to conduct business in any jurisdiction other than the Province of Ontario and neither the nature of the business of BSI, nor the location or character of the respective Assets owned or leased by BSI requires that BSI be registered in any other jurisdiction.

• (b) Corporate Power and Authority: Each of BSI and BSI Subco has the corporate power, capacity and authority to carry on its business as currently conducted and to own, lease and operate its respective property and assets. Neither BSI nor, to BSI's knowledge, any other Person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing BSI's dissolution or winding up of BSI or BSI Subco.

• (c) Corporate Structure: The authorized capital of each of BSI and BSI Subco consists of an unlimited number of common shares. BSI holds a 100% direct interest in BSI Subco. Other than BSI Subco, BSI has no other direct or indirect subsidiaries, nor any investment in any Person or any agreement, option or commitment to acquire any such investment. All of the issued and outstanding securities of BSI Subco (being one common share of BSI Subco) are held by BSI. BSI Subco is not a party to any contract and no assets and no liabilities.

• (d) Authority: Each of BSI and BSI Subco has all necessary corporate power, authority and capacity to enter into this Agreement, to complete the Transaction and to perform its obligations hereunder, subject to the receipt of requisite regulatory and shareholder approval, pursuant to the terms hereof. The execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of BSI and BSI Subco and this Agreement has been duly executed and delivered by BSI and BSI Subco and constitutes a valid and binding obligation of each of BSI and BSI Subco, except as such enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally.

• (e) Compliance: The execution, delivery and performance of this Agreement and each of the other agreements contemplated or referred to herein by BSI and BSI Subco, and the completion of the transactions contemplated hereby, will not conflict with nor constitute or result in a violation or breach of or default under or cause the acceleration of any obligations of BSI or BSI Subco under:

• (i) any term or provision of any of the articles, by-laws or other constating documents of BSI or BSI Subco;

• (ii) the terms of any indenture, agreement (written or oral), instrument or understanding or other obligation or restriction to which BSI or BSI Subco is a party or by which it is bound; or

• (iii) any term or provision of any licenses, registrations or qualification of BSI or BSI Subco or any order of any court, Governmental Body or regulatory body or any applicable law or regulation of any jurisdiction.

• (f) Minute Books: The minute books of BSI are true and correct in all material respects, and contain the duly signed resolutions and minutes of all meetings of the board of directors, shareholders and board committees of BSI, as applicable.

• (g) Absence of Undisclosed Liabilities: Except as disclosed in Schedule A, each of BSI and BSI Subco does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise) other than those provided for historically in the financial statements or incurred in the ordinary course of business in accordance with past practice.

• (h) Material Contracts: BSI is not a party to, nor bound by, any Material Contract, whether oral or written.

• (i) Copies of Agreements: True, correct and complete copies of any material mortgages, leases, agreements, instruments, licences, permits, authorizations and other documents related to the business of BSI have been provided to EVT.

• (j) Absence of Guarantees: Each of BSI and BSI Subco is not subject to any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other Person (including any obligation to service the debt of or otherwise acquire an obligation of another Person or to supply funds to, or otherwise maintain any working capital or other statement of financial position condition of any other Person).

• (k) Financial Condition: The financial statements of BSI for its most recently completed financial year and its most recently completed interim period contained in its public disclosure record available at www.sedar.com: (i) complied as to form in all material respects with the published rules and regulations under the applicable securities laws; (ii) were reported in accordance with International Financial Reporting Standards; and (iii) present fairly the consolidated financial position of BSI as of the respective dates thereof and the consolidated results of operations of BSI for the periods covered thereby, and there has been no Material Adverse Change to BSI's financial condition since July 31, 2021.

• (l) Tax Filings: BSI:

  • (i) has duly filed in a timely manner all income tax returns, sales tax returns and remittances, and election forms in all jurisdictions where such tax

returns or election forms are required to be filed and to the best of BSI's knowledge all such returns and forms have been completed accurately and correctly in all material respects;

• (ii) has paid all taxes and all interest and penalties thereon for all previous years and all required quarterly instalments due for the current fiscal year have been paid; and
• (iii) has not requested and is not the subject of or bound by any technical advice memorandum or similar ruling or memorandum with any Governmental Body with respect to any taxes, nor is any such request outstanding;

and there is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or payment of any tax, governmental charge or deficiency, nor is there any action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, or to the best of BSI's knowledge, threatened or pending against or in relation to BSI or any of its assets in respect of, or discussions underway with any Governmental Body relating to, any such tax or governmental charge or deficiency.

• (m) Capitalization: The authorized capital of BSI consists of an unlimited number of BSI Shares, of which 30,884,961 are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of BSI, and nil BSI Options. Other than the 30,884,961 BSI Shares, there are no authorized, outstanding or existing securities of BSI outstanding, including pursuant to any stock option plan, share purchase warrants or other convertible securities.
• (n) Absence of Options: No Person has any agreement, right or option, present or future, contingent, absolute or capable of becoming an agreement, right or option or which with the passage of time or the occurrence of any event could become an agreement, right or option to acquire any securities of BSI or BSI Subco, or any interest therein.
• (o) Indebtedness: Except as disclosed in Schedule A, BSI is not indebted to any directors, officers, consultants or creditors of BSI or any affiliate or associate of any of them, on any account whatsoever, and BSI covenants not to incur such indebtedness, unless required to do so by applicable law.
• (p) Tax Status: Each of BSI and BSI Subco is a "taxable Canadian corporation" for the purposes of the Tax Act.
• (q) Absence of Contingent Tax Liabilities: All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers' compensation payments, property taxes, customs and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any arrears, penalty and interest payable with respect thereto (collectively, "Taxes") due and payable or required to be collected or withheld and remitted, by BSI and its subsidiary have been paid, collected or withheld and

remitted, as applicable. There are no contingent tax liabilities against BSI or its subsidiary nor to the best of BSI's knowledge, any grounds that could prompt a reassessment and there are no examinations currently in progress or issues or disputes outstanding with any Governmental Body respecting any taxes that have been paid or may be payable by BSI or any of its subsidiary.

• (r) Absence of Certain Tax Circumstances: There are no circumstances which exist that would result in, or which have existed and resulted in, Sections 17, 78, and 79 to 80.04 (inclusive) of the Tax Act or any corresponding or similar provision of provincial, local, or foreign income tax law applying to BSI.

• (s) Tax Credits and Refunds: All tax credits and refunds, including refundable and non-refundable investment tax credits in respect of scientific research and experimental development, claimed by BSI were claimed and calculated in accordance with the Tax Act and accepted practices of the applicable Governmental Body.

• (t) Environmental: To the best knowledge of BSI and other than any violation or other matter referred to in this subparagraph:

  • (i) BSI is and has been in material compliance with all Environmental Laws;
  • (ii) at all times BSI has operated its business and has received, handled, used, stored, treated, shipped and disposed of all materials regulated by Environmental Laws, in compliance with Environmental Laws;
  • (iii) there have been no spills, releases, deposits or discharges of Hazardous Substances into the earth, air or into any body of water or any municipal or other sewer or drain water systems by BSI or its subsidiary, or any properties currently, or formerly, owned, managed or controlled by BSI or its subsidiary or upon which BSI or its subsidiary has engaged in any activity;
  • (iv) no order, directions or notices have been issued and remain outstanding alleging any violation of Environmental Laws relating to the consolidated business or assets of BSI or any properties currently or formerly owned, managed or controlled by BSI or its subsidiary or upon which BSI has engaged in any activity;
  • (v) BSI has not failed to report to any Governmental Body the occurrence of any event which is required to be so reported by an Environmental Law;
  • (vi) BSI has not received any notification pursuant to any Environmental Laws that any work, repairs, constructions or capital expenditures are required to be made by it as a condition of continued compliance with any Environmental Laws, or any licence, permit or approval issued pursuant thereto, or that any licence, permit or approval referred to above is about to be reviewed, made subject to limitation or conditions, revoked, withdrawn or terminated;

• (vii) BSI has not been requested or directed by a Governmental Body to post funds, or some other funds of security, in order to secure the delivery of a closure plan or the restoration of any part of the property upon which BSI has engaged in any activity;

• (viii) BSI has not received, nor been made aware of, any correspondence from a Governmental Body requesting and / or directing the delivery of a closure plan in relation to, or the restoration of any part of, any property upon which BSI has engaged in any activity; and

• (ix) BSI does not possess or is aware of, a cost estimate in respect of the preparation of a closure plan and / or the restoration of any part of any property upon which BSI has engaged in any activity.

• (u) Conduct of Business: BSI has been conducting its business in compliance in all material respects with all applicable laws and regulations of each jurisdiction in which it carries on business, and has not received a notice of non-compliance, and there are no facts that would give rise to a notice of non-compliance with any such laws and regulations, including Environmental Laws.

• (v) Employment Agreements:

  • (i) BSI is not: (a) to the best of BSI's knowledge, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement, or (b) subject to any current, or to the best of BSI's knowledge, pending or threatened strike or lockout;
  • (ii) BSI is not subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the best of BSI's knowledge, pending or threatened, or any litigation, actual or, to the best of BSI's knowledge, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and
  • (iii) BSI has operated in all material respects in accordance with all applicable law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations and there are no current, or, to the best of BSI's knowledge, pending or threatened, material proceedings before any board or tribunal with respect to any of the above.

• (w) Litigation: There is no Claim in progress or pending or, to the best of BSI's knowledge, threatened against or relating to it, of its subsidiary or their respective assets that, if determined adversely to BSI or its subsidiary, would prevent it from fulfilling all of its obligations set out in this Agreement or arising from this Agreement or that would be expected to have a Material Adverse Effect upon BSI, its subsidiary, their respective financial condition, results of operations or business prospects, and, to the best of BSI's knowledge, there are no existing grounds on

which any such action, suit, litigation or proceeding might be commenced with any likelihood of success.

• (x) Anti-Corruption. Neither BSI nor BSI Subco, nor any of their respective directors, officers, agents, consultants, employees or any other Person acting on BSI's behalf has, in connection with the operation of its respective business, used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation in any material respect of the Corruption of Foreign Public Officials Act (Canada) or any other similar applicable law.

• (y) Reporting Issuer. BSI is a "reporting issuer" as such term is defined under the securities legislation of British Columbia, Alberta and Ontario and has been a reporting issuer for more than four months prior to the Effective Time and is not in default of applicable securities legislation.

• (z) Public Filings. BSI has filed all material documents and information required to be filed by it pursuant to applicable securities laws, with the applicable securities commissions (the "Disclosure Documents"), except where non-compliance has not had, and would not reasonably be expected to have, a Material Adverse Effect, and BSI does not have any confidential filings with any securities authorities. As of the time the Disclosure Documents were filed with the applicable securities regulators and on SEDAR (System for Electronic Document Analysis and Retrieval) (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing): (i) each of the Disclosure Documents complied in all material respects with the requirements of applicable securities laws in the jurisdictions they were filed; and (ii) none of the Disclosure Documents contained any untrue statement of a material fact regarding BSI or omitted to state a material fact regarding BSI required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

• (aa) Party to Agreements. Other than this Agreement, neither BSI nor BSI Subco is currently party to any agreement in respect of: (i) the purchase of any property or assets or any interest therein or the sale, transfer or other disposition of any material property or assets or any interest therein currently owned, directly or indirectly, by BSI or BSI Subco whether by asset sale, transfer of shares or otherwise; or (ii) the change of control of BSI or BSI Subco (whether by sale or transfer of shares or otherwise).

• (bb) Auditors: BSI's auditors are independent public accountants.

• (cc) Performance Default: Neither BSI nor BSI Subco is in violation of its constating documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract to which it is a party or by which it or its property may be bound.

• (ee) Permits and Licenses: BSI holds all material authorizations, approvals, orders, licences, permits or consents issued by any Governmental Body that are necessary or desirable in connection with the conduct and operation of its business as currently being conducted and the ownership, leasing or use of its Assets as the same are now owned, leased, used, conducted or operated, and BSI is not in material breach of or in default under any of the terms or conditions thereof. BSI is not aware of any intention of any Governmental Body to revoke, rescind or terminate any such authorizations, approvals, orders, licenses, permits or consents.

• (ff) Consents and Approvals: No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Body is required by or with respect to BSI in connection with the execution and delivery of this Agreement by BSI, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby other than: (i) the approval of the BSI Meeting Matters by the BSI Shareholders at the BSI Meeting; (ii) the approval of the NEO for the listing of the Resulting Issuer Shares; (iii) the filing of the articles of amalgamation under the OBCA and the issuance of the Articles of Amalgamation; (iv) the filing of articles of amendment under the OBCA in respect of BSI; and (v) the approval of the Delisting by a majority of the minority of holders of BSI Shares pursuant to the policies of the TSXV.

• (gg) Bad Actor: BSI hereby represents and warrants to and in favour of EVT and acknowledges that EVT is relying upon such representation and warranty, that (i) upon completion of the Amalgamation, BSI shall be a "foreign private issuer" as defined in Rule 3b-4 promulgated under the U.S. Exchange Act, (ii) none of BSI, any of its predecessors, any director, executive officer, or other officer of BSI participating in the Amalgamation, any beneficial owner of 20% or more of BSI's outstanding voting equity securities, calculated on the basis of voting power, or any promoter (as that term is defined in Rule 405 under the U.S. Securities Act) connected with BSI in any capacity at the time of sale is subject to any of the "Bad Actor" disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D under the U.S. Securities Act, except for any such event covered by Rule 506(d)(2) or (d)(3) of Regulation D under the U.S. Securities Act.

3.2 Reliance: BSI acknowledges and agrees that the other parties have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the other parties.

ARTICLE 4 EVT REPRESENTATIONS AND WARRANTIES

4.1 EVT Representations and Warranties: In order to induce the other parties to enter into and to consummate the transactions contemplated hereunder, EVT represents and warrants, on its own behalf and on behalf of Moke France, as follows:

• (a) Organization and Good Standing: Each of EVT and Moke France is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has all necessary corporate power, authority and capacity to own its Assets and to carry on its business as presently conducted. Each of EVT and Moke France has not registered to conduct business in any jurisdiction other than Ontario, Canada and France and neither the nature of the business of EVT and Moke France, nor the location or character of the respective Assets owned or leased by EVT or Moke France requires that EVT and Moke France be registered in any other jurisdiction.

• (b) Corporate Power and Authority: Each of EVT and Moke France has the corporate power, capacity and authority to carry on its business as currently conducted and to own, lease and operate its property and assets. Neither EVT, Moke France nor any other Person, has taken any steps or proceedings, voluntary or otherwise, requiring or authorizing EVT's or Moke France's dissolution or winding up of EVT or Moke France.

• (c) Corporate Structure: The authorized capital of EVT consists of an unlimited number of EVT Shares. Other than Moke France, EVT has no other direct or indirect subsidiaries, nor any investment in any Person or any agreement, option or commitment to acquire any such investment. All of the issued and outstanding securities of Moke France are held by EVT.

• (d) Title: The EVT Shareholders, a list of which has been provided to BSI in writing, are the registered holders of all of the issued and outstanding common shares in the capital of EVT. Each EVT Share has been duly and validly issued and is outstanding as fully paid and non-assessable share in the capital of EVT.

• (e) Authority: Subject to the receipt of requisite shareholder approval, EVT has all necessary corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder including the completion of the Amalgamation. Subject to the receipt of requisite shareholder approval, the execution and delivery of this Agreement has been duly authorized by all necessary corporate action on the part of EVT and this Agreement has been duly executed and delivered by EVT and constitutes a valid, binding and enforceable obligation of EVT, except as such enforceability may be limited by general principles of equity and by bankruptcy, insolvency, reorganization or similar laws and judicial decisions affecting the rights of creditors generally.

• (f) Tax Status: EVT is a "taxable Canadian corporation" for the purposes of the Tax Act.

• (g) Agreement Valid: EVT is not a party to, bound by or subject to any indenture, mortgage, lease, agreement, instrument, statute, regulation, order, judgment, decree or law that would be violated, contravened or breached by, or under which any default would occur as a result of, the authorization, execution and delivery of this Agreement by EVT or the performance by it of any of the terms hereof. None of the authorization, execution or delivery of this Agreement by EVT, nor the performance of its obligations hereunder will violate, conflict with or breach its articles or by-laws or other organizational documents, any permit by which EVT, Moke France or their respective Assets are bound, or the EVT Operating Agreements.

• (h) Convertible Securities: As of the date hereof, there are no outstanding convertible securities of EVT and Moke France.

• (i) Financial Statements: The financial statements to be delivered by EVT will present fairly the consolidated financial position of EVT as at the date set out therein and the results of such company's operations and the changes in such company's financial position for the period then ended and reflect any reserves that are required to be included under the accounting standards used by EVT in the preparation of its financial statements. Since December 31, 2021, there has been no material change in respect of EVT's operations, financial condition or business.

• (j) Minute Books: The minute books of EVT and Moke France are true and correct in all material respects; contain the duly signed minutes of all meetings of the board of directors, shareholders and board committees of EVT and Moke France, as applicable, and all resolutions passed by the board of directors, shareholders and board committees of EVT and Moke France, as applicable.

• (k) Absence of Undisclosed Liabilities: Except as disclosed in Schedule A, each of EVT and Moke France does not have any outstanding indebtedness or any liabilities or obligations (whether accrued, absolute, contingent or otherwise) other than those provided for historically in the financial statements or incurred in the ordinary course of business in accordance with past practice.

• (l) Material Contracts: EVT is not a party to nor bound by any Material Contract, whether oral or written, other than the EVT Operating Agreements.

• (m) EVT Operating Agreements: The EVT Operating Agreements are all valid and subsisting, in full force and effect and unamended, no material default exists in respect thereof on the part of EVT or, to the best of EVT's knowledge, on the part of any of the other parties thereto. EVT is not aware of any intention on the part of any of the other parties thereto to terminate or materially alter any of the EVT Operating Agreements.

• (n) Absence of Guarantees: EVT is not subject to any guarantees, indemnities or contingent or indirect obligations with respect to the liabilities or obligations of any other Person (including any obligation to service the debt of or otherwise acquire an obligation of another Person or to supply funds to, or otherwise maintain any

working capital or other statement of financial position condition of any other Person).

• (o) Copies of Agreements: True, correct and complete copies of any material mortgages, leases, agreements, instruments, licences, permits, authorizations and other documents related to the business of EVT, including, in particular, the EVT Operating Agreements have been provided to BSI.
• (p) Absence of Approvals Required: No authorization, approval, order, license, permit or consent of any Governmental Body and no registration, declaration or filing by EVT with any such Governmental Body is required to be obtained by EVT in order to consummate the transactions contemplated hereunder, to execute and deliver all of the documents and instruments to be delivered by EVT under this Agreement, to duly perform and observe the terms and provisions of this Agreement, or to render this Agreement legal, valid, binding and enforceable.
• (q) Permits and Licenses: Each of EVT and Moke France holds all material authorizations, approvals, orders, licences, permits or consents issued by any Governmental Body that are necessary or desirable in connection with the conduct and operation of its business as currently being conducted and the ownership, leasing or use of its Assets as the same are now owned, leased, used, conducted or operated, and each of EVT and Moke France is not in material breach of or in default under any of the terms or conditions thereof. Each of EVT and Moke France is not aware of any intention of any Governmental Body to revoke, rescind or terminate any such authorizations, approvals, orders, licenses, permits or consents.
• (r) Tax Filings: EVT:
  • (i) has duly filed in a timely manner all income tax returns and election forms in all jurisdictions where such tax returns or election forms are required to be filed and to the best of EVT's knowledge all such returns and forms have been completed accurately and correctly in all material respects; and
  • (ii) has paid all taxes and all interest and penalties thereon for all previous years and all required quarterly instalments due for the current fiscal year have been paid;

and there is no agreement, waiver or other arrangement providing for an extension of time with respect to the filing of any tax return, or payment of any tax, governmental charge or deficiency, nor is there any action, suit, litigation, arbitration, proceeding, governmental proceeding, investigation or claim, including appeals and applications for review, in progress, or to the best of EVT's knowledge, threatened or pending against or in relation to EVT or any of its Assets in respect of, or discussions underway with any Governmental Body relating to, any such tax or governmental charge or deficiency.

(s) Capitalization: The authorized capital of EVT consists of an unlimited number of EVT Shares, of which 19,175,000 EVT Shares are issued and outstanding as at the date hereof as fully paid and non-assessable shares in the capital of EVT. Other than the EVT Shares, there are no authorized, outstanding or existing securities of EVT outstanding, including pursuant to any stock option plan, share purchase warrants or other convertible securities.

• (t) Absence of Contingent Tax Liabilities: All taxes due and payable or required to be collected or withheld and remitted, by EVT and Moke France have been paid, collected or withheld and remitted, as applicable. There are no contingent tax liabilities against EVT or Moke France nor to the best of EVT's knowledge, any grounds that could prompt a reassessment and there are no examinations currently in progress or issues or disputes outstanding with any Governmental Body respecting any taxes that have been paid or may be payable by EVT or Moke France.

• (u) Condition of Assets: All machinery, facilities, equipment and other Assets in connection with the business of EVT are owned directly or indirectly by EVT or used by it under valid and subsisting leases, licences, operating agreements or other arrangements; and all Assets are in good working order subject to standard wear and tear.

• (v) Indebtedness to EVT: Except as set forth in Schedule A hereto, EVT is not indebted to any directors, officers, consultants or employees of EVT or any affiliate or associate of any of them, on any account whatsoever.

• (w) Employment Agreements:

  • (i) Each of EVT and Moke France is not a party to any written or oral policy, agreement, obligation or understanding providing for severance or termination payments to, or any employment or consulting agreement with, any director or officer of EVT or Moke France that cannot be terminated with payment of no more than one times such individual's monthly salary, recognizing that a court of competent jurisdiction in an action for wrongful dismissal or otherwise has the authority to award damages in an amount greater than one times an individual's monthly salary;
  • (ii) There are no employees or consultants whose employment or contract with EVT or Moke France cannot be terminated with delivery of less than one months' notice;
  • (iii) Each of EVT and Moke France is not: (a) to the best of EVT's and Moke France's knowledge, subject to any application for certification or threatened or apparent union organizing campaigns for employees not covered under a collective bargaining agreement, or (b) subject to any current, or to the best of EVT's or Moke France's knowledge, pending or threatened strike or lockout;
  • (iv) There are no change of control payments, severance payments or termination payments that EVT or Moke France is obligated to pay, including without limitation, to any consultants, directors, officers, employees or agents, that are triggered by the Transaction;

• (v) Each of EVT and Moke France is not subject to any claim for wrongful dismissal, constructive dismissal or any tort claim, actual or, to the best of EVT's or Moke France's knowledge, pending or threatened, or any litigation, actual or, to the best of EVT's or Moke France's knowledge, pending or threatened, relating to employment or termination of employment of employees or independent contractors; and

• (vi) Each of EVT and Moke France has operated in all material respects in accordance with all applicable law with respect to employment and labour, including, but not limited to, employment and labour standards, occupational health and safety, employment equity, pay equity, workers' compensation, human rights and labour relations and there are no current, or, to the best of EVT's or Moke France's knowledge, pending or threatened, material proceedings before any board or tribunal with respect to any of the above.

• (x) Litigation: There is no Claim in progress or pending or, to the best of EVT's knowledge, threatened against or relating to it or Moke France, its assets that, if determined adversely, would prevent it from fulfilling all of its obligations set out in this Agreement or arising from this Agreement or that would be expected to have a Material Adverse Effect upon EVT, its respective financial condition, results of operations or business prospects, and, to the best of EVT's knowledge, there are no existing grounds on which any such action, suit, litigation or proceeding might be commenced with any likelihood of success.

• (y) Due Diligence: All information provided to BSI in relation to BSI's due diligence of EVT and Moke France, is, to the best of EVT's knowledge, true and correct in all material respects and does not contain any material omissions as at the respective date as stated therein and has not been amended except as provided to BSI.

• (z) Anti-Corruption: Each of EVT and Moke France has not, and none of its respective directors, officers, agents, consultants, employees or any other Person acting on its behalf has, in connection with the operation of its respective business, used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials, candidates or members of political parties or organizations, or established or maintained any unlawful or unrecorded funds in violation in any material respect of the Corruption of Foreign Public Officials Act (Canada) or any other similar applicable law.

• (aa) Auditors: EVT's auditors are independent public accountants.

• (bb) Performance Default: Each of EVT and Moke France is not in violation of its constating documents or in default in the performance or observance of any material obligation, agreement, covenant or condition contained in any contract to which it is a party or by which it or its property may be bound.

• (cc) Material Interest: None of the directors or officers of EVT or Moke Franc has any material interest, direct or indirect, in any material transaction or any proposed material transaction with EVT or Moke France that materially affects, is material to or will materially affect EVT or Moke France, including the Transaction.

• (dd) Consents and Approvals: No consent, approval, order or authorization of, or registration, declaration or filing with, any third party or Governmental Body is required by or with respect to EVT or Moke France in connection with the execution and delivery of this Agreement by EVT or Moke France, the performance of its obligations hereunder or the consummation of the transactions contemplated hereby other than the approval of the EVT Shareholders at the EVT Meeting.

• (ee) U.S. Securities Laws: EVT will cause each EVT Shareholder who is resident in the United States or otherwise a U.S. Person, or who consents to the Amalgamation from within the United States, as a condition of receiving Resulting Issuer Shares upon completion of the Amalgamation, to deliver, no later than the Effective Time, a certificate in a form satisfactory to BSI as to their status as an Accredited Investor, together with any supporting information as reasonably requested by BSI in order to confirm their status or information regarding the availability of an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws for the issuance of such Resulting Issuer Shares to such holder.

4.2 Reliance: EVT acknowledges and agrees that the other parties have entered into this Agreement relying on the warranties and representations and other terms and conditions of this Agreement notwithstanding any independent searches or investigations that have been or may be undertaken by or on behalf of the other parties.

ARTICLE 5 INTERIM COVENANTS

5.1 From the date of this Agreement until the earlier of (i) the Closing Date, and (ii) the termination of this Agreement in accordance with ARTICLE 11, the parties will use reasonable commercial efforts to complete the Transaction and take the following steps in furtherance thereof within the following time periods:

• (a) BSI shall set the record and meeting dates for a meeting of the BSI Shareholders, which meeting shall occur no later than February 28, 2022 or such later date as may be mutually agreed upon in writing by the parties;

• (b) EVT shall set the record and meeting dates for a meeting of the EVT Shareholders, which meeting shall occur no later than February 28, 2022 or such later time as may be agreed upon by the parties**,** or coordination of a written shareholders resolution in accordance with the provisions of the OBCA;

• (c) BSI shall prepare and mail an information circular BSI Shareholders seeking approval of the BSI Meeting Matters, such mailing to occur on or before January 31, 2022 or such later time as may be agreed upon by the parties;

• (e) BSI's board of directors shall unanimously recommend that BSI Shareholders vote in favour of the BSI Meeting Matters;

• (f) EVT's board of directors shall unanimously recommend that EVT Shareholders vote in favour of the Amalgamation;

• (g) BSI shall obtain any third party approvals required in respect of the Transaction, including the conditional approval of the NEO and the TSXV with respect to the for the listing of the Resulting Issuer Shares and the Delisting, respectively, as required; and

• (h) The parties shall work in good faith toward closing the Transaction on or before March 31, 2022, unless such date has been extended by mutual agreement of the parties in writing.

ARTICLE 6 CLOSING

6.1 Closing Date and Location: The transactions contemplated by this Agreement shall be completed in person or by electronic delivery at 12:01 A.M. (Toronto time) on the Closing Date, or at such other time or at such other location as may be mutually agreed upon in writing by the parties.

ARTICLE 7 CONDITIONS

7.1 Mutual Conditions: The respective obligations of the parties hereto to consummate the transactions contemplated hereunder are subject to the satisfaction, on or prior to the Effective Time, of the following conditions, any of which may be waived only by the mutual consent of the parties without prejudice to their rights to rely on any other or others of such conditions:

• (a) the receipt of the NEO conditional approval with respect to the listing of the Resulting Issuer Shares;
• (b) the approval of the TSXV for the Delisting;
• (c) BSI having received the requisite approval of the BSI Meeting Matters;
• (d) EVT having received the requisite approval of the EVT Shareholders for the Amalgamation;
• (e) no injunction or restraining order of any court or administrative tribunal of competent jurisdiction shall be in effect prohibiting the transactions contemplated by this Agreement and no action or proceeding shall have been instituted or be

pending before any court or administrative tribunal to restrain or prohibit the transactions between the parties contemplated by this Agreement;

• (f) there shall not be pending or threatened any suit, action or proceeding by any Governmental Entity, before any court or Governmental Body, agency or tribunal, domestic or foreign, that has a significant likelihood of success, seeking to restrain or prohibit the consummation of the Transaction or any of the other transactions contemplated by this Agreement or seeking to obtain from BSI, BSI Subco or EVT any damages that are material in relation to BSI, BSI Subco or EVT and their subsidiaries taken as a whole;
• (g) the distribution of Amalco Shares and the Resulting Issuer Shares pursuant to the Transaction shall be exempt from the prospectus requirements of applicable Canadian securities law either by virtue of exemptive relief from the securities regulatory authorities of each of the provinces of Canada or by virtue of applicable exemptions under Canadian securities laws and shall not be subject to resale restrictions under applicable Canadian securities laws other than as applicable to control Persons or pursuant to section 2.6 [Seasoning Period] of National Instrument 45-102 – Resale of Securities of the Canadian Securities Administrators;
• (h) the Resulting Issuer, upon completion of the Transaction, shall meet the listing requirements of the NEO and shall be in compliance with applicable securities laws and the rules and policies of the NEO and there shall be no cease-trade order made or threatened by a Governmental Body in respect of the Resulting Issuer Shares; and
• (i) this Agreement shall not have been terminated pursuant to Article 11 hereof.

7.2 BSI's Conditions: The obligations of BSI to complete the transactions contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Effective Time, each of the following conditions precedent:

• (a) Initial Deliveries: EVT will have delivered:

  • (i) such due diligence materials including, but not limited to, the minute books of EVT, such as directors' resolutions, shareholder ledgers and shareholder registers and such other documents as the BSI 's counsel may request, acting reasonably;
  • (ii) audited financial statements of EVT for the most recently completed financial year, and any other interim financial statements of EVT requested by the NEO;
  • (iii) duly completed Personal Information Form for each new officer, director and insider of the Resulting Issuer and such other Persons as required by the NEO; and
  • (iv) such other documents as may be required by BSI, acting reasonably;

• (b) Truth and Accuracy of Representations: The representations and warranties of EVT made under this Agreement shall be true and correct at the Effective Time and with the same effect as if made at and as of the Effective Time;

• (c) Performance of Obligations: EVT shall have performed and complied with all the obligations and covenants contained in this Agreement to be performed and complied with by it as at the Effective Time, other than those conditions which are waived by BSI and an officer of EVT shall provide a certificate addressed to BSI and BSI Subco at Closing confirming the foregoing;

• (d) Absence of Material Adverse Change: There will have been no Material Adverse Changes, or any development that could reasonably result in a Material Adverse Effect on EVT;

• (e) Closing Documentation: BSI shall have received the following closing documentation:

  • (i) certificates of status (or equivalent) for EVT and Moke France on the Closing Date dated no earlier than two days prior to Closing;
  • (ii) a certified copy of a resolution of the directors of EVT approving the transactions contemplated hereunder and authorizing the execution of this Agreement;
  • (iii) an officer's certificate of EVT confirming the representations and warranties of EVT made hereunder are true and correct at the Effective Time as if made at and as of the Effective Time; and
  • (iv) such other documents as may be required by BSI, acting reasonably;

• (f) Absence of Additional Liabilities: EVT will not have incurred any liabilities other than those which are:

  • (i) reasonably incurred in the ordinary course of business;
  • (ii) expenses incurred in connection with the transactions contemplated by this Agreement, including the Transaction, the Private Placement, the EVT Meeting, the Delisting, and the proposed listing of the Resulting Issuer Shares on the NEO; or
  • (iii) incurred with the consent of BSI;

• (g) Private Placement: The Private Placement by EVT shall have been completed;

• (h) Escrow: Each of the parties as required by the NEO shall have entered into an escrow agreement upon the terms and conditions imposed pursuant to the policies of the NEO; and

• (i) No Legal Action or Investigations: There being no legal proceedings or regulatory actions or proceedings, or to the knowledge of EVT, no pending legal proceedings

or regulatory actions or proceedings, against EVT at the Closing Date which may, if determined against the interests of EVT, have a EVT Material Adverse Effect. No inquiry or investigation (whether formal or informal) in relation to EVT or its directors or officers shall have been commenced or threatened by the NEO, any securities commission or similar regulatory body having jurisdiction, such that the outcome of such inquiry or investigation could have a Material Adverse Effect on the Resulting Issuer.

7.3 Waiver: The conditions set forth in Section 7.2 are for the exclusive benefit of BSI and may be waived by BSI in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, the completion of the Amalgamation contemplated by this Agreement by BSI Subco shall not prejudice or affect in any way the rights of BSI in respect of the representations and warranties of EVT in this Agreement.

7.4 EVT's Conditions: The obligations of EVT to complete the transactions contemplated hereunder shall be subject to the satisfaction of, or compliance with, at or before the Effective Time, each of the following conditions precedent:

• (a) Truth and Accuracy of BSI Representations at Closing: The representations and warranties of BSI made hereunder shall be true and correct at the Effective Time and with the same effect as if made at and as of the Effective Time;

• (b) Performance of Obligations: BSI shall have performed and complied with all the obligations and covenants contained in this Agreement to be performed and complied with by it and an officer of the BSI shall provide a certificate addressed to EVT at Closing confirming the foregoing;

• (c) Absence of Material Adverse Change: There will have been no Material Adverse Changes, or any development that could reasonably result in a Material Adverse Effect on BSI;

• (d) New Board of Directors: The nominees of EVT shall have been duly elected or appointed, as applicable, to the board of directors and management of the Resulting Issuer as of the Effective Time;

• (e) Resulting Issuer Shares: Each of the Resulting Issuer Shares issued in connection with the Amalgamation shall be issued as fully paid and non-assessable shares in the capital of the Resulting Issuer, free and clear of any and all encumbrances, liens, charges, demands of whatsoever nature, except those imposed under applicable US securities law, and those applicable under Canadian securities law to "control distributions";

• (i) Absence of Additional Liabilities: BSI will not have incurred any liabilities other than those which are:

  • (A) reasonably incurred in the ordinary course of business or as set out in Schedule A;

• (B) expenses incurred in connection with the transactions contemplated by this Agreement, including the Transaction, the Private Placement, the BSI Meeting, the Delisting and the proposed listing of the Resulting Issuer Shares on the NEO; or

• (C) incurred with the consent of EVT;

• (f) Shares for Debt: BSI shall have completed the BSI Shares for Debt;

• (g) Closing Documentation: EVT shall have received from BSI the following closing documentation:

  • (i) the conditional approval of the NEO for the listing of the Resulting Issuer Shares;
  • (ii) a certificate of status for BSI and BSI Subco on the Closing Date dated no earlier than two days prior to Closing;
  • (iii) a certified copy of a resolution of the directors of BSI approving the transactions contemplated hereunder and authorizing the execution of this Agreement;
  • (iv) a certified copy of the resolutions of the BSI Shareholders approving the BSI Meeting Matters; and
  • (v) director and officer resignations and releases as applicable from the existing directors and officers of BSI;
  • (vi) an officer's certificate of BSI confirming the representations and warranties of BSI made hereunder are true and correct at the Effective Time as if made at and as of the Effective Time; and
  • (vii) such other documents as may be required by EVT, acting reasonably.

7.5 Waiver: The conditions set forth in Section 7.4 are for the exclusive benefit of EVT and may be waived by it in writing in whole or in part on or before the Closing Date. Notwithstanding any such waiver, completion of the Amalgamation contemplated by this Agreement by EVT shall not prejudice or affect in any way the rights of EVT in respect of the warranties and representations of BSI set forth in this Agreement.

ARTICLE 8 CONDUCT OF BUSINESS PRIOR TO CLOSING

8.1 EVT Conduct: Except as otherwise contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, EVT shall do the following:

(a) Conduct Business in Ordinary and Usual Course: Conduct the business of EVT in the ordinary and usual course thereof and not, without the prior written consent of BSI, enter into any transaction which would constitute a breach of any of their respective representations, warranties or agreements contained herein. Without limiting the generality of the foregoing:

• (i) EVT will not, without BSI's prior consent, acting reasonably, dispose, option, encumber or transfer rights to any Assets with a value exceeding $10,000 or an aggregate of $40,000;
• (ii) EVT will not, without BSI's prior consent, acting reasonably, enter into any Material Contracts other than as contemplated herein including with respect to the Private Placement;
• (iii) EVT will not, without BSI's prior consent, acting reasonably, terminate any of the EVT Operating Agreements;
• (iv) EVT will not, without BSI's prior consent, grant any bonuses, benefits or other forms of direct or indirect compensation or approve any change of control or other termination benefits to any employee, officer, director or consultant of EVT;
• (v) EVT will not, without BSI's prior consent, issue any equity securities, from treasury or otherwise, or options, warrants, rights or convertible securities other than with respect to the Private Placement;
• (vi) EVT will not, without BSI's prior consent, pay any dividends, redeem any securities, or otherwise cause assets to be distributed;
• (vii) EVT will not, without BSI 's prior consent, borrow any funds, under existing credit lines or otherwise; and
• (viii) EVT will cooperate fully with BSI and to use all reasonable commercial efforts to otherwise complete the Transaction, unless such cooperation and efforts would subject EVT to liability or would be in breach of applicable statutory and regulatory requirements.
• (b) Alternative Transactions: EVT will:
  • (i) not, directly or indirectly, through any of its directors, officers, shareholders, employees, consultants, agents, advisors or representatives or otherwise, solicit, encourage or pursue offers from, initiate, participate in any negotiations or discussions with, enter into any agreements or understandings with, or furnish any information to any third party regarding or in anticipation of any acquisition, merger, arrangement, amalgamation, other business combination, joint venture or equity financing or similar transaction involving EVT or any subsidiary or affiliate, their respective common shares or any of their material assets in each case that would be reasonably likely to impede the Transaction (any such transactions being referred to as an "Alternative Transaction"). In the event EVT, or any of its officers or directors, receives any form of offer or inquiry in respect of an Alternative Transaction, EVT shall forthwith (and in any event within

one Business Day following receipt) notify BSI of such offer or inquiry and provide BSI with such details as it may reasonably request;

• (ii) cease and cause any of its subsidiaries and its officers, directors, shareholders, employees, consultants, agents, advisors or representatives or otherwise, to cease and terminate any existing activity, discussion or negotiation with any third party in respect of an Alternative Transaction;
• (iii) terminate access that any third party has to EVT's data site, if any, or access to due diligence materials and request the return or destruction of any due diligence materials provided to any third parties immediately; and
• (iv) not release any person from any standstill covenants or obligations under any confidentiality and/or standstill agreement;
• (c) Perform Obligations: EVT will comply, in all material respects, with all applicable laws affecting the operation of its respective business and pay all required taxes as and when they become due;
• (d) Pay Liabilities: EVT will pay and discharge all of its respective liabilities or obligations in the ordinary and usual course of business consistent with past business practice, except for such liabilities or obligations as may be contested by it in good faith;
• (e) No Breach: EVT will not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of or render untrue any of EVT's representations, warranties, covenants, or other obligations contained herein; and
• (f) Preserve Business: EVT will preserve intact EVT's business and the Assets, and promote and preserve the goodwill of consultants, suppliers, and others having business relations with EVT and the Assets.

8.2 BSI Conduct: Except as otherwise contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, BSI shall do the following:

• (a) Conduct Business in Ordinary and Usual Course: Conduct the BSI business in the ordinary and usual course thereof and not, without the prior written consent of EVT, enter into any transaction which would constitute a breach of any of its respective representations, warranties or agreements contained herein. Without limiting the generality of the foregoing:

  • (i) BSI will not, without EVT's prior consent, acting reasonably, dispose, option, encumber or transfer rights to any assets with a value exceeding $10,000 or an aggregate of $40,000;
  • (ii) BSI will not, without EVT's prior consent, acting reasonably, enter into any Material Contracts except as contemplated herein;

• (iii) BSI will not, without EVT's prior consent, grant any bonuses, benefits or other forms of direct or indirect compensation or approve any change of control or other termination benefits to any employee, officer, director or consultant of BSI;

• (iv) BSI will not, without EVT's prior consent, issue any equity securities, from treasury or otherwise, or options, warrants, rights or convertible securities except as contemplated herein;

• (v) BSI will not, without EVT's prior consent, pay any dividends, redeem any securities, or otherwise cause assets to be distributed;

• (vi) BSI will not, without EVT's prior consent, borrow any funds, under existing credit lines or otherwise;

• (vii) BSI will not to initiate, propose, assist or participate in any activities or solicitations in opposition to or in competition with the Transaction and, without limiting the generality of the foregoing, not to induce or attempt to induce any other person to initiate any shareholder proposal, acquisition of securities or any other form of transaction inconsistent with completion of the Transaction and not to take actions of any kind which may reduce the likelihood of success of the Transaction, except as required by statutory law;

• (viii) BSI will use its reasonable commercial efforts to complete the Transaction and to not take any action contrary to or in opposition to the Transaction, except as required by statutory law;

• (ix) BSI will not carry on any business except as contemplated herein;

• (x) BSI will not alter or amend BSI's articles or by-laws except as contemplated herein; and

• (xi) BSI will cooperate fully with EVT and to use all reasonable commercial efforts to otherwise complete the Transaction, unless such cooperation and efforts would subject BSI to liability or would be in breach of applicable statutory and regulatory requirements.

• (b) Alternative Transactions: BSI will:

  • (i) not, directly or indirectly, through any of its directors, officers, shareholders, employees, consultants, agents, advisors or representatives or otherwise, solicit, encourage or pursue an Alternative Transaction. In the event BSI, or any of its officers or directors, receives any form of offer or inquiry in respect of an Alternative Transaction, BSI shall forthwith (and in any event within one Business Day following receipt) notify EVT of such offer or inquiry and provide EVT with such details as it may reasonably request;

• (ii) cease and cause any of its subsidiaries and its officers, directors, shareholders, employees, consultants, agents, advisors or representatives or otherwise, to cease and terminate any existing activity, discussion or negotiation with any third party in respect of an Alternative Transaction;

• (iii) terminate access that any third party has to BSI's data site, if any, or access to due diligence materials and request the return or destruction of any due diligence materials provided to any third parties immediately; and

• (iv) not release any person from any standstill covenants or obligations under any confidentiality and/or standstill agreement.

8.3 Post-Closing Period: Promptly after the Closing, the Resulting Issuer shall make, or cause to be made, all filings, and shall pay all fees, required to be given or made to the NEO in order to obtain final approval of the NEO for the transactions contemplated by this Agreement, including the issuance and listing of the Resulting Issuer Shares to be issued and delivered to the prior holders of EVT Shares pursuant to Section 2.2.

ARTICLE 9

[INTENTIONALLY DELETED].

ARTICLE 10 CONFIDENTIALITY

10.1 No Disclosure: No disclosure or announcement, public or otherwise, in respect of this Agreement or the transactions contemplated hereby will be made by either party or any of its representatives without the prior approval of the other party as to timing, content and method, provided that the provisions of this paragraph will not prevent any party from making, after consultation with the other party, such disclosure as its counsel advises is required by applicable law or the rules and policies of the NEO.

10.2 Hold Information in Confidence: Unless and until the transactions contemplated in this Agreement have been completed, or until the termination of this Agreement, except with the prior written consent of the other party, each of the parties and their respective representatives will hold all information received from the other party in the strictest confidence, except such information and documents as are available to the public or as are required to be disclosed by applicable law or regulation. All such information in written form and documents will be returned to the party originally delivering them in the event that the transactions provided for in this Agreement are not consummated.

ARTICLE 11 TERMINATION

11.1 Termination: Notwithstanding any other provision in this Agreement, this Agreement may be terminated at any time prior to the Closing Date as follows:

• (a) by mutual written agreement by the parties;
• (b) by written notice of either BSI or EVT in the event that the Closing Date has not occurred by May 31, 2022 (the "Outside Date"), unless such date has been extended by mutual agreement of the parties in writing;
• (c) by EVT if:
  • (i) the shareholders of BSI have not approved the BSI Meeting Matters on or before March 31, 2022;
  • (ii) BSI has not received the requisite NEO and TSXV approvals with respect to the listing of the Resulting Issuer Shares and the Delisting, as applicable, on or before April 30, 2022, or any other applicable regulatory authority having notified either BSI or EVT that it will not permit the Transaction (or any part thereof) to proceed;
  • (iii) BSI materially breaches any of its representations or warranties or fails to comply with any covenants contained herein, and such default is not remedied within five Business Days of written notice provided to BSI of such default;
  • (iv) BSI breaches its obligations under Section 8.2(b); or
  • (v) any of the conditions precedent contained herein for the benefit of EVT or the mutual conditions precedent, which has not been complied with or waived by EVT, becomes incapable of being satisfied or is not satisfied prior to the Outside Date;
• (d) by BSI if:
  • (i) the shareholders of EVT have not approved the Transaction on or before March 31, 2022;
  • (ii) BSI has not received the requisite NEO and TSXV approvals with respect to the listing of the Resulting Issuer Shares and the Delisting, as applicable, on or before April 30, 2022, or any other applicable regulatory authority having notified either BSI or EVT that it will not permit the Transaction (or any part thereof) to proceed;
  • (iii) EVT materially breach any of its representations or warranties or fails to comply with any covenants contained herein, and such default is not remedied within five Business Days of written notice provided of such default;
  • (iv) EVT breaches its obligations under Section 8.1(b); or
  • (v) any of the conditions precedent contained herein for the benefit of BSI or the mutual conditions precedent, which has not been complied with or

waived by BSI, becomes incapable of being satisfied or is not satisfied prior to the Outside Date.

Any party desiring to terminate this Agreement pursuant to this Section 11.1 shall give written notice of such termination to the other party.

11.2 Break fee. If this Agreement is terminated by BSI in the circumstances described in Section 11.1(d)(iv), then EVT shall within one Business Day of the date of termination pay to BSI a break fee of $100,000. If this Agreement is terminated by EVT in the circumstances described in Section 11.1(c)(iv), then BSI shall within one Business Day of the date of termination pay to EVT a break fee of $100,000.

11.3 Post-Termination Obligations: Upon the termination of this Agreement, the parties shall be released from their obligations hereunder other than as expressly contemplated hereby, excepting those under Articles 10 and 11, and Section 13.1, provided that nothing herein shall relieve a party from liability arising prior to such termination.

ARTICLE 12 DISPUTE RESOLUTION

12.1 Disputes: Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof and any claim or request that may be made under any of the provisions of the OBCA shall be determined by arbitration in Toronto before one arbitrator. The parties agree that the arbitrator has the jurisdiction to make any interim or final awards that may be made by a judge of the Ontario Superior Court of Justice. The arbitration shall be conducted in Toronto in accordance with the Arbitration Act, 1991 (Ontario). The arbitrator's decision will be final and binding on the parties, enforceable in any court of competent jurisdiction, and will not be subject to appeal, except in the circumstances in which a party to an arbitration could appeal to a court under the Arbitration Act, 1991 (Ontario).

ARTICLE 13 GENERAL

13.1 Expenses: All costs and expenses incurred in connection with the preparation of this Agreement and the transactions contemplated by this Agreement shall be paid by the party incurring such expenses.

13.2 Time: Time shall be of the essence hereof.

13.3 Notices: Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered, telecopied or electronically transmitted to the party to whom it is given or, if mailed, by prepaid registered mail addressed to such party as set out below or at such other address as the party to whom such writing is to be given shall have last notified to the party giving the same in the manner provided in this clause. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall

only be effectively given if actually delivered or sent by telecopy or electronic transmittal. Any notice telecopied or electronically transmitted to the party to whom it is addressed if sent during business hours on a Business Day, shall be deemed to have been given and received on such Business Day and if not sent during business hours on a Business Day shall be deemed to have been given on the next following the day it was telecopied or electronically transmitted.

BSI:

198 Davenport Road Toronto, Ontario, M5R 1J2

Attention: Kenny Choi, Chief Executive Officer E-mail: kenny.choi@FMRESOURCES.CA

EVT:

198 Davenport Road Toronto, Ontario, M5R 1J2

Attention: Wouter Witvoet, Chief Executive Officer E-mail: wouter@evtgroup.com

13.4 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein and, save and except for matters that are subject to binding arbitration under Article 12 herein, the parties submit and attorn to the non-exclusive jurisdiction of the courts of the Province of Ontario.

13.5 Assignment: The rights of the parties hereunder may not be assigned by any party without the prior written consent of the other party.

13.6 Severability: If a court or other tribunal of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

13.7 Additional Agreements: Subject to the terms and conditions of this Agreement and subject to directors' fiduciary duties under applicable laws, each of the parties agrees to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or advisable to consummate and make effective as promptly as practicable the

Transaction contemplated by this Agreement and to cooperate with each other in connection with the foregoing, including using commercially reasonable efforts to:

(a) defend all lawsuits or other legal proceedings challenging this Agreement or the consummation of the Transaction contemplated hereby;

(b) cause to be lifted or rescinded any injunction or restraining order or other order adversely affecting the ability of the parties to consummate the Transaction contemplated hereby;

(c) effect all necessary registrations and other filings and submissions of information requested by the NEO or the TSXV, or required under applicable laws;

(d) effect all necessary registrations and other filings and submissions of information requested by any Governmental Body; and

(e) fulfill all conditions and satisfy all provisions of this Agreement.

13.8 Further Assurances: The parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated hereunder, and each party shall provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the Closing Date.

13.9 Enurement: This Agreement and each of the terms and provisions hereof shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.

13.10 Amendments and Waiver: No modification of or amendment to this Agreement will be valid or binding unless set forth in writing and duly executed by all of the parties and no waiver of any breach of any term or provision of this Agreement will be effective or binding unless made in writing and signed by the party purporting to give the same, and unless otherwise provided, will be limited to the specific breach waived.

13.11 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral or written, by and between any of the parties with respect to the subject matter hereof, including the letter agreement dated December 30, 2021 between the parties which is hereby terminated.

13.12 Counterparts: This Agreement may be executed in as many counterparts as may be necessary or by facsimile or electronic transmission and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies or copies of electronic transmissions together shall constitute one and the same instrument.

[signature pages follow]

IN WITNESS WHEREOF the parties have duly executed this Agreement as of the day and year first above written.

BLUE SKY ENERGY INC.

Per: (signed) "Kenny Choi"

Authorized Signatory Name: Kenny Choi Title: Chief Executive Officer

1000082448 ONTARIO INC.

Per: (signed) "Kenny Choi"

Authorized Signatory Name: Kenny Choi Title: Chief Executive Officer

EV TECHNOLOGY GROUP INC.

Per: Authorized Signatory Name: Wouter Witvoet (signed) "Wouter Witvoet"

Title: Chief Executive Officer

SCHEDULE A

Liabilities of BSI

Nil.

Liabilities of EVT

Nil.

SCHEDULE B

Articles of Amalgamation

Draft Articles of Amalgamation redacted.