EXECUTION COPY

AGENCY AGREEMENT

May 14, 2025

Excellon Resources Inc.
3400 One First Canadian Place
100 King Street West
Toronto, Ontario
M5X 1A4

Attention: Shawn Howarth, President, Chief Executive Officer and Director
Re: Private Placement of Units

Red Cloud Securities Inc. (the “Lead Agent”), acting as lead agent and sole bookrunner, and Velocity Trade Capital Ltd. (together with the Lead Agent, the “Agents”), understand that Excellon Resources Inc. (the “Corporation”) proposes to create, issue and sell on a private placement basis up to 66,666,667 units of the Corporation (the “Units”) at a price of $0.105 per Unit (the “Issue Price”) for aggregate gross proceeds to the Corporation of up to $7,000,000.04 (the “Offering”).

Each Unit will consist of one common share in the capital of the Corporation (each, a “Unit Share”, and the common shares in the capital of the Corporation being the “Common Shares”) and one-half of one Common Share purchase warrant of the Corporation (each whole warrant, a “Warrant”). Each Warrant will entitle the holder thereof to acquire one Common Share (each, a “Warrant Share”) at a price of $0.15 per Warrant Share for a period of 36 months from the Closing Date (as defined below). The Warrants will be created and issued pursuant to a warrant indenture (the “Warrant Indenture”) dated the date hereof between the Corporation and TSX Trust Company, in its capacity as warrant agent thereunder (the “Warrant Agent”).

The Corporation has agreed to grant an option (the “Agents’ Option”) to the Agents entitling the Agents to sell up to an additional 9,523,810 Units at the Issue Price, exercisable in whole or in part by the Lead Agent at any time up to 48 hours prior to the Closing Date. Unless the context otherwise requires, all references herein to “Units”, “Unit Shares”, “Warrants” and “Warrant Shares” shall include such securities issuable on the exercise of all or a portion of the Agents’ Option and all references herein to the “Offering” shall include the offering of the Units pursuant to the exercise of the Agents’ Option.

Subject to the terms and conditions of this Agreement, the Corporation appoints the Agents as the exclusive agents of the Corporation to offer the Units for sale and purchase on a commercially reasonable “best efforts” agency basis in connection with the Offering, and the Agents hereby agree to act as such agents. The Agents may offer the Units and may solicit offers to purchase the Units (i) in the Provinces of Alberta, British Columbia, Manitoba, Ontario and Saskatchewan (collectively, the “Canadian Selling Jurisdictions”) on a private placement basis pursuant to applicable exemptions from the prospectus requirements, (ii) to, or for the account or benefit of, Persons in the United States (as defined below) and U.S. Persons (as defined below) pursuant to the exemption from the registration requirements of the U.S. Securities Act (as defined below) provided by Rule 506(b) of Regulation D under the U.S. Securities Act and/or Section 4(a)(2) of

the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States and under OSC Rule 72-503 – Distributions Outside Canada (“OSC Rule 72-503”), and (iii) in such offshore jurisdictions as agreed upon by the Agents and the Corporation pursuant to relevant prospectus, registration or similar exemptions in accordance with Applicable Securities Laws (as defined below), including pursuant to OSC Rule 72-503. The Corporation acknowledges and agrees that the Agents may, but are not obligated to, purchase any of the Units as principal.

The Corporation agrees that the Agents shall be permitted to appoint, at their sole expense, other registered dealers, or other dealers duly qualified in their respective jurisdictions, as agents, in each case acceptable to the Corporation, to assist in the Offering in the Selling Jurisdictions (as defined below) and that the Agents may determine, and shall be solely responsible for, the remuneration payable by the Agents to such other dealers appointed; provided that such remuneration shall not in any way increase the aggregate Agents’ Fee (as defined below) payable to the Agents under this Agreement.

In consideration of the services rendered by the Agents in connection with the Offering, the Corporation shall pay to the Agents at the Closing Time (as defined herein), (i) a cash commission equal to 6.0% of the gross proceeds from the Offering other than gross proceeds from the sale of Units to Subscribers settling directly with the Corporation (provided the Agents’ Fee shall be reduced to 4.5% of the gross proceeds from the sale of Units to Subscribers (as defined below) on the President’s List (as defined below)) (the “Agents’ Fee”) and (ii) a cash advisory fee equal to 6.0% of the gross proceeds from the sale of Units to Subscribers settling directly with the Corporation (the “Advisory Fee”). As additional compensation for the services provided, the Corporation shall issue to the Agents at the Closing Time non-transferable broker warrants of the Corporation (the “Broker Warrants”), to acquire, in aggregate, that number of Common Shares (each, a “Broker Warrant Share”) as is equal to 6.0% of the total number of Units sold pursuant to the Offering other than Units sold to Subscribers settling directly with the Corporation. Each Broker Warrant shall be exercisable at the Issue Price for one Broker Warrant Share for a period of 36 months from the Closing Date.

Definitions

In this Agreement, unless otherwise expressly provided herein, the following terms have the following meanings:

(a) “Acquisition” means the acquisition by the Corporation of, among other things, all of the shares of Minera in accordance with the terms of the Definitive Agreements;

(b) “Adar” means Adar Mining Corp.;

(d) “affiliate”, “distribution”, “material change”, “material fact” and “misrepresentation” have the respective meanings given to them in the Securities Act (Ontario);

(e) “Agents” has the meaning given to such term on page 1 hereof;

(f) “Agents’ Fee” has the meaning given to such term on page 2 hereof;

(g) “Agents’ Option” has the meaning given to such term on page 1 hereof;

(h) “Agreement” means this agreement resulting from the acceptance by the Corporation of the offer made by the Agents hereby, including all schedules hereto, as amended or supplemented from time to time;

(i) “Annual Financial Statements” means the audited consolidated financial statements of the Corporation for the years ended December 31, 2024 and 2023, together with the notes thereto and the report of the Corporation’s Auditors thereon;

(j) “Annual Information Form” means the annual information form of the Corporation for the year ended December 31, 2024;

(k) “Applicable Law” means, in relation to any Person, agreement, property, transaction, event or other matter, all applicable laws, statutes, authorizations, ordinances, decrees, rules, regulations, by-laws, legally enforceable policies, codes or guidelines, judicial, arbitral, administrative, ministerial, departmental or regulatory judgements, orders, decisions, directives, rulings, subpoenas or awards, and the terms and conditions of any grant or maintenance of any approval, permission, certification, consent, registration, authority or licence of any Governmental Entity, binding upon or applicable to such Person, agreement, property, transaction, event or other matter, and any amendments or supplements to, or all replacements and substitutions of, any of the foregoing;

(l) “Applicable Securities Laws” means all applicable securities laws in each of the Selling Jurisdictions, the respective regulations made thereunder, together with applicable published fee schedules, prescribed forms, policy statements, multilateral and national instruments, orders, blanket rulings, notices and other regulatory instruments of the securities regulators of the Selling Jurisdictions;

(m) “Broker Warrant Certificates” means the certificates representing the Broker Warrants and containing the terms thereof;

(n) “Broker Warrant Shares” has the meaning given to such term on page 2 hereof;

(o) “Broker Warrants” has the meaning given to such term on page 2 hereof;

(p) “Business Day” means any day, other than a Saturday or Sunday, on which banking institutions in Toronto, Ontario are open for commercial banking business during normal banking hours;

(q) “Canadian Selling Jurisdictions” has the meaning given to such term on page 1 hereof;

(r) “Closing” means the completion of the Offering;

(s) “Closing Date” means May 14, 2025, or such other date on which the Closing shall occur as the Lead Agent, on behalf of the Agents, and the Corporation may agree upon in writing;

(t) “Closing Time” means 8:00 a.m. (Toronto time) or such other time on the Closing Date as the Lead Agent, on behalf of the Agents, and the Corporation may agree upon;

(u) “Common Shares” has the meaning given to such term on page 1 hereof;

(v) “Corporation” has the meaning given to such term on page 1 hereof;

(w) “Corporation’s Auditors” means Ernst & Young LLP;

(x) “Corporation’s Counsel” means Bennett Jones LLP;

(y) “Debt Instrument” means any note, loan, bond, debenture, indenture, promissory note or other instrument evidencing indebtedness (demand or otherwise) for borrowed money or other liability, to which the Corporation or any of its Subsidiaries is a party or by which any of their property or assets are bound;

(z) “Definitive Agreements” means, collectively, (i) the third amended and restated share purchase agreement dated April 29, 2025 between Adar and the Corporation, with respect to the acquisition by the Corporation of the Adar/Premier Purchase Agreement and certain indebtedness owing to Adar, (ii) the agreement of purchase and sale dated March 10, 2025 between Adar, Premier Silver Corp. and 1267104 B.C. Ltd. (the “Adar/Premier Purchase Agreement”), with respect to the acquisition by Adar of all of the shares of Minera, and (iii) the agreement re back in rights and joint venture agreement dated October 31, 2024 between Adar, the Corporation and M4G LLC, in each case, as amended;

(aa) “Due Diligence Session” has the meaning given to such term in Section 4(b) hereof;

(bb) “Due Diligence Session Responses” means written or oral responses of the Corporation, to be given by the appropriate director or officer or employee of the Corporation, at the Due Diligence Session;

(cc) “Employee Plans” has the meaning given to such term in Section 3(iii) hereof;

(dd) “Engagement Letter” means the engagement letter dated April 14, 2025 between the Corporation and the Lead Agent relating to the Offering, as amended on April 22, 2025 and April 23, 2025;

(ee) “Environmental Laws” means any Applicable Law relating to health, safety or the regulation, protection, cleanup or restoration of the environment or natural resources, including, without limitation, those relating to the distribution, processing, generation, treatment, control, storage, disposal, transportation, other handling or release or threatened release of Hazardous Materials or Conditions, and “Hazardous Materials or Conditions” means any material, substance (including, without limitation, pollutants, contaminants, hazardous or toxic substances or wastes) or condition that is regulated by or may give rise to liability under any Environmental Laws;

(ff) “Evolución Project” means the Corporation’s interest in the mineral property known as the Evolución Project, located on the border of northern Zacatecas and southern Durango in central Mexico, as described in the Public Record;

(gg) “Government Official” means any (i) official, officer, employee or representative of, or any Person acting in an official capacity for or on behalf of, any Governmental Entity, (ii) salaried political party official, elected member of political office or candidate for political office, or (iii) corporation, business, enterprise or other entity owned or controlled by any Person described in the foregoing clauses;

(hh) “Governmental Entity” means any (i) multinational, federal, provincial, state, municipal, local or other government, governmental or public department, court, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) any subdivision or authority of any of the foregoing, or (iii) any quasi-governmental, self-regulatory organization or private body exercising any regulatory, expropriation or taxing authority under or for the account of its members or any of the above (including the TSX-V);

(ii) “IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board;

(jj) “Indemnified Persons” has the meaning given to such term in Section 10 hereof;

(kk) “Indemnitor” has the meaning given to such term in Section 10 hereof;

(ll) “Issue Price” has the meaning given to such term on page 1 hereof;

(mm) “Kilgore Project” means the Corporation’s interest in the mineral property known as the “Kilgore Project” located in Clark County, Idaho, all as further described in the Public Record;

(nn) “Lead Agent” has the meaning given to such term on page 1 hereof;

(oo) “Leased Premises” means the premises which are material to the Corporation or any Subsidiary and which the Corporation or any Subsidiary occupies as a tenant;

(pp) “Lock-up Agreements” has the meaning given to such term in Section 4(q) hereof;

(qq) “Material Adverse Effect” means any effect, change, event or occurrence that is, or is reasonably likely to be, materially adverse to the results of operations, condition (financial or otherwise), assets, properties, liabilities (contingent or otherwise), cash flows, prospects, income or business operations of the Corporation and its Subsidiaries, taken as a whole;

(rr) “Material Agreement” means any contract, commitment, agreement (written or oral), instrument, lease or other document, including the Definitive Agreements, to which the Corporation or a Subsidiary is a party or otherwise bound and which is material to the Corporation and its Subsidiaries, taken as whole;

(ss) “Material Subsidiaries” means Otis Gold Corp. and Excellon Idaho Gold Inc.;
(tt) “Minera” means Minera CRC S.A.C.;
(uu) “Money Laundering Laws” has the meaning given to such term in Section 3(mmm) hereof;
(vv) “NI 43-101” means National Instrument 43-101 – Standards of Disclosure for Mineral Projects;
(ww) “NI 51-102” means National Instrument 51-102 – Continuous Disclosure Obligations;
(xx) “notice” has the meaning given to such term in Section 17 hereof;
(yy) “Offering” has the meaning given to such term on page 1 hereof;
(zz) “OSC Rule 72-503” has the meaning given to such term on page 2 hereof;
(aaa) “Permit” means any licence, permit, approval, consent, certificate, registration, filing or other authorization of or issued by any Governmental Entity under Applicable Laws, including Environmental Laws;
(bbb) “Person” includes any individual (whether acting as an executor, trustee administrator, legal representative or otherwise), corporation, firm, partnership, sole proprietorship, syndicate, joint venture, trustee, trust, unincorporated organization or association, and pronouns have a similar extended meaning;
(ccc) “Personnel” has the meaning given to such term in Section 10 hereof;
(ddd) “President’s List” means Eric Sprott and companies owned by Eric Sprott;
(eee) “Properties” means, collectively, all of the mineral properties held by the Corporation, directly or indirectly, including: (i) the Kilgore Project, (ii) the Evolución Project, and (iii) the Silver City Project;
(fff) “Public Record” means information contained in any press release, material change report, financial statement, annual information form, business acquisition report, proxy circular, prospectus, technical report or other document of the Corporation which, prior to the Closing Time, has been filed on SEDAR+;
(ggg) “Relevant Proportion” has the meaning given to such term in Section 11 hereof;
(hhh) “Securities Commissions” means the securities commissions or similar regulatory authorities in the Selling Jurisdictions;
(iii) “SEDAR+” means the System for Electronic Data Analysis and Retrieval +;
(jjj) “Selling Group” has the meaning given to such term in Section 2(b) hereof;

(kkk) “Selling Jurisdictions” means the Canadian Selling Jurisdictions, the United States and such other jurisdictions outside of Canada and the United States as the Agents and the Corporation may agree; provided that such sales are completed in such a manner so as not to require the filing of a prospectus, registration statement, offering memorandum or similar document and do not give rise to any disclosure obligations or submission to the jurisdiction in such jurisdictions on the part of the Corporation;

(Ill) “Silver City Project” means, collectively, the mineral properties comprised of the Bräunsdorf, Frauenstein, Mohorn and Oederan exploration licenses, located in Saxony, Germany, as described in the Public Record;

(mmm) “Subscriber” means, for the purposes of this Agreement, subscribers who purchase Units under the Offering;

(nnn) “Subscription Agreements” means, collectively, the subscription agreements in the forms agreed to by the Agents and the Corporation pursuant to which Subscribers agree to subscribe for and purchase Units as contemplated herein and shall include, for greater certainty, all schedules and exhibits thereto;

(ooo) “Subsidiaries” means, collectively, Otis Gold Corp., Excellon Idaho Gold Inc., Lateegra Gold Corp., Saxony Silver Corp., Saxony Silver Exploration – SSE GmbH, Excellon Holding Inc., Prestadora de Servicios Miguel Auza, S.A. de C.V., Excellon New Mining Projects, S.A. de C.V., Excellon Resources Investments (Barbados) Inc., Silver Eagle Mines Inc. and Servicios Mineros San Pedro, S.A. de C.V., being all of the Corporation’s direct or indirect subsidiaries, and “Subsidiary” means any one of them;

(ppp) “Taxes” has the meaning given to such term in Section 3(z);

(qqq) “Technical Report” means the NI 43-101 Technical Report entitled “Independent Technical Report and Preliminary Economic Assessment, Kilgore Project, Clark County, Idaho, USA”, with an effective date of July 30, 2019 and issued August 26, 2019, prepared by Terre A. Lane, MMSA Qualified Professional, SME RM, and Jeffrey Todd Harvey, PhD, SME RM, of Global Resource Engineering, Ltd., Jennifer J. Brown, PG, SME RM, of Hard Rock Consulting, LLC, and David Rowe, CPG, of Rowearth LLC, and filed by or on behalf of the Corporation with the Securities Commissions via SEDAR+ in Canada;

(rrr) “Transaction Documents” means, collectively, this Agreement, the Warrant Indenture, the Broker Warrant Certificates and the Subscription Agreements;

(sss) “TSX-V” means the TSX Venture Exchange;

(ttt) “U.S. Affiliate” means the United States registered broker-dealer affiliate of an Agent;

(uuu) “U.S. Person” means a “U.S. person” as that term is defined in Rule 902(k) of Regulation S under the U.S. Securities Act;

(vvv) “U.S. Securities Act” means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder;

(www) “Unit Share” has the meaning given to such term on page 1 hereof;

(xxx) “United States” means the United States of America, its territories and possessions, any state of the United States and the District of Columbia;

(yyy) “Units” has the meaning given to such term on page 1 hereof;

(zzz) “Warrant” has the meaning given to such term on page 1 hereof;

(aaaa) “Warrant Agent” has the meaning given to such term on page 1 hereof;

(bbbb) “Warrant Indenture” has the meaning given to such term on page 1 hereof; and

(cccc) “Warrant Share” has the meaning given to such term on page 1 hereof.

Restrictions on Sale

The Agents hereby represent, warrant, covenant and agree with the Corporation, and acknowledge that the Corporation is relying upon such representations, warranties and covenants, that:

(a) in respect of the offer and sale of the Units, they will conduct their activities in connection with the Offering in compliance with all Applicable Securities Laws and the provisions of this Agreement; and

(b) they are, and will be at the Closing Time, duly registered pursuant to the provisions of the Applicable Securities Laws in the Canadian Selling Jurisdictions, and are duly registered or licensed as investment dealers in those jurisdictions in which they are required to be so registered in order to perform the services contemplated by this Agreement, or where not so registered or licensed, the Agents will act only through members of a selling group who are so registered or licensed (the “Selling Group”).

The parties to this Agreement acknowledge that the Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any securities laws of any state of the United States and the Units, the Unit Shares, the Warrants and Warrant Shares may not be offered or sold to, or for the account or benefit of, persons in the United States or U.S. Persons except in transactions that are exempt from the registration requirements of the U.S. Securities Act and applicable securities laws of any state of the United States. Accordingly, the Corporation and the Agents hereby agree that offers and sales of the Units to, or for the account or benefit of, persons in the United States and U.S. Persons shall be conducted only in the manner specified in Schedule “A”, which terms and conditions are hereby incorporated by reference in and shall form a part of this Agreement.

The Corporation undertakes to file, or cause to be filed, all forms or undertakings required to be filed by the Corporation in connection with the issue and sale of the Units (including a Form 45-106F1 and Form 72-503F with the applicable Securities Commissions in Canada) so that the distribution of the Units to the Subscribers may lawfully occur without the necessity of filing a

prospectus, registration statement or other offering document in the Canadian Selling Jurisdictions. All prescribed fees payable in connection with such filings shall be at the expense of the Corporation. The Agents undertake to use commercially reasonable efforts to cause Subscribers to complete and deliver to the Corporation any forms required by Applicable Securities Laws and the TSX-V in connection with the Offering.

Neither the Corporation nor the Agents shall: (a) provide or shall have provided to prospective Subscribers any document or other material or information that would constitute an offering memorandum within the meaning of Applicable Securities Laws; or (b) engage or shall have engaged in any form of general solicitation or general advertising in connection with the offer and sale of the Units, including causing the sale of the Units to be advertised in any newspaper, magazine, printed public media, printed media or similar medium of general and regular paid circulation, broadcast over radio, television or telecommunications, including electronic display, or conduct any seminar or meeting relating to the offer and sale of the Units whose attendees have been invited by general solicitation or advertising.

Neither the Corporation nor the Agents shall solicit subscriptions for Units, trade in Units or otherwise do any act in furtherance of a trade of Units outside of the Selling Jurisdictions, provided that the Corporation and the Agents may so solicit, trade or act within such jurisdictions only if such solicitation, trade or act is in compliance with Applicable Securities Laws in such jurisdiction and does not (a) obligate the Corporation to file a prospectus, registration statement or similar document in such jurisdiction; or (b) subject the Corporation to any ongoing or continuous disclosure reporting obligation in such jurisdiction.

3. Representations and Warranties of the Corporation

The Corporation represents and warrants to the Agents and the Subscribers, and acknowledges that the Agents and the Subscribers are relying upon such representations and warranties that:

General Matters

(a) Good Standing of the Corporation. The Corporation (i) has been duly incorporated, is validly existing and is in good standing under the Business Corporations Act (Ontario) and is up to date in all material corporate filings, (ii) has all requisite corporate power and capacity to carry on its business as now conducted and to own, lease and operate its properties and assets, and (iii) has all requisite corporate power and capacity to create, issue and sell, as applicable, the Units, the Unit Shares, the Warrants and the Warrant Shares and to enter into and carry out its obligations under each of the Transaction Documents and the Definitive Agreements;

(b) Subsidiaries. The Corporation does not have any subsidiaries within the meaning of the Business Corporations Act (Ontario) other than the Subsidiaries. The Material Subsidiaries are the only Subsidiaries which are material to the Corporation and each of the Material Subsidiaries is duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite corporate power and capacity to own, lease and operate, as applicable, its properties and assets and conduct its business as currently conducted. The Corporation directly or indirectly holds that percentage of the issued and outstanding shares or other equity interests of each of the Subsidiaries as described

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in the Annual Information Form, and all such shares or equity interests are beneficially owned by the Corporation, directly or indirectly, free and clear of all mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands of any kind whatsoever except as described in the Public Record. All of such outstanding shares or equity interests of the Subsidiaries have been duly authorized and validly issued and are outstanding as fully paid and non-assessable shares or equity interests (or the equivalent legal concept in another jurisdiction) and no Person has any right, agreement or option for the purchase from the Corporation of any interest in any of such shares or equity interests or for the issue or allotment of any unissued shares or other equity interests in the capital of the Subsidiaries, or any other security convertible into or exchangeable for any such shares or equity interests;

(c) No Proceedings for Dissolution. No acts or proceedings have been taken, instituted or, to the knowledge of the Corporation, are pending or threatened for the dissolution, liquidation or winding up of the Corporation or any of the Material Subsidiaries;

(d) Compliance with Law. Each of the Corporation and the Subsidiaries is conducting its business in compliance in all material respects with all Applicable Laws of each jurisdiction in which its business is carried on and is licensed, registered or qualified in all jurisdictions in which it owns, leases or operates its properties or assets or carries on business to enable its business to be carried on as now conducted and as proposed to be conducted and its properties and assets to be owned, leased and operated and all such licences, registrations and qualifications are valid, subsisting and in good standing and it has not received a notice of non-compliance, nor knows of, nor has reasonable grounds to know of, any facts that would give rise to a notice of non-compliance with any such Applicable Laws, licenses, registrations or qualifications, except, in each case, as would not reasonably be expected to have a Material Adverse Effect;

(e) Valid and Binding Documents. Each of the execution and delivery by the Corporation of each of the Transaction Documents and the performance by the Corporation of the transactions contemplated hereby and thereby have been authorized by all necessary corporate action of the Corporation and upon the execution and delivery thereof shall constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms, provided that enforcement thereof may be limited by bankruptcy, insolvency and other laws affecting creditors' rights generally, that specific performance and other equitable remedies may only be granted in the discretion of a court of competent jurisdiction, that the provisions relating to indemnity, contribution and waiver of contribution may be unenforceable and that enforceability is subject to the provisions of the Limitations Act, 2002 (Ontario);

(f) Consents and Approvals. All consents, approvals, permits, authorizations or filings as may be required under Applicable Securities Laws necessary for: (i) the execution and delivery of the Transaction Documents, (ii) the creation, issuance, sale and delivery, as applicable, of the Units, the Unit Shares, the Warrants and the Warrant Shares, and (iii) the consummation of the transactions contemplated by the

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Transaction Documents, have been made or obtained, as applicable, other than post-Closing filings required to be submitted within the applicable time frame pursuant to Applicable Securities Laws;

(g) Absence of Breach or Default. The execution and delivery of the Transaction Documents by the Corporation, the performance by the Corporation of its obligations hereunder (including the creation, issue and sale of the Units, the Unit Shares, the Warrants and the Warrant Shares) and thereunder and the consummation of the transactions contemplated hereby and thereby do not and will not conflict with or result in a breach or violation of any of the terms of or provisions of, or constitute a default under (whether after notice or lapse of time or both): (i) any Applicable Law, (ii) the constating documents or resolutions of the Corporation which are in effect at the date of hereof, (iii) any Debt Instrument or Material Agreement, or (iv) any judgment, decree or order binding on the Corporation, the Material Subsidiaries or the properties or assets thereof, except in the case of (iii) or (iv) where such breach, violation or default would not reasonably be expected to result in a Material Adverse Effect;

(h) Corporate Actions. All necessary corporate action has been taken by the Corporation so as to (i) validly authorize the issuance of and issue the Unit Shares as fully paid and non-assessable Common Shares on Closing, (ii) validly create the Warrants and authorize the issuance of and issue the Warrants on Closing, (iii) validly allot the Warrant Shares and authorize the issuance of the Warrant Shares as fully paid and non-assessable Common Shares upon the due exercise of the Warrants in accordance with the terms of the Warrant Indenture, (iv) validly create the Broker Warrants and authorize the issuance of and issue the Broker Warrants on Closing, and (v) validly allot the Broker Warrant Shares and authorize the issuance of the Broker Warrant Shares as fully paid and non-assessable Common Shares upon the due exercise of the Broker Warrants in accordance with the terms of the Broker Warrant Certificates;

(i) Share Capital of the Corporation. The authorized capital of the Corporation consists of an unlimited number of Common Shares of which, as of the close of business on May 13, 2025, 144,707,078 Common Shares were outstanding as fully paid and non-assessable shares in the capital of the Corporation;

(j) Changes in Law. The Corporation has no knowledge of any legislation, or proposed legislation published and publicly disseminated by a legislative body, which would materially and adversely affect the business, affairs, operations, assets, liabilities (contingent or otherwise) or prospects of the Corporation if such legislation or proposed legislation would be enacted, in the form published and publicly disseminated, as of the date thereof;

(k) Common Shares are Listed. The issued and outstanding Common Shares are listed and posted for trading on the TSX-V and no order ceasing or suspending trading in the Common Shares or any other securities of the Corporation or prohibiting the sale or issuance of securities of the Corporation or the trading of any of the Corporation's issued securities has been issued and, to the knowledge of the Corporation, no proceedings for such purpose have been threatened or are pending;

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(l) Stock Exchange Compliance. The Corporation has not taken any action which would be reasonably expected to result in the delisting or suspension of the Common Shares on or from the TSX-V and the Corporation has been and is in compliance in all material respects with the rules and policies of the TSX-V. The Unit Shares, the Warrant Shares and the Broker Warrant Shares have been conditionally approved for listing and trading on the TSX-V, subject only to customary post-Closing filings set out in the conditional acceptance letter of the TSX-V for the Offering;

(m) Absence of Rights. Other than with respect to 17,343,842 warrants, 6,339,500 stock options, 1,271,000 restricted share units, 6,587,931 deferred share units and convertible debentures in the aggregate principal amount of $7,374,000 outstanding as of the date hereof, no Person now has any agreement or option or right or privilege (whether at law, pre-emptive or contractual) capable of becoming an agreement for the purchase, subscription or issuance of, or conversion into, any unissued shares, securities, warrants or convertible obligations of any nature of the Corporation and the Units, the Unit Shares, the Warrants and the Warrant Shares, upon issuance, will not be issued in violation of or subject to any pre-emptive rights, participation rights or other contractual rights to purchase securities issued by the Corporation;

(n) No Material Changes. Since December 31, 2024, except as disclosed in the Public Record:

(i) there has not been any material change in the assets, liabilities, obligations (absolute, accrued, contingent or otherwise), business, condition (financial or otherwise) or results of operations of the Corporation;

(ii) there has not been any material change in the capital stock or long-term debt of the Corporation; and

(iii) the Corporation and each Subsidiary, as applicable, has carried on its business in the ordinary course in all material respects;

(o) Financial Statements. The Annual Financial Statements contain no misrepresentations, present fairly the financial position and condition of the Corporation (on a consolidated basis) as at the dates thereof and for the periods indicated, and reflect all assets, liabilities or obligations (absolute, accrued, contingent or otherwise) of the Corporation (on a consolidated basis) and the results of their operations and the changes in their financial position for the periods then ended and contain and reflect adequate provisions or allowance for all reasonably anticipated liabilities, expenses and losses of the Corporation (on a consolidated basis) and have been prepared in accordance with IFRS, applied on a consistent basis throughout the periods involved;

(p) No Off-Balance Sheet Arrangements. There are no off-balance sheet transactions, arrangements, obligations (including contingent obligations) or liabilities of the Corporation or the Subsidiaries with unconsolidated entities or other Persons that would reasonably be expected to result in a Material Adverse Effect;

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(q) Internal Accounting Controls. The Corporation and each Subsidiary maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with International Financial Reporting Standards and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences, and that ensure that any officers of the Corporation that make representations in certificates that are included in the Public Record pursuant to National Instrument 52-109 – Certification of Disclosure in Issuers' Annual and Interim Filings of the Canadian Securities Administrators are provided with sufficient knowledge to support the representations in such certificates;

(r) Accounting Policies. There has been no material change in accounting policies or practices of the Corporation or the Subsidiaries since December 31, 2024;

(s) No Actions or Proceedings. Except as disclosed in the Public Record, there are no actions, proceedings or investigations (whether or not purportedly by or on behalf of the Corporation or a Subsidiary) currently outstanding, or, to the knowledge of the Corporation, threatened or pending, against or affecting the Corporation or any of the Subsidiaries or any of their directors or officers at law or in equity (whether in any court, arbitration or similar tribunal) or before or by any Governmental Entity that would reasonably be expected to result in a Material Adverse Effect, and, to the knowledge of the Corporation, there is no basis therefor. There are no judgments, orders or awards against the Corporation or any of the Subsidiaries which are unsatisfied, nor are there any consent decrees or injunctions to which the Corporation, the Subsidiaries or their properties or assets are subject;

(t) Reporting Issuer Status. The Corporation is a "reporting issuer" under the Applicable Securities Laws of each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador, and is not included in a list of defaulting reporting issuers maintained by the Securities Commissions in each of such Provinces, and in particular, without limiting the foregoing, the Corporation has complied in all material respects with its obligations to make timely disclosure of all material changes and material facts relating to it and there is no material change or material fact relating to the Corporation which has occurred and with respect to which the requisite news release has not been disseminated or material change report, as applicable, has not been filed with the Securities Commissions in each of such provinces;

(u) Continuous Disclosure. The Corporation is in compliance in all material respects with its continuous disclosure obligations under the Applicable Securities Laws of each jurisdiction where the Corporation is a "reporting issuer". Each of the disclosure documents comprising the Public Record filed by the Corporation since December 31, 2022, as of the date thereof, was in compliance in all material respects with the Applicable Securities Laws of each jurisdiction where the

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Corporation is a “reporting issuer” and did not contain any misrepresentation. There has not occurred an adverse material change and no material fact has arisen, financial or otherwise, in the assets, properties, affairs, prospects, liabilities, obligations (contingent or otherwise), business, condition (financial or otherwise), results of operations or capital of the Corporation or any Subsidiary which has not been publicly disclosed. The Corporation has not filed any confidential material change reports which remain confidential as at the date hereof;

(v) Independent Auditors. The Corporation’s Auditors are independent public accountants as required by the Applicable Securities Laws of each jurisdiction where the Corporation is a “reporting issuer” and there has not been any “reportable event” (within the meaning of NI 51-102) with respect to the present or any former auditor of the Corporation;

(w) Freedom to Compete. Except as disclosed in the Public Record, neither the Corporation nor any Subsidiary is party to or bound or affected by any commitment, agreement or document containing any covenant which expressly limits in any material respect the freedom of the Corporation or a Subsidiary to compete in any line of business, transfer or move any of its assets or operations or which materially or adversely affects the business practices, operations or condition of the Corporation or a Subsidiary;

(x) Entitlement to Proceeds. Other than the Corporation and the Subsidiaries or as otherwise contemplated herein or in respect of certain finder’s fees payable in connection with the Offering, there is no Person that is or will be entitled to the proceeds of the Offering, including under the terms of any Debt Instrument, Material Agreement or other agreement, instrument or document (written or unwritten);

(y) No Voting Control. Except as disclosed in the Public Record, the Corporation is not a party to, nor is the Corporation aware of, any shareholders’ agreements, pooling agreements, voting agreements or voting trusts or other similar agreements with respect to the ownership or voting of any of the securities of the Corporation or any Subsidiary or with respect to the nomination or appointment of any directors or officers of the Corporation or any Subsidiary, or pursuant to which any Person may have any right or claim in connection with any existing or past equity interest in the Corporation or any Subsidiary. The Corporation has not adopted a shareholders’ rights plan or any similar plan or agreement;

(z) Taxes. All taxes (including income tax, capital tax, payroll taxes, employer health tax, workers’ compensation payments, property taxes, custom and land transfer taxes), duties, royalties, levies, imposts, assessments, deductions, charges or withholdings and all liabilities with respect thereto including any penalty and interest payable with respect thereto, other than those being contested in good faith, (collectively, “Taxes”) due and payable by the Corporation and each Subsidiary have been paid in all material respects in compliance with Applicable Law. All tax returns, declarations, remittances and filings required to be filed by the Corporation and the Subsidiaries and that are due have been filed with all appropriate Governmental Entities and all such returns, declarations, remittances and filings

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did not contain any misrepresentations as at the respective dates thereof. To the knowledge of the Corporation, no examination of any tax return of the Corporation or the Subsidiaries is currently in progress and there are no issues or disputes outstanding with any applicable Governmental Entities respecting any Taxes that have been paid, or may be payable, by the Corporation or the Subsidiaries;

(aa) Material Agreements and Debt Instruments. All of the Material Agreements and Debt Instruments of the Corporation and each of the Subsidiaries have been disclosed in the Public Record and each is valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. Each of the Corporation and the Subsidiaries has performed all material obligations (including payment obligations) in a timely manner under and is in compliance in all material respects with all terms and conditions contained in each Material Agreement and Debt Instrument. The Corporation and each of the Subsidiaries is not in violation, breach or default in any material respect nor has it received any notification from any party claiming that the Corporation or any of the Subsidiaries are in violation, breach or default in any material respect under any Material Agreement or Debt Instrument and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under any Material Agreement or Debt Instrument. No event has occurred which with notice or lapse of time or both would constitute such a default by the Corporation or a Subsidiary or, to the Corporation's knowledge, any other party under any Material Agreement or Debt Instrument, except where such default or event would not reasonably be expected to result in a Material Adverse Effect. The Corporation does not expect any Material Agreements to which the Corporation or any Subsidiary is a party or otherwise bound or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Corporation or such Subsidiary, as applicable, other than in the ordinary course of business. The carrying out of the business of the Corporation and the Subsidiaries as currently conducted and as proposed to be conducted does not result in a material violation or breach of or default under any Material Agreement or Debt Instrument;

(bb) Transfer Agent. TSX Trust Company, at its principal office in Toronto, Ontario, has been duly appointed as the registrar and transfer agent in respect of the Common Shares;

(cc) Warrant Agent. The Warrant Agent, at its principal office in Toronto, Ontario, has been duly appointed as the warrant agent in respect of the Warrants;

(dd) Related Parties. Except as disclosed in the Public Record, none of the directors or officers of the Corporation or any Subsidiary, any known holder of more than 10% of any class of shares of the Corporation, or any known associate or affiliate of any of the foregoing Persons, has had any material interest, direct or indirect, in any previous transaction within the previous two years or any proposed transaction with the Corporation which, as the case may be, materially affected, is material to or will materially affect the Corporation;

(ee) Fees and Commissions. Other than the Agents (or any members of the Selling Group) pursuant to this Agreement or as otherwise disclosed to the Agents, there is

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no Person acting or purporting to act at the request of the Corporation who is entitled to any brokerage, finder, agency or other fiscal advisory or similar fee in connection with the Offering or transactions contemplated herein;

(ff) No Loans or Non-Arm's Length Transactions. Neither the Corporation nor any Subsidiary has any material loans or other indebtedness outstanding which has been made to any of its shareholders, officers, directors or employees, past or present, or any Person not dealing at arm's length with the Corporation or any Subsidiary;

(gg) Insurance. Other than directors and officers liability insurance, the assets of the Corporation and each Material Subsidiary and their respective businesses and operations are not insured against loss or damage. The directors and officers liability insurance coverage is in full force and effect, and neither the Corporation nor any Subsidiary has failed to promptly give any notice or present any material claim thereunder;

(hh) Leased Premises. With respect to each of the Leased Premises, the Corporation and/or each applicable Subsidiary occupies the Leased Premises and has the exclusive right to occupy and use the Leased Premises, subject to the terms of the respective leases, and each of the leases pursuant to which the Corporation or any Subsidiary occupies the Leased Premises is in good standing and in full force and effect. The performance of obligations pursuant to and in compliance with the terms of this Agreement, and the completion of the transactions described herein by the Corporation, will not afford any of the parties to such leases or any other Person the right to terminate any such lease or result in any additional or more onerous obligations under such leases;

(ii) Full Disclosure. All information relating to the Corporation and the Subsidiaries and their businesses, properties and liabilities and provided to the Agents, including all financial, marketing, sales and operational information provided to the Agents, is, as of the date of such information, true and correct in all material respects and no fact or facts have been omitted therefrom which would make such information misleading. The Corporation has not withheld from the Agents any material facts relating to the Corporation or the Offering;

(jj) No Suspension. No Securities Commission, stock exchange or comparable Governmental Entity has issued any order preventing the distribution of the Units, the Unit Shares or the Warrants, nor instituted proceedings for that purpose and, to the knowledge of the Corporation, no such proceedings are pending or contemplated;

(kk) Form of Certificate. The form and terms of the certificate for the Common Shares, the Warrants and the Broker Warrant Certificates have been approved and adopted by the board of directors of the Corporation, and comply with the provisions of the constating documents of the Corporation, the Business Corporations Act (Ontario) and the rules and policies of the TSX-V;

(ll) Forward-Looking Information. With respect to forward-looking information contained in the Public Record, the Corporation had a reasonable basis for the

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forward-looking information at the time the disclosure was made, subject to any qualifications contained therein, and the Corporation has updated such forward-looking information as required by and in compliance with Applicable Securities Laws;

(mm) Directors and Officers. To the knowledge of the Corporation, except as disclosed in the Public Record, none of the directors or officers of the Corporation (i) are now, or have ever been, subject to an order or ruling of any securities regulatory authority or stock exchange prohibiting such individual from acting as a director or officer of a public corporation or of a corporation listed on a particular stock exchange, or (ii) in the last 10 years have been subject to an order preventing, ceasing or suspending trading in any securities of the Corporation or other public corporation;

(nn) Minute Books and Records. The minute books and corporate records of the Corporation and the Material Subsidiaries which the Corporation has made available to the Agents and their counsel in connection with their due diligence investigation of the Corporation for the period requested to the date of examination thereof are all of the minute books and material corporate records of the Corporation and the Material Subsidiaries for such period and contain copies of all constating documents, including all amendments thereto, and all material proceedings of securityholders and directors (and committees thereof) and are complete in all material respects;

(oo) Previous Corporate Transactions. Except as would not reasonably be expected to have a Material Adverse Effect, all previous corporate transactions completed by the Corporation or any of the Subsidiaries, including the acquisition of the securities, business or assets of any other Person, the acquisition of options to acquire the securities, business or assets of any other Person, and the issuance of securities, were completed in compliance with all applicable corporate and securities laws and all related transaction agreements and all necessary corporate, regulatory and third party approvals, consents, authorizations, registrations, and filings required in connection therewith were obtained or made, as applicable, and complied with. The Corporation's due diligence review at the time of such previous corporate transactions being completed, including financial, legal and title due diligence and background reviews, as may have been determined appropriate by management to the Corporation, did not result in the discovery of any fact or circumstance which may reasonably be expected to have a Material Adverse Effect;

(pp) Purchases and Sales. Since December 31, 2024, other than as disclosed in the Public Record or in connection with the Acquisition, neither the Corporation nor any Subsidiary has approved, entered into any agreement in respect of or has any knowledge of:

(i) the purchase of any material property or any interest therein, or the sale, transfer or other disposition of any material property or any interest therein currently owned, directly or indirectly, by the Corporation or any Subsidiary whether by asset sale, transfer of shares or otherwise;

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(ii) the change of control (by sale or transfer of voting or equity securities or sale of all or substantially all of the assets of the Corporation or any Subsidiary or otherwise) of the Corporation or any Subsidiary; or

(iii) a proposed or planned disposition of any shareholder who owns, directly or indirectly, 10% or more of the outstanding Common Shares or of the outstanding shares of any Subsidiary;

(qq) Definitive Agreements. The Definitive Agreements have been accurately disclosed in the Public Record and are valid, subsisting, in good standing and in full force and effect, enforceable in accordance with the terms thereof. The Corporation is not in violation, breach or default nor has it received any notification from any party claiming that the Corporation is in violation, breach or default under the Definitive Agreements and no other party, to the knowledge of the Corporation, is in breach, violation or default of any term under the Definitive Agreements. To the knowledge of the Corporation, no event, condition or occurrence exists which after notice or lapse of time (or both) would reasonably be expected to constitute a breach or default by any party to the Definitive Agreements. The Corporation does not expect the Definitive Agreements or the relationship with the counterparties thereto to be terminated or adversely modified, amended or varied or adversely enforced against the Corporation or a Subsidiary, as applicable. The Corporation is not aware of any facts or circumstances that would cause it to believe that the Acquisition will not close, substantially in accordance with the terms of the Definitive Agreements. The representations and warranties of the Corporation in the Definitive Agreements, true copies of which have been provided to the Agents, are true and correct in all material respects, subject to any qualifications set out therein, as of the date thereof, and, to the knowledge of the Corporation, the representations and warranties of the other parties to the Definitive Agreements are true and correct in all material respects, subject to any qualifications set out therein, as of the date thereof. The Corporation has complied and is in compliance in all material respects with the requirements of the Definitive Agreements;

(rr) Dividends. There is not, in the constating documents of the Corporation or a Subsidiary or in any Debt Instrument, Material Agreement or other instrument or document to which the Corporation or a Subsidiary is a party, any restriction upon or impediment to the declaration of dividends by the directors of the Corporation or a Subsidiary, as applicable, or the payment of dividends by the Corporation or a Subsidiary to its respective shareholders;

Mining Matters

(ss) Properties and Assets. Other than as disclosed in the Public Record, the Corporation or a Subsidiary is the registered or beneficial owner of the interests in the Properties as described in the Public Record and the Corporation or a Subsidiary holds either freehold title, leases, concessions, claims, licenses, options, permits, contractual rights or participating interests or other conventional property or proprietary interests or rights recognized in the jurisdiction in which a particular property is located in respect of the mineral rights located in the Properties under valid, subsisting and enforceable title documents or other recognized and

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enforceable agreements or instruments, sufficient to permit the Corporation or a Subsidiary to explore for mineral deposits, develop mining facilities and extract mineral resources relating thereto, as applicable, free and clear of any material mortgages, liens, charges, pledges, security interests, encumbrances, claims or demands whatsoever other than as disclosed in the Public Record and no material commission, royalty, licence fee or similar payment to any Person with respect to the Properties are payable other than as disclosed in the Public Record and no other material property rights (including surface or access rights) are necessary for the conduct of the business of the Corporation as currently conducted, other than as disclosed in the Public Record. The Corporation knows of no claim or basis for any claim that could materially adversely affect the right of the Corporation or the Subsidiaries to use, transfer, access or otherwise exploit such property rights;

(tt) Option Agreements. Neither the Corporation nor any of the Subsidiaries are parties to any option agreements concerning mining interests;

(uu) Possession of Permits and Authorizations. The Corporation or a Material Subsidiary holds Permits recognized in the jurisdiction in which the Kilgore Project is located under valid, subsisting and enforceable title documents or other recognized and enforceable agreements, instruments or documents, sufficient to permit the Corporation or a Material Subsidiary to access the Kilgore Project and conduct its business as described in the Public Record. The Corporation and the Material Subsidiaries are in compliance with the terms and conditions of all such Permits except where such non-compliance would not reasonably be expected to have a Material Adverse Effect. All such Permits in which the Corporation or a Material Subsidiary has any interests or right have been, to the knowledge of the Corporation, validly registered in accordance with all Applicable Laws, and are subsisting in good standing and in full force and effect and the Corporation and the Material Subsidiaries have not received any notice of proceedings relating to the revocation or modification of any such Permits or any notice advising of the refusal to grant or as to the adverse modification of any Permit that has been applied for or is in process of being granted and the Corporation and the Material Subsidiaries anticipate receiving any such Permit that has been applied for or is in the process of being granted in the ordinary course of business;

(vv) Surface Rights and Access Rights. The Corporation or a Subsidiary has all necessary surface rights and access rights relating to the Properties granting the Corporation the right and ability to access the property and conduct its business as are appropriate in view of their respective rights and interests therein, with only such exceptions as do not materially interfere with the access and use by the Corporation or a Subsidiary of the rights or interests so held and each of the proprietary interests or rights and each of the agreements, instruments and documents and obligations relating thereto are currently in good standing in the name of the Corporation or a Subsidiary;

(ww) Valid Title Documents. Any and all of the agreements and other documents and instruments pursuant to which the Corporation and the Subsidiaries hold the Properties are valid and subsisting agreements, documents or instruments in full force and effect, enforceable in accordance with the terms thereof, and the

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Corporation and the Subsidiaries are not in default of any of the material provisions of any such agreements, documents or instruments, nor, to the knowledge of the Corporation, has any such default been alleged, except in each case as would not reasonably be expected to have a Material Adverse Effect. Except as disclosed in the Public Record, the Properties and assets of the Corporation or the Subsidiaries are not subject to any right of first refusal or purchase or acquisition rights of a third party;

(xx) No Expropriation. No part of the Properties, mining rights or Permits of the Corporation or any Subsidiary have been taken, revoked, condemned or expropriated by any Governmental Entity nor has any written notice or proceedings in respect thereof been given or commenced, or, to the knowledge of the Corporation, been threatened or is pending, nor does the Corporation or any Subsidiary have any knowledge of the intent or proposal to give such notice or commence any such proceedings;

(yy) No Indigenous Claims. Other than as disclosed in the Public Record, there are no material claims or actions with respect to indigenous rights currently outstanding, or, to the knowledge of the Corporation, threatened or pending, with respect to the Properties. Other than as disclosed in the Public Record, no land entitlement claims have been asserted and no legal actions relating to indigenous issues have been instituted with respect to the Properties, and no dispute in respect of the Properties with any local or indigenous group exists or, to the knowledge of the Corporation, is threatened or imminent;

(zz) NI 43-101. The Corporation is in compliance in all material respects with the provisions of NI 43-101 and has filed all technical reports in respect of its properties (and properties in respect of which it has a right to earn an interest) required thereby. The Technical Report remains current as at the date hereof within the meaning of NI 43-101. The Technical Report complied in all material respects with the requirements of NI 43-101 at the time of filing thereof and there is no new scientific or technical information concerning the Kilgore Project since the date thereof that would require a new technical report in respect of the Kilgore Project to be issued under NI 43-101. The Corporation and the Subsidiaries made available to the authors of the Technical Report, prior to the issuance thereof, for the purpose of preparing such report, all information requested by them and none of such information contained any misrepresentation at the time such information was provided. The information set forth in the Public Record relating to scientific and technical information, including any estimates of the mineral resources of the Properties, has been prepared in accordance with NI 43-101 and in compliance in all material respects with the other Applicable Securities Laws of the Canadian Selling Jurisdictions;

Environmental Matters

(aaa) The Corporation and each Subsidiary is in compliance in all material respects with all Environmental Laws and, to the knowledge of the Corporation, all operations on the properties of the Corporation and the Subsidiaries, carried on by or on behalf

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of the Corporation and the Subsidiaries, have been conducted in all material respects in accordance with good exploration, mining and engineering practices;

(bbb) The Corporation has obtained all Permits under applicable Environmental Laws necessary as at the date hereof for the operation of the business carried on by the Corporation or a Material Subsidiary, and each such Permit is valid, subsisting and in good standing in all material respects and none of the Corporation nor any Material Subsidiary is in default or breach of any such Permit in any material respect and no proceeding is outstanding or, to the knowledge of the Corporation, has been threatened or is pending to revoke or limit any such Permit except where such default, breach or proceeding would not reasonably be expected to result in a Material Adverse Effect;

(ccc) Neither the Corporation nor any of the Subsidiaries has used, except in compliance in all material respects with all Environmental Laws and Permits, any properties or facilities which it owns or leases or previously owned or leased, to generate, manufacture, process, distribute, use, treat, store, dispose of, transport or handle any hazardous substance;

(ddd) Neither the Corporation nor the Subsidiaries, nor, to the knowledge of the Corporation, any predecessor companies thereof, have received any notice of, or been prosecuted for an offence alleging, non-compliance in any material respect with any Environmental Laws, and neither the Corporation nor the Subsidiaries have settled any allegation of non-compliance short of prosecution. There are no orders or directions relating to environmental matters requiring any material work, repairs, construction or capital expenditures to be made with respect to any of the assets of the Corporation and the Subsidiaries and the Corporation and the Subsidiaries have not received notice of any of the same;

(eee) There are no past unresolved claims, complaints, notices or requests for information received by the Corporation or any Subsidiary with respect to any alleged material violation of any Environmental Laws, and, to the knowledge of the Corporation, none that are threatened or pending. No conditions exist at, on or under any properties now or previously owned, operated, optioned or leased by the Corporation or any Subsidiary which, with the passage of time, or the giving of notice or both, would give rise to liability under any Environmental Law that, individually or in the aggregate, has or would reasonably be expected to have a Material Adverse Effect;

(fff) Except as ordinarily or customarily required by applicable Permits, neither the Corporation nor the Subsidiaries have received any notice wherein it is alleged or stated that it is potentially responsible for a federal, provincial, state, municipal or local cleanup site or corrective action under any Applicable Law, including any Environmental Laws. Neither the Corporation nor any Subsidiary has received any request for information in connection with any federal, state, provincial, municipal or local inquiries as to disposal sites;

(ggg) To the knowledge of the Corporation, there are no environmental audits, evaluations, assessments, studies or tests relating to the Corporation or any

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Subsidiary or any properties or assets owned or leased by them, except for ongoing assessments conducted by or on behalf of the Corporation and the Subsidiaries in the ordinary course of business;

Employment Matters

(hhh) Employment Laws. The Corporation and each Subsidiary is in material compliance with all federal, national, regional, state, provincial and local laws and regulations respecting employment and employment practices, terms and conditions of employment, workers’ compensation, occupational health and safety and pay equity and wages. The Corporation and the Subsidiaries are not subject to any claims, complaints, outstanding decisions, orders or settlements or pending claims, complaints, decisions, orders or settlements under any human rights legislation, employment standards legislation, workers’ compensation legislation, occupational health and safety legislation or similar legislation nor, to the knowledge of the Corporation, has any event occurred which may give rise to any of the foregoing;

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

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

(kkk) Labour Matters. There is not currently any labour disruption, dispute, slowdown, stoppage, complaint or grievance outstanding, or, to the knowledge of the Corporation, threatened or pending, against the Corporation or any Subsidiary which is adversely affecting the carrying on of the business of the Corporation and the Subsidiaries, taken as a whole, and no union representation question exists respecting the employees of the Corporation or any Subsidiary and no collective bargaining agreement is in place or being negotiated by the Corporation or a Subsidiary;

Compliance Matters

(lll) Anti-Bribery Laws. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) violated any anti-bribery or anti-corruption laws applicable to the Corporation or any Subsidiary, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended,

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and the Corruption of Foreign Public Officials Act (Canada), or (ii) offered, paid, promised to pay or authorized the payment of any money, or offered, given, promised to give or authorized the giving of anything of value, that goes beyond what is reasonable and customary and/or of modest value: (A) to any Government Official, whether directly or through any other Person, for the purpose of influencing any act or decision of a Government Official in his or her official capacity, inducing a Government Official to do or omit to do any act in violation of his or her lawful duties, securing any improper advantage, inducing a Government Official to influence or affect any act or decision of any Governmental Entity, or assisting any representative of the Corporation or any Subsidiary in obtaining or retaining business for or with, or directing business to, any Person, or (B) to any Person in a manner which would constitute or have the purpose or effect of public or commercial bribery, or the acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage. Neither the Corporation nor any Subsidiary nor, to the knowledge of the Corporation, any director, officer, employee, consultant, representative or agent of the foregoing, has (i) conducted or initiated any review, audit or internal investigation that concluded the Corporation or any Subsidiary, or any director, officer, employee, consultant, representative or agent of the foregoing, violated such laws or committed any material wrongdoing, or (ii) made a voluntary, directed, or involuntary disclosure to any Governmental Entity responsible for enforcing anti-bribery or anti-corruption laws, in each case with respect to any alleged act or omission arising under or relating to non-compliance with any such laws, or received any notice, request or citation from any Person alleging non-compliance with any such laws; and

(mmm) Anti-Money Laundering. The operations of the Corporation and each Subsidiary are and have been conducted at all times compliance with all material applicable financial record keeping and reporting requirements of the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and the money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines issued, administered or enforced by any Governmental Entity (collectively, the "Money Laundering Laws") and no action, suit or proceeding by or before any court or Governmental Entity or any arbitrator involving the Corporation or any Subsidiary with respect to the Money Laundering Laws is pending or, to the knowledge of the Corporation, threatened.

It is further agreed by the Corporation that all representations, warranties and covenants contained in this Agreement made by the Corporation to the Agents shall also be deemed to be made for the benefit of Subscribers as if the Subscribers were also parties to this Agreement (it being agreed that the Agents are acting for and on behalf of the Subscribers for this purpose).

4. Covenants of the Corporation

The Corporation covenants with the Agents that:

(a) the Corporation will enter into duly and fully completed Subscription Agreements, accompanied by properly completed and executed applicable schedules thereto and

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the subscription amount, with the Subscribers and, unless the Corporation reasonably believes that it would be unlawful to do so or in breach of any Applicable Securities Laws or the aggregate number of Units subscribed for pursuant to the Subscription Agreements exceeds the maximum number of Units to be sold under this Agreement and the Offering, will fully accept the subscriptions in each duly executed Subscription Agreement submitted to the Corporation accompanied by properly completed and executed applicable schedules thereto and the required subscription amount;

(b) prior to the Closing Time, the Corporation shall allow the Agents and Agents' counsel to conduct all due diligence which the Agents may reasonably require. Without limiting the scope of the due diligence inquiries that the Agents may conduct, the Corporation shall make available its senior management, and, if requested by the Agents, the chair of the audit committee, independent engineers and other applicable experts, and the Corporation's Counsel to participate in one or more due diligence sessions (each, a "Due Diligence Session") to provide Due Diligence Session Responses. The Due Diligence Sessions shall be held prior to the Closing Date, and the Agents shall distribute a list of written questions to be answered in advance of each such Due Diligence Session (which list may be supplemented at any such Due Diligence Session) and the Corporation shall provide Due Diligence Session Responses;

(c) if any of the facts or information underlying or supporting any statement provided in the Due Diligence Session Responses changes prior to the Closing Time, the Corporation shall provide the Agents with prompt written notice of the particulars of any such change;

(d) it will comply with all the obligations to be performed by it, and all of its covenants and agreements, under and pursuant to the Transaction Documents;

(e) during the period commencing on the date of this Agreement and ending at the Closing Time, it will promptly provide to the Agents, for review by the Agents and Agents' counsel, prior to filing or issuance of the same, any proposed public disclosure document, including, without limitation, any financial statements of the Corporation, report to shareholders, information circular or any press release or material change report and any press release issued by the Corporation concerning the Offering;

(f) during the period commencing on the date of this Agreement and ending at the Closing Time, any press release issued by the Corporation concerning the Offering is to include the following or substantially similar legend: “NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES” and comply with the requirements of Rule 135e under the U.S. Securities Act;

(g) during the period commencing on the date of this Agreement and ending at the Closing Time, the Corporation will promptly notify the Agents in writing of any of the representations or warranties made by the Corporation in this Agreement being no longer true and correct;

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(h) during the period commencing on the date of this Agreement and ending at the Closing Time, the Corporation will promptly inform the Agents of the full particulars of any material change (actual, anticipated, contemplated or threatened) in the business, affairs, operations, prospects, capital or condition (financial or otherwise) of the Corporation or its Subsidiaries or properties or assets of the Corporation or its Subsidiaries, including any changes with respect to the Definitive Agreements or the completion of the Acquisition; provided, however, that if the Corporation is uncertain as to whether a material change of the nature referred to in this Section 4(h) has occurred, the Corporation shall promptly inform the Agents of the full particulars of the occurrence giving rise to the uncertainty and shall consult with the Agents as to whether the occurrence is of such a nature;

(i) during the period commencing on the date of this Agreement and ending at the Closing Time, the Corporation will promptly inform the Agents of the receipt by the Corporation of (i) any communication of a material nature from any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Entity relating to the Corporation or the Offering, and (ii) the issuance by any Securities Commission or similar regulatory authority, any stock exchange or any other Governmental Entity of any order to cease or suspend trading of any securities of the Corporation or of the institution or threat of institution of any proceedings for that purpose;

(j) the Corporation will promptly, and in any event within any applicable time limitation, comply to the reasonable satisfaction of the Agents and Agents’ counsel with Applicable Securities Laws of the Canadian Selling Jurisdictions in which it is a reporting issuer with respect to any material change, occurrence or event of the nature referred to in Sections 4(h) and 4(i), including complying with NI 51-102 in connection with any material change;

(k) as soon as reasonably possible, and in any event by the Closing Date, the Corporation shall take all such steps as may reasonably be necessary to enable the Units to be offered for sale and sold on a private placement basis to Subscribers in the Selling Jurisdictions through the Agents or any other investment dealers or brokers registered in any of the Selling Jurisdictions by way of the exemptions set forth in Applicable Securities Laws of each of the Selling Jurisdictions;

(l) the Corporation will ensure that, at all times prior to the expiry of each of the Warrants and the Broker Warrants, sufficient Warrant Shares and Broker Warrant Shares will be allotted and reserved for issuance upon the due and proper exercise of the Warrants and Broker Warrants, as applicable, and that the Warrant Shares and the Broker Warrant Shares, upon issuance in accordance with the terms of the Warrant Indenture and Broker Warrant Certificates, as applicable, including due payment of the exercise price therefor, shall be duly and validly authorized and issued as fully paid and non-assessable Common Shares;

(m) the Corporation will ensure that the Common Shares are listed and posted for trading on the TSX-V on the Closing Date;

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(n) the Corporation will ensure that all required documentation for the listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares has been filed with the TSX-V on or prior to the Closing Date, subject to the satisfaction of customary post-Closing filings set out in the conditional acceptance letter of the TSX-V for the Offering, a copy of which has been made available to the Agents;

(o) the Corporation will use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of the requirements of the Applicable Securities Laws in each of the Provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador for a period of 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and provided further that the foregoing requirement shall not prevent the Corporation from completing any transaction which would result in the Corporation ceasing to be a “reporting issuer” so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSX-V or such other recognized stock exchange on which the Common Shares are then listed;

(p) the Corporation will use its commercially reasonable efforts to maintain the listing of the Common Shares on the TSX-V or such other recognized stock exchange or quotation system as the Agents may approve, acting reasonably, for a period of 24 months following the Closing Date, provided that the foregoing requirement is subject to the obligations of the directors to comply with their fiduciary duties to the Corporation and provided further that the foregoing requirement shall not prevent the Corporation from completing any transaction which would result in the Common Shares ceasing to be so listed so long as the holders of Common Shares receive securities of an entity which is listed on a stock exchange in Canada, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the rules and policies of the TSX-V or such other recognized stock exchange on which the Common Shares are then listed;

(q) the Corporation will use its commercially reasonable efforts to cause its officers and directors to enter into agreements (the “Lock-up Agreements”) on terms and conditions satisfactory to the Lead Agent, acting reasonably, in which they will covenant and agree that they will not, for a period ending 120 days following the Closing Date, directly or indirectly, sell, agree to sell or announce any intention to do so, any Common Shares held by them, directly or indirectly, unless they first obtain the written consent of the Lead Agent, such consent to not be unreasonably withheld, conditioned or delayed, or otherwise in accordance with the exceptions as set out in the Lock-up Agreements;

(r) the Corporation will not, for a period of 120 days following the Closing Date, directly or indirectly, without the prior written consent of the Lead Agent, such consent not to be unreasonably withheld, conditioned or delayed, issue, offer, sell,

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contract to sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of (or announce any intention to do so) any additional Common Shares or any securities convertible into, or exchangeable or exercisable for, Common Shares or other equity securities of the Corporation, other than pursuant to: (i) the Offering, (ii) the grant, settlement or exercise of stock options, restricted share units, deferred share units and other similar issuances pursuant to the share incentive plan of the Corporation and other share compensation arrangements, (iii) the exercise of convertible debentures (including the satisfaction of interest payable in respect thereof), warrants or options outstanding prior to the Closing Date, (iv) obligations in respect of existing mineral property agreements or transactions, (v) the issuance of securities of the Corporation in connection with property or share acquisitions, options or earn-ins in the normal course of business of the Corporation, and (vi) the issuance of securities pursuant to shares for debt transactions with service providers in respect of payables outstanding prior to the Closing Date; and

(s) the Corporation will use its commercially reasonable efforts to satisfy its obligations under the Definitive Agreements to complete the Acquisition as contemplated under the Definitive Agreements after the date hereof; provided that the Corporation shall not be obligated to waive any conditions to closing for its benefit under the Definitive Agreements, or otherwise perform or cause to be performed any of the obligations of the other parties to the Definitive Agreements set forth therein or in any of the agreements contemplated by the Definitive Agreements.

Representations, Warranties, Covenants and Acknowledgements of the Agents

Each Agent represents and warrants to, and covenants with, the Corporation, and acknowledges that the Corporation is relying upon such representations, warranties and covenants in connection with the Offering, that:

(a) it is, and will remain until completion of the Offering, appropriately registered under Applicable Securities Laws in the Canadian Selling Jurisdictions and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to be so registered in order to perform the services contemplated by this Agreement, or if or where not so registered or licensed, it will act only through members of the Selling Group who are so registered or licensed;

(b) it will conduct (and has conducted) activities in connection with arranging for subscribers of the Units in compliance with Applicable Securities Laws and the provisions of this Agreement;

(c) it will provide to the Corporation as soon as practicable following the Closing Date, all information necessary to allow the Corporation to file with each of the Securities Commissions, if required, a report of exempt distribution in accordance with Applicable Securities Laws within the required time frame;

(d) it will obtain prior to the Closing Time, a duly completed and executed Subscription Agreement from each Subscriber, along with all other applicable forms, reports,

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undertakings or documentation required under Applicable Securities Laws or required by the Corporation;

(e) it acknowledges that (i) the Broker Warrants have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States and the Broker Warrants may not be exercised in the United States or by or on behalf of a U.S. Person or a person in the United States unless such exercise is exempt from the registration requirements of the U.S. Securities Act and the applicable securities laws of any state of the United States and the Agent has delivered an opinion of counsel reasonably satisfactory to the Corporation to such effect; (ii) it is acquiring the Broker Warrants as principal for its own account and not for the benefit of any other Person; (iii) it is not a U.S. Person and is not acquiring the Broker Warrants in the United States, or for the account or benefit of a U.S. Person or a Person located in the United States; and (iv) this Agreement was executed and delivered outside the United States.

6. Conditions to the Agents’ Obligations

The obligations of the Agents under this Agreement shall be conditional upon the Agents receiving, and the Agents shall have the right on behalf of Subscribers for Units to withdraw all subscriptions delivered and not previously withdrawn by Subscribers unless the Agents receive, on or prior to the Closing Date:

(a) a favourable legal opinion dated the Closing Date addressed to the Agents from Corporation’s Counsel, in form and substance satisfactory to the Lead Agent, acting reasonably, and subject to customary qualifications, together with corresponding opinions (where relevant) of local counsel to the Corporation in relation to the laws of the Canadian Selling Jurisdictions in which the Units are sold and on which Corporation’s Counsel is not qualified to express opinions, which counsel in turn may rely, as to matters of fact, on certificates of auditors, public officials and officers of the Corporation, with respect to the following matters:

(i) as to the incorporation and valid existence of the Corporation;

(ii) as to the authorized and issued capital of the Corporation;

(iii) the corporate power, capacity and authority of the Corporation under the laws of its jurisdiction of incorporation to carry on its business as presently carried on and to own, lease and operate its properties and assets, and to execute, deliver and carry out its obligations under the Transaction Documents;

(iv) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Transaction Documents and the performance by the Corporation of its obligations hereunder and thereunder;

(v) each of the Transaction Documents has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of

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the Corporation enforceable against it by the other parties thereto in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law;

(vi) the execution and delivery of each of the Transaction Documents and the performance by the Corporation of its obligations hereunder and thereunder do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, any of the terms or provisions of (A) the Business Corporations Act (Ontario); or (B) the constating documents of the Corporation;

(vii) the Unit Shares have been validly issued as fully paid and non-assessable Common Shares;

(viii) the Warrants have been duly and validly created and issued and the Warrant Shares have been reserved for issuance upon the due exercise of the Warrants and, upon the receipt of payment therefor by the Corporation and the issue thereof upon the due exercise of the Warrants in accordance with the provisions of the Warrant Indenture, the Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares;

(ix) the Broker Warrants have been duly and validly created and issued and the Broker Warrant Shares have been reserved for issuance upon the due exercise of the Broker Warrants and, upon the receipt of payment therefor by the Corporation and the issue thereof upon the due exercise of the Broker Warrants in accordance with the provisions of the Broker Warrant Certificates, the Broker Warrant Shares will be duly and validly issued as fully paid and non-assessable Common Shares;

(x) the issuance and sale by the Corporation of the Units to the Subscribers in accordance with the terms of the Transaction Documents and the issuance by the Corporation of the Broker Warrants to the Agents in accordance with the terms of this Agreement are exempt from the prospectus requirements of Applicable Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other documents are required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained, except as have already been filed, obtained or completed, by the Corporation under Applicable Securities Laws in the Canadian Selling Jurisdictions to permit such issuance and sale, as applicable, subject only to the filing of a report in Form 45-106F1 and, if applicable, Form 72-503F under Applicable Securities Laws in the Canadian Selling Jurisdictions;

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(xi) the issuance by the Corporation of the Warrant Shares and the Broker Warrant Shares upon the due exercise of the Warrants or the Broker Warrants, as applicable, will be exempt from the prospectus requirements of Applicable Securities Laws in the Canadian Selling Jurisdictions and no prospectus or other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained, except as have already been filed, obtained or completed, by the Corporation under Applicable Securities Laws in the Canadian Selling Jurisdictions to permit such issuance;

(xii) as to the first trade rights and restrictions relating to each of the Unit Shares, the Warrants, the Warrant Shares and the Broker Warrant Shares under Applicable Securities Laws in the Canadian Selling Jurisdictions;

(xiii) the Corporation being a reporting issuer (or the equivalent) under the Applicable Securities Laws of all of the Canadian Selling Jurisdictions where Units have been sold, and not being included on a list of defaulting reporting issuers maintained by the securities regulators of such jurisdictions;

(xiv) TSX Trust Company having been duly appointed as the transfer agent and registrar for the Common Shares;

(xv) the Warrant Agent having been duly appointed as the warrant agent for the Warrants;

(xvi) the Offering having been conditionally accepted by the TSX-V, including the listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares on the TSX-V; and

(xvii) such other matters as may reasonably be requested by the Agents;

(b) a legal opinion dated the Closing Date addressed to the Agents from the Corporation’s Counsel or local counsel, as applicable, in form and substance satisfactory to the Lead Agent, acting reasonably, and subject to customary qualifications, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, in respect of each of the Material Subsidiaries with respect to the following matters:

(i) the formation, existence and good standing of the Material Subsidiaries under the laws of their respective jurisdictions of incorporation;

(ii) the authorized capital of the Material Subsidiaries and the ownership thereof; and

(iii) that the Material Subsidiaries have all necessary corporate power under the laws of their respective jurisdiction of incorporation to carry on their business(es) as presently carried on and to own and lease their properties and assets;

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(c) a legal opinion dated the Closing Date addressed to the Agents from the Corporation’s Counsel, in form and substance satisfactory to the Lead Agent, acting reasonably, and subject to customary qualifications, which counsel in turn may rely, as to matters of fact, on certificates of public officials and officers of the Corporation, with respect to the following matters:

(i) the corporate power, capacity and authority of the Corporation to execute, deliver and carry out its obligations under the Definitive Agreements to which the Corporation is party;

(ii) all necessary corporate action has been taken by the Corporation to authorize the execution and delivery of the Definitive Agreements to which the Corporation is party and the performance by the Corporation of its obligations thereunder;

(iii) each of the Definitive Agreements to which the Corporation is party has been duly executed and delivered by the Corporation and constitutes a legal, valid and binding obligation of the Corporation and each other party thereto enforceable against each of them by the other party or parties thereto in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting the rights of creditors generally and except as limited by the application of equitable principles when equitable remedies are sought, and by the fact that rights to indemnity, contribution and waiver, and the ability to sever unenforceable terms, may be limited by Applicable Law; and

(iv) the execution and delivery of each of the Definitive Agreements to which the Corporation is party and the performance by the Corporation of its obligations thereunder do not and will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, whether after notice or lapse of time or both, any of the terms or provisions of (A) the Business Corporations Act (Ontario); or (B) the constating documents of the Corporation;

(d) in the event of the sale of Units to, or for the account or benefit of, a person in the United States or a U.S. Person pursuant to this Agreement, an opinion dated the Closing Date addressed to the Agents from the Corporation’s special U.S. counsel, in form and substance satisfactory to the Lead Agent, acting reasonably, to the effect that no registration is required under the U.S. Securities Act, subject to the usual and customary assumptions, limitations and qualifications, in connection with the offer and sale of the Unit Shares and Warrants comprising the Units to, or for the account or benefit of, persons in the United States or U.S. Persons, it being understood that no opinion will be expressed as to the subsequent resale of any Unit Shares, Warrants or Warrant Shares;

(e) a certificate of the Corporation dated the Closing Date, addressed to the Agents and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Lead Agent, acting reasonably, with respect to the constating documents of the Corporation, all

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resolutions of the board of directors of the Corporation relating to this Agreement and the incumbency and specimen signatures of signing officers of the Corporation and such other matters as the Agents may reasonably request;

(f) a certificate of the Corporation dated the Closing Date, addressed to the Agents and signed on the Corporation’s behalf by its Chief Executive Officer or such other officer or director of the Corporation satisfactory to the Lead Agent, acting reasonably, certifying that:

(i) the Corporation has complied with and satisfied all terms and conditions and covenants of this Agreement on its part to be complied with or satisfied at or prior to the Closing Time;

(ii) the representations and warranties of the Corporation contained in this Agreement, and in any certificates of the Corporation delivered pursuant to or in connection with this Agreement, are true and correct in all material respects (or in the case of any representation or warranty containing a materiality or a Material Adverse Effect qualification in all respects) at the Closing Time with the same force and effect as if made at and as of the Closing Time (except where a representation or warranty is made as of a specified date, in which case it was true and correct as of such date) after giving effect to the transactions contemplated by this Agreement; and

(iii) no order, ruling or determination having the effect of suspending the sale or cease trading of the Common Shares or any other securities of the Corporation has been issued by any regulatory authority and is continuing in effect and no proceedings for that purpose have been instituted or are pending or, to the knowledge of such officer of the Corporation, contemplated or threatened under any Applicable Securities Laws or by any other regulatory authority;

(g) a certificate of status and/or compliance, where issuable under Applicable Laws, for each of the Corporation and the Material Subsidiaries, each dated within two Business Days prior to the Closing Date, or otherwise agreed to by the Corporation and the Agents;

(h) a certificate from TSX Trust Company as to the number of Common Shares issued and outstanding as at the end of the Business Day prior to the Closing Date;

(i) the executed Lock-up Agreements;

(j) the executed Warrant Indenture;

(k) satisfactory evidence that all requisite approvals have been obtained by the Corporation in order to complete the Offering, including the conditional acceptance by the TSX-V of the listing of the Unit Shares, the Warrant Shares and the Broker Warrant Shares, subject to the satisfaction of customary post-Closing filings; and

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(l) such further certificates, opinions of counsel and other documentation from the Corporation contemplated herein, provided, however, that the Agents or Agents’ counsel shall request any such certificate or document within a reasonable period prior to the Closing Time that is sufficient for the Corporation to obtain and deliver such certificate, opinion or document.

The foregoing conditions contained in this Section 6 are for the sole benefit of the Agents and may be waived in whole or in part by the Lead Agent, on behalf of the Agents, at any time and without limitation. If any of the foregoing conditions have not been met at the Closing Time, the Agents may terminate their obligations under this Agreement without prejudice to any other remedies they may have and the Agents shall have the right on behalf of the Subscribers to withdraw all subscriptions not previously withdrawn by Subscribers.

Deliveries and Compensation

The sale of the Units shall be completed by electronic exchange of documents at the Closing Time, or at such other place as the Corporation and the Lead Agent may agree. At the Closing Time, the Corporation shall deliver to the Lead Agent, on behalf of the Agents:

(a) the opinions, certificates and agreements referred to in Section 6 and all other documents required to be provided by the Corporation to the Agents pursuant to this Agreement;

(b) confirmation on a non-certificated basis, in accordance with the “non-certificated inventory” rules of CDS, of the Units purchased by the Subscribers (other than Subscribers settling directly with the Corporation) from the Corporation registered in the name of “CDS & Co.” or in such other name or names as the Agents may direct the Corporation in writing not less than 48 hours prior to the Closing Time; provided that, alternatively, if requested by the Agents at the Closing Time, the Corporation shall duly and validly deliver in certificated form or via direct registration statement to the Agents, or in any manner directed by the Agents in writing, the Unit Shares and Warrants comprising the Units purchased from the Corporation, registered in the name of “CDS & Co.” or such other name or names as the Agents may direct the Corporation in writing not less than 48 hours prior to the Closing Time;

(c) the Corporation’s receipt for payment by the Agents of an amount equal to the aggregate purchase price for the Units sold to Subscribers pursuant to the Offering (other than Subscribers settling directly with the Corporation), less an amount equal to the sum of the Agents’ Fee, the Advisory Fee and the costs and expenses of the Agents provided for in Section 8; and

(d) the Broker Warrant Certificates;

against:

(e) a wire transfer of immediately available funds in an amount equal to the aggregate purchase price for the Units sold to Subscribers pursuant to the Offering (other than Subscribers settling directly with the Corporation), less an amount equal to the

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Agents' Fee, the Advisory Fee and the costs and expenses of the Agents provided for in Section 8; and

(f) the Agents' receipt for the Units, the Agents' Fee, the Broker Warrant Certificates and the Agents' costs and expenses.

8. Expenses

The Corporation will pay all of its own expenses and fees in connection with the Offering, including, without limitation: (a) all expenses of or incidental to the creation, issue, sale or distribution of the Units; (b) the fees and disbursements of the Corporation's Counsel; and (c) all costs incurred in connection with the preparation of documentation relating to the Offering. In addition, the Corporation will reimburse the Agents for their reasonable and documented out-of-pocket expenses in connection with the Offering, including, but not limited to, the reasonable fees and disbursements of the Agents' legal counsel (subject to a maximum cap as specified in the Engagement Letter, without the Corporation's prior written consent). Such expenses incurred by the Agents or on their behalf shall be payable by the Corporation immediately upon receiving an invoice therefor from the Agents and shall be payable whether or not the Offering is completed. Such expenses may, at the option of the Agents, be netted out of the gross proceeds of the sale of the Units otherwise payable by the Agents to the Corporation on the Closing Date.

All or part of the amounts payable under this paragraph may be subject to applicable federal and/or provincial sales taxes and shall be payable by the Corporation to the Agents immediately upon invoice therefor. Where tax is applicable, an additional amount equal to the amount of tax owing will be charged to and paid by the Corporation.

9. Rights of Termination

(a) Each Agent shall be entitled to terminate its obligations under this Agreement by written notice to that effect given to the Corporation and the other Agent at or prior to the Closing Time if, at any time prior to the Closing Time:

(i) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) is commenced, announced or threatened in relation to the Corporation or any one of the officers or directors of the Corporation (other than an inquiry, action, suit, investigation or other proceeding based upon the activities or alleged activities of the Agents) where wrong-doing is alleged or any order is issued by any federal, provincial, state, municipal or any other governmental department, commission, board, bureau, agency or instrumentality, including, without limitation, the TSX-V or any securities regulatory authority in relation to the Corporation or any of its securities, which, in the opinion of the Agents, acting reasonably, has a material adverse effect on the market price or value of the securities of the Corporation (including the Units) or operates to prevent or restrict the distribution or trading of the Units or the Unit Shares;

(ii) there should develop, occur or come into effect or existence any event, action, state, condition or major financial occurrence or catastrophe, war or act of terrorism of national or international consequence or any new or

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change in any law or regulation which, in the reasonable opinion of the Agents, seriously adversely affects, or will seriously adversely affect, the financial markets or the business, operations or affairs of the Corporation and its Subsidiaries, taken as a whole, or the market price or value of the securities of the Corporation (including the Units);

(iii) the state of the financial markets in Canada or elsewhere where it is planned to market the Units is such that, in the reasonable opinion of the Agents, the Units cannot be marketed profitably;

(iv) there shall have occurred any material change or change in a material fact or the Agents shall discover any previously undisclosed material fact which, in the reasonable opinion of the Agents, would be expected to have a material adverse effect on the market price or value of the securities of the Corporation (including the Units);

(v) the Agents determine that the Corporation is in breach of a material term, condition or covenant of this Agreement;

(vi) an order shall have been made or threatened to cease or suspend trading in the Common Shares or any other securities of the Corporation, or to otherwise prohibit or restrict in any manner the distribution or trading of the Units or any other securities of the Corporation, or proceedings are announced or commenced for the making of any such order by any Securities Commission or Governmental Entity, which order has not been rescinded, revoked or withdrawn;

(vii) the Agents are not satisfied, in their sole discretion, acting reasonably, with the completion of their due diligence investigations; or

(viii) the Agents and the Corporation agree to terminate this Agreement.

(b) The Agents may waive, in whole or in part, or extend the time for compliance with, any terms and conditions without prejudice to its rights in respect of any other terms and conditions or any other or subsequent breach or non-compliance, provided that any such waiver or extension shall be binding upon the Agents only if such waiver or extension is in writing and signed by the Agents.

(c) The rights of termination contained in Sections 9(a) may be exercised by any of the Agents and are in addition to any other rights or remedies the Agents may have in respect of any default, act or failure to act or non-compliance by the Corporation in respect of any of the matters contemplated by this Agreement or otherwise. In the event of any such termination, there shall be no further liability on the part of such Agent to the Corporation or on the part of the Corporation to such Agent, except in respect of any liability which may have arisen prior to or arises after such termination under Sections 8 (Expenses) and 10 (Indemnity).

Indemnity

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The Corporation (the “Indemnitor”) hereby agrees to indemnify and hold the Agents and the directors, officers, employees, agents and shareholders of the Agents (hereinafter referred to as the “Personnel”) harmless from and against any and all expenses, losses (other than loss of profits), claims, actions, damages or liabilities, whether joint or several (including the aggregate amount paid in reasonable settlement of any such actions, suits, proceedings or claims), and the reasonable fees and expenses of their counsel that may be incurred in advising with respect to and/or defending any claim that may be made against the Agents, to which the Agents and/or their Personnel may become subject or otherwise involved in any capacity under any statute or common law or otherwise insofar as such expenses, losses, claims, damages, liabilities or actions arise out of or are based, directly or indirectly, upon the performance of professional services rendered to the Indemnitor by the Agents and their Personnel hereunder or otherwise in connection with the matters referred to in this Agreement provided, however, that this indemnity shall not apply to any particular Agent and/or its Personnel to the extent that a court of competent jurisdiction in a final judgment that has become non-appealable shall determine that:

(a) the Agent and/or its Personnel has been grossly negligent, engaged in willful misconduct or has committed fraud in the course of such performance or has materially breached this Agreement; and

(b) the expenses, losses, claims, damages or liabilities, as to which indemnification is claimed, were caused by or resulted from the gross negligence, willful misconduct, fraud or breach referred to in (a).

If for any reason (other than the occurrence of any of the events itemized in paragraphs (a) and (b) of this Section 10), the foregoing indemnification is unavailable to the Agents or any Personnel or insufficient to hold the Agents or any Personnel harmless, then the Indemnitor shall contribute to the amount paid or payable by the Agents or any Personnel as a result of such expense, loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnitor on the one hand and the Agents or any Personnel on the other hand but also the relative fault of the Indemnitor and the Agents or any Personnel, as well as any relevant equitable considerations, provided that the Indemnitor shall, in any event, contribute to the amount paid or payable by the Agents or any Personnel as a result of such expense, loss, claim, damage or liability, any excess of such amount over the aggregate amount of the Agents’ Fee and the Advisory Fee received by the Agents hereunder.

The Indemnitor agrees that in case any legal proceeding shall be brought against the Indemnitor and/or the Agents by any governmental commission or regulatory authority or any stock exchange or other entity having regulatory authority, either domestic or foreign, shall investigate the Indemnitor and/or the Agents and any Personnel of the Agents shall be required to testify in connection therewith or shall be required to respond to procedures designed to discover information regarding, in connection with, or by reason of the performance of professional services rendered to the Indemnitor by the Agents, the Agents shall have the right to employ their own counsel in connection therewith, and the reasonable fees and expenses of such counsel as well as the reasonable costs (including an amount to reimburse the Agents for time spent by their Personnel in connection therewith) and out-of-pocket expenses incurred at reasonable rates by their Personnel in connection therewith shall be paid by the Indemnitor as they occur, provided that in no circumstances will the Indemnitor be required to pay the fees and expenses of more than one legal counsel for all of the Agents and their Personnel (collectively, the “Indemnified Persons”), unless: (a) the Indemnitor and the Agents have mutually agreed to the retention of more

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than one legal counsel for the Indemnified Persons; or (b) the Indemnified Persons have or any of them has been advised in writing by legal counsel that representation of all of the Indemnified Persons by the same legal counsel would be inappropriate due to actual or potential differing interests between them.

Promptly after receipt of notice of the commencement of any legal proceeding against the Agents or any of their Personnel or after receipt of notice of the commencement of any investigation, which is based, directly or indirectly, upon any matter in respect of which indemnification may be sought from the Indemnitor, the Agents will notify the Indemnitor in writing of the commencement thereof and, throughout the course thereof, will provide copies of all relevant documentation to the Indemnitor, will keep the Indemnitor advised of the progress thereof and will discuss with the Indemnitor all significant actions proposed. However, the failure by the Agents to so notify the Indemnitor will not relieve the Indemnitor of its obligations to indemnify the Agents and/or any Personnel, unless (and only to the extent that) such failure results in a forfeiture by the Indemnitor or material impairment of its substantive rights or defences, prejudices the defence of any action, suit, proceeding, claim or investigation or results in any material increase in the liability under this indemnity. The Indemnitor shall on behalf of itself and the Agents and/or any Personnel, as applicable, be entitled to (but not required) to assume the defence of any suit brought to enforce such legal proceeding; provided, however, that the defence shall be conducted through legal counsel acceptable to the Agents and/or any Personnel, as applicable, acting reasonably, that no settlement of any such legal proceeding may be made by the Indemnitor without the prior written consent of the Agents and/or any Personnel, acting reasonably, as applicable, and neither the Agents nor any Personnel, as applicable, shall be liable for any settlement of any such legal proceeding unless it has consented in writing to such settlement, such consent not to be unreasonably withheld. Notwithstanding that the Indemnitor will undertake the investigation and defence of any suit, the Agents and their Personnel collectively shall have the right to appoint one separate counsel in each applicable jurisdiction with respect to such suit and participate in the defence thereof, but the fees and expenses of such counsel will be at the expense of the Agents and their Personnel unless: (a) employment of such counsel has been authorized in writing by the Indemnitor; (b) the Indemnitor has not assumed the defence of the suit within a reasonable period of time after receiving notice thereof; (c) the named parties to any such suit include the Indemnitor and any of the Agents and their Personnel, and the Agents and their Personnel shall have been advised in writing by counsel to the Agents and their Personnel that there may be a conflict of interest between the Indemnitor and any of the Agents and their Personnel; or (d) there are one or more defences available to the Agents and their Personnel which are different from or in addition to those available to the Indemnitor, in which case such fees and expenses of such counsel to the Agents and their Personnel will be for the account of the Indemnitor.

The indemnity and contribution obligations of the Indemnitor shall be in addition to any liability which the Indemnitor may otherwise have, shall extend upon the same terms and conditions to the Personnel and shall be binding upon and enure to the benefit of any successors, assigns, heirs and personal representatives of the Indemnitor, the Agents and any of their Personnel. The foregoing provisions shall survive the completion of professional services rendered under this Agreement or any termination of this Agreement.

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11. Syndication by the Agents

The Agents’ obligations under this Agreement shall be several and not joint, and the Agents’ respective obligations and rights and benefits hereunder shall be as to the following percentages (each a “Relevant Proportion”):

Name of Agent	Syndicate Position
Red Cloud Securities Inc.	70.0%
Velocity Trade Capital Ltd.	30.0%
	100%

If an Agent shall not complete the sale of the Units which such Agent has agreed to sell hereunder for any reason whatsoever, the other Agents shall be entitled, at their option but without obligation, to sell the Units which would otherwise have been sold by such Agent who fails to sell its Relevant Proportion.

12. Agents’ Authority

The Corporation shall be entitled to and shall act on any notice, request, direction, consent, waiver, extension and other communication given or agreement entered into by or on behalf of the Agents by the Lead Agent, after the Lead Agent has reasonably consulted with the other Agents, and the Lead Agent shall represent the Agents and have authority to bind the Agents hereunder except in respect of (i) a notice of termination pursuant to Section 8; (ii) the exercise of the indemnity rights specified in Section 10 which shall require the action of the relevant Agent; (iii) the initiation or rescinding of any contribution rights; or (iv) the amendment of any provision of this Agreement. Each of the Agents agrees that the Lead Agent has been authorized in such regard.

13. Survival of Agreements, Representations and Warranties

The agreements, representations and warranties of the Corporation, as set forth in this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results of any investigation) made by or on behalf of the Agents and shall survive delivery of and payment for the Units and the subsequent disposition of the Units or the Unit Shares and Warrants comprising the Units or the termination of the Agents’ obligations under this Agreement for a period of two years following the Closing Date, other than the representations and warranties in Section 3(z) in this Agreement relating to any tax matters which shall survive until the 90th day following the date upon which the liability to which any such tax matter may relate is barred by all Applicable Laws. The agreements, representations, warranties and other statements of the Agents as set forth in this Agreement shall remain in full force and effect, regardless of any investigation (or any statement as to the results of any investigation) made by or on behalf of the Corporation and shall survive in full force and effect for the benefit of the Corporation for a period of two years following the Closing Date.

14. Severability

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

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Time

Time is of the essence in the performance of the parties' respective obligations under this Agreement.

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 in the Province of Ontario.

Notice

Unless otherwise expressly provided in this Agreement, any notice or other communication to be given under this Agreement (a "notice") shall be in writing addressed as follows:

If to the Corporation, addressed and sent to:

Excellon Resources Inc.
3400 One First Canadian Place
100 King Street West
Toronto, Ontario
M5X 1A4

Attention: Shawn Howarth
Email: [email protected]

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

Bennett Jones LLP
3400 One First Canadian Place
100 King Street West
Toronto, Ontario
M5X 1A4

Attention: Abbas Ali Khan
Email: [email protected]

If to the Agents, addressed and sent to:

Red Cloud Securities Inc.
120 Adelaide Street West, Suite 1400
Toronto, Ontario
M5H 1T1

Attention: Mark Styles
Email: [email protected]

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

Osler, Hoskin & Harcourt LLP
6200 One First Canadian Place
100 King Street West
Toronto, Ontario
M5X 1A4

Attention: James R. Brown
Email: [email protected]

or to such other address as any of the parties to this Agreement may designate by giving notice to the others in accordance with this Section 17. Each notice shall be personally delivered to the addressee or sent by email to the addressee. A notice which is personally delivered or delivered by email shall, if delivered prior to 5:00 p.m. (Toronto time) on a Business Day, be deemed to be given and received on that day and, in any other case, be deemed to be given and received on the first Business Day following the day on which it is delivered.

18. Agent's Obligations

The sale of the Units subject to the Offering shall be on a “best efforts” private placement basis without underwriter liability.

19. Counterparts

This Agreement may be executed by the parties to this Agreement in counterpart and may be executed and delivered by electronic means and all such counterparts shall together constitute one and the same agreement.

20. Entire Agreement

This Agreement constitutes the entire agreement between the Agents and the Corporation relating to the subject matter hereof and supersedes any and all prior negotiations, understandings and agreements, whether oral or written, between the Agents and the Corporation relating to the Offering including, without limitation, the Engagement Letter (with the exception of Section 16 of the Engagement Letter which shall survive the execution and delivery of this Agreement in accordance with its terms).

21. Further Assurances

Each of the parties hereto shall do or cause to be done all such acts and things and shall execute or cause to be executed all such documents, agreements and other instruments as may reasonably be necessary or desirable for the purpose of carrying out the provisions and intent of this Agreement.

22. Currency

All references herein to dollar amounts are to lawful money of Canada, unless indicated otherwise.

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23. Advertisements

If the Offering is successfully completed, the Corporation acknowledges and agrees that the Agents will be permitted to publish, at their own expense, public announcements or other communications relating to their services in connection with the Offering as they consider appropriate.

24. Successors and Assigns

The terms and provisions of this Agreement shall be binding upon and enure to the benefit of the Corporation and the Agents and their respective successors and permitted assigns; provided that, this Agreement shall not be assignable by any party without the written consent of the others.

25. Matters Relating to Engagement

In connection with the services described herein, the Agents shall act as independent contractors, and any duties of the Agents arising out of this engagement shall be owed solely to the Corporation. The Corporation acknowledges that the Agents are securities firms engaged in securities trading and brokerage activities, as well as providing investment banking and financial advisory services, which may involve services provided to other companies engaged in businesses similar or competitive to the business of the Corporation and that the Agents shall have no obligation to disclose such activities and services to the Corporation. The Corporation acknowledges and agrees that in connection with all aspects of the engagement contemplated hereby, and any communications in connection therewith, the Corporation, on the one hand, and the Agents and any of their affiliates through which they may be acting, on the other hand, will have a business relationship that does not create, by implication or otherwise, any fiduciary duty on the part of the Agents or their respective affiliates, and each party hereto agrees that no such duty will be deemed to have arisen in connection with any such transactions or communications. The Corporation acknowledges and agrees that it waives, to the fullest extent permitted by law, any claims the Corporation and its affiliates may have against any of the Agents for breach of fiduciary duty or alleged breach of fiduciary duty and agrees that the Agents shall have no liability (whether direct or indirect) to the Corporation or any of its affiliates in respect of such a fiduciary duty claim or to any Person asserting a fiduciary duty claim on behalf of or in right of the Corporation, including shareholders, employees or creditors of the Corporation. Information which is held elsewhere within the Agents, but of which none of the individuals in the investment banking department or division of the Agents involved in providing the services contemplated by this Agreement actually has knowledge (or without breach of internal procedures can properly obtain) will not, for any purpose, be taken into account in determining any of the responsibilities of the Agents to the Corporation under this Agreement.

26. Use of Advice

The Corporation acknowledges and agrees that all written and oral opinions, advice, analyses and materials provided by the Agents in connection with this Agreement and their engagement hereunder are intended solely for the Corporation's benefit and the Corporation's internal use only with respect to the Offering and the Corporation agrees that no such opinion, advice, analysis or material will be used for any other purpose whatsoever or reproduced, disseminated, quoted from or referred to in whole or in part at any time, in any manner or for any purpose, without the Agents' prior written consent in each specific instance. Any advice or opinions given by the Agents

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hereunder will be made subject to, and will be based upon, such assumptions, limitations, qualifications and reservations as the Agents, in their sole judgment, deem necessary or prudent in the circumstances. The Agents expressly disclaim any liability or responsibility by reason of any unauthorized use, publication, distribution of or reference to any oral or written opinions or advice or materials provided by the Agents or any unauthorized reference to the Agents or this engagement.

[remainder of page intentionally left blank]

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If the foregoing is in accordance with your understanding and is agreed to by you, please signify your acceptance by executing where indicated below and returning the same to the Agents, upon which this offer as so accepted shall constitute an Agreement among us.

RED CLOUD SECURITIES INC.

Per: “Bruce Tatters”
Name: Bruce Tatters
Title: Chief Executive Officer

VELOCITY TRADE CAPITAL LTD.

Per: “Simon Grayson”
Name: Simon Grayson
Title: Director

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Accepted and agreed to effective as of the date first written above.

EXCELLEN RESOURCES INC.

By: “Shawn Howarth”

Name: Shawn Howarth

Title: President, Chief Executive

Officer and Director

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SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

As used in this Schedule and related exhibits, the following terms shall have the meanings indicated:

(a) “Directed Selling Efforts” means “directed selling efforts” as that term is defined in Rule 902(c) of Regulation S, which, without limiting the foregoing, but for greater clarity in this Schedule, includes, subject to the exclusions from the definition of “directed selling efforts” contained in Regulation S, any activity undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United States for any of the Units, Unit Shares or Warrants and includes the placement of any advertisement in a publication with a general circulation in the United States that refers to the offering of the Units;

(b) “Disqualification Event” means any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) of Regulation D;

(c) “Foreign Issuer” means “foreign issuer” as that term is defined in Rule 902(e) of Regulation S. Without limiting the foregoing, but for greater clarity in this Schedule “A”, it means any issuer that is (a) the government of any country, or of any political subdivision of a country, other than the United States; or (b) a corporation or other organization incorporated or organized under the laws of any country other than the United States, except an issuer meeting the following conditions as of the last business day of its most recently completed second fiscal quarter: (1) more than 50% of the outstanding voting securities of such issuer are directly or indirectly owned of record by residents of the United States; and (2) any of the following: (i) the majority of the executive officers or majority of directors are United States citizens or residents, (ii) more than 50% of the assets of the issuer are located in the United States, or (iii) the business of the issuer is administered principally in the United States;

(d) “General Solicitation” and “General Advertising” means “general solicitation” and “general advertising”, respectively, as used under Rule 502(c) of Regulation D, including, without limitation, advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or the internet or broadcast over radio, television or the internet, or any seminar or meeting whose attendees had been invited by general solicitation or general advertising;

(e) “Offshore Transaction” means an “offshore transaction” as defined in Rule 902(h) of Regulation S;

(f) “Qualified Institutional Buyer” means a “qualified institutional buyer” as that term is defined in Rule 144A under the U.S. Securities Act that is also a U.S. Accredited Investor;

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(g) “Regulation D” means Regulation D adopted by the SEC under the U.S. Securities Act, as amended;
(h) “Regulation S” means Regulation S adopted by the SEC under the U.S. Securities Act, as amended;
(i) “SEC” means the United States Securities and Exchange Commission;
(j) “Substantial U.S. Market Interest” means “substantial U.S. market interest” as that term is defined in Rule 902(j) of Regulation S;
(k) “U.S. Accredited Investor” means an “accredited investor” as that term is defined in Rule 501(a) of Regulation D;
(l) “U.S. Accredited Investor Letter” means an Accredited Investor Letter in the form attached as Annex 1 of Schedule E to the Subscription Agreement;
(m) “U.S. Exchange Act” means the United States Securities Exchange Act of 1934, as amended; and
(n) “U.S. QIB Letter” means a Qualified Institutional Buyer Letter in the form attached as Annex 2 of Schedule E to the Subscription Agreement.

All other capitalized terms used but not otherwise defined in this Schedule shall have the meanings assigned to them in the Agreement to which this Schedule is attached.

Representations, Warranties and Covenants of the Corporation

The Corporation represents, warrants, acknowledges, covenants and agrees to and with the Agents, as at the date hereof and as at the Closing Date, that:

The Corporation is a Foreign Issuer and reasonably believes that there is no Substantial U.S. Market Interest with respect to the Units, the Unit Shares and the Warrants.
The Corporation is not, and after giving effect to the Offering contemplated by this Agreement and the application of the proceeds of the Offering contemplated by this Agreement, will not be, an “investment company” as such term is defined under the United States Investment Company Act of 1940, as amended, registered or required to be registered under such Act.
The Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. Except with respect to sales of the Units, the Unit Shares, the Warrants and the Warrant Shares to U.S. Accredited Investors and/or Qualified Institutional Buyers identified by the Agents and the U.S. Affiliates in accordance with this Schedule “A”, in reliance upon the exemption from registration under the U.S. Securities Act provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of

A-3

the U.S. Securities Act and similar exemptions from applicable securities laws of any state of the United States, neither the Corporation nor any of its affiliates, nor any person acting on any of their behalf (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has made or will make (A) any offer to sell, or any solicitation of an offer to buy, any Units, Unit Shares, Warrants and Warrant Shares to, or for the account or benefit of, a person in the United States or a U.S. Person, or (B) any sale of Units, Unit Shares, Warrants and Warrant Shares unless, at the time the buy order was or will have been originated, the Subscriber is (i) outside the United States and not a U.S. Person, or (ii) the Corporation, its affiliates, and any person acting on any of their behalf reasonably believe that the Subscriber is outside the United States and not a U.S. Person.

None of the Corporation, any of its affiliates, or any person acting on any of their behalf (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement), has engaged or will engage in any Directed Selling Efforts, or has taken or will take any action that would cause the exemption provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to be unavailable for offers and sales of the Units, the Unit Shares, the Warrants and the Warrant Shares to, or for the account or benefit of, persons in the United States or U.S. Persons in accordance with this Agreement, or has taken or will take any action that would cause the exclusion from registration afforded by Rule 903 of Regulation S to be unavailable for offers and sales of the Units, the Unit Shares, the Warrants and the Warrant Shares outside the United States to non-U.S. Persons in accordance with this Agreement.
None of the Corporation, any of its affiliates or any person acting on behalf of any of them (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has offered or will offer to sell, or has solicited or will solicit offers to buy, any of the Units, the Unit Shares, the Warrants and the Warrant Shares to, or for the account or benefit of, persons in the United States or U.S. Persons by means of any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Neither the Corporation nor any person acting on behalf of the Corporation has, within 30 calendar days prior to the commencement of the Offering, sold, offered for sale or solicited any offer to buy any of the Corporation's securities of the same or similar class as any of the securities comprising the Units, and will not do so during this Offering and for a period of 30 calendar days following the completion of this Offering, in a manner that would be integrated with the offer and sale of the Units, the Unit Shares, the Warrants and the Warrant Shares and would cause the

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exemption from registration set forth in Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act to become unavailable with respect to the offer and sale of the Units, the Unit Shares, the Warrants and the Warrant Shares to, or for the account or benefit of, persons in the United States or U.S. Persons.

Neither the Corporation nor any of its predecessors or affiliates has been subject to any order, judgment or decree of any court of competent jurisdiction temporarily, preliminarily or permanently enjoining such person for failure to comply with Rule 503 of Regulation D.
None of the Corporation, its affiliates or any person acting on any of their behalf (other than the Agents, their affiliates (including the U.S. Affiliates), any members of the Selling Group formed by them, or any person acting on any of their behalf, as to whom the Corporation makes no representation, warranty, acknowledgement, covenant or agreement) has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the offering of the Units, the Unit Shares, the Warrants and the Warrant Shares contemplated by this Agreement.
The Corporation will, within prescribed time periods, prepare and file any forms or notices required under the U.S. Securities Act or applicable state securities laws in connection with the offer and sale of the Units, the Unit Shares, the Warrants and the Warrant Shares to, or for the account or benefit of, persons in the United States and U.S. Persons, including filing a Form D with the SEC, if applicable.
None of the Corporation or any of its predecessors has had the registration of a class of securities under the U.S. Exchange Act revoked by the SEC pursuant to Section 12(j) of the U.S. Exchange Act and any rules or regulations promulgated thereunder.
With respect to Units, Unit Shares, Warrants and Warrant Shares offered and sold hereunder in reliance on Rule 506(b) of Regulation D (the "Regulation D Securities"), none of the Corporation, any of its predecessors, any "affiliated" (as such term is defined in Rule 501(b) of Regulation D) issuer, any director or executive officer, any other officer of the Corporation participating in the offering of the Regulation D Securities, any beneficial owner of 20% or more of the Corporation'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 the Corporation in any capacity at the time of sale of the Regulation D Securities (other than any Dealer Covered Person (as defined below), as to whom no representation is made) (each, an "Issuer Covered Person" and, together, "Issuer Covered Persons") is subject to any Disqualification Event. The Corporation has exercised reasonable care to determine: (i) the identity of each person that is an Issuer Covered Person; and (ii) whether any Issuer Covered Person is subject to a Disqualification Event. The Corporation has complied, to the extent applicable, with its disclosure obligations under Rule 506(e) of Regulation D and has furnished to the Agents a copy of any disclosures provided thereunder. The Corporation has not paid and will not pay, nor is it aware of any person that has paid or will pay, directly or indirectly, any remuneration to any person (other than

A-5

the Dealer Covered Persons (as defined below)) for solicitation of Subscribers of the Regulation D Securities.

Representations, Warranties and Covenants of the Agents

Each of the Agents, represents, warrants, acknowledges, and covenants to and with the Corporation, as at the date hereof and as at the Closing Date, that:

It acknowledges that the Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws and may be offered and sold only in transactions exempt from or not subject to the registration requirements of the U.S. Securities Act and applicable state securities laws. It has not offered, and it will not offer, any Units, Unit Shares, Warrants and Warrant Shares except: (a) in an Offshore Transaction, in accordance with Rule 903 of Regulation S; or (b) to, or for the account or benefit of, persons in the United States or U.S. Persons that are U.S. Accredited Investors and/or Qualified Institutional Buyers in transactions that are exempt from the registration requirements under the U.S. Securities Act pursuant to Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable state securities laws, as provided in paragraphs 2 through 14 below. Accordingly, none of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf, has made or will make (except as permitted in paragraphs 2 through 14 below) any (i) offer to sell or any solicitation of an offer to buy, any Units, Unit Shares, Warrants and Warrant Shares to, or for the account or benefit of, any person in the United States or any U.S. Person, (ii) any sale of Units, Unit Shares, Warrants and Warrant Shares to any Subscriber unless, at the time the buy order was or will have been originated, the Subscriber was outside the United States and not a U.S. Person, or such Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf reasonably believed that such Subscriber was outside the United States and not a U.S. Person, or (iii) any Directed Selling Efforts.
It has not entered and will not enter into any contractual arrangement with respect to the offer and sale of the Units, the Unit Shares, the Warrants and the Warrant Shares, except with its U.S. Affiliate, any Selling Group members or with the prior written consent of the Corporation. It shall require its U.S. Affiliate and each Selling Group member appointed by it to agree, for the benefit of the Corporation, to comply with, and shall use commercially reasonable efforts to ensure that its U.S. Affiliate and such Selling Group member complies with, the provisions of this Schedule applicable to the Agents as if such provisions applied directly to the U.S. Affiliate and such Selling Group member.
All offers of Units, Unit Shares, Warrants and Warrant Shares to, or for the account or benefit of, persons in the United States and U.S. Persons by it shall be solicited by the Agents through its U.S. Affiliate, which on the dates of each such offer and subsequent sale by the Corporation, was and will be duly registered as a broker-dealer pursuant to Section 15(b) of the U.S. Exchange Act and under all applicable state securities laws (unless exempted from such state's broker-dealer registration requirements) and a member of, and in good standing with, the Financial Industry

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Regulatory Authority, Inc., in accordance with all applicable United States state and federal securities (including broker-dealer) laws.

None of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf, have solicited or will solicit offers for, or have offered to sell or will offer to sell, any of the Units, the Unit Shares, the Warrants and the Warrant Shares to, or for the account or benefit of, persons in the United States or U.S. Persons by any form of General Solicitation or General Advertising or in any manner involving a public offering within the meaning of Section 4(a)(2) of the U.S. Securities Act.
Any offer or solicitation of an offer to buy Units, Unit Shares, Warrants and Warrant Shares that has been made or will be made to, or for the account or benefit of, a person in the United States or a U.S. Person was or will be made only by its U.S. Affiliate to U.S. Accredited Investors and/or Qualified Institutional Buyers, in compliance with the exemption from registration provided by Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and similar exemptions under applicable securities laws of any state of the United States.
Immediately prior to soliciting any offeree that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person, the Agent, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf, had a pre-existing relationship with such Subscriber and will have reasonable grounds to believe and will believe that each such Subscriber is a U.S. Accredited Investor and/or Qualified Institutional Buyer, as applicable, and at the time of completion of each sale by the Corporation to, or for the account or benefit of, a person in the United States or a U.S. Person identified by the Agents through its U.S. Affiliate, the Agents, its affiliates (including its U.S. Affiliate), and any person acting on any of their behalf will have reasonable grounds to believe and will believe, that each such Subscriber designated by the Agents or the U.S. Affiliate to purchase Units, Unit Shares and Warrants from the Corporation is a U.S. Accredited Investor and/or Qualified Institutional Buyer, as applicable.
Prior to completion of any sale of the Units, the Unit Shares and the Warrants by the Corporation to, or for the account or benefit of, a person in the United States or a U.S. Person, or to a person that was offered the Units, the Unit Shares and the Warrants in the United States (a “U.S. Purchaser”) identified by it, it shall cause each such U.S. Purchaser of the Units, the Unit Shares and the Warrants to execute a U.S. Accredited Investor Letter or a U.S. QIB Letter.
At least one Business Day prior to the Closing Date, the transfer agent for the Corporation will be provided with a list of the names and addresses of all U.S. Purchasers of the Units, the Unit Shares and the Warrants.
At Closing, the Agent will either: (i) together with its U.S. Affiliate, provide to the Corporation a certificate in the form attached hereto as Exhibit I relating to the manner of the offer and sale of the Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States and U.S. Persons; or (ii) be deemed to have represented and warranted to the Corporation, as of the Closing,

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that it did not and will not offer or sell any of the Units, the Unit Shares and the Warrants to, or for the account or benefit of, persons in the United States or U.S. Persons.

The Agent will inform, and cause its U.S. Affiliate to inform, each U.S. Purchaser that: (i) the Units, the Unit Shares, the Warrants and the Warrant Shares have not been and will not be registered under the U.S. Securities Act or under any state securities laws; (ii) the Units, the Unit Shares, the Warrants and the Warrant Shares are being offered and sold to it without registration under the U.S. Securities Act in reliance on Rule 506(b) of Regulation D and/or Section 4(a)(2) of the U.S. Securities Act and in reliance upon similar exemptions from applicable securities laws of any state of the United States; (iii) the Units, the Unit Shares and the Warrants will be “restricted securities” within the meaning of Rule 144(a)(3) under the U.S. Securities Act, and can only be offered, sold, pledged or otherwise transferred pursuant to an exemption or exclusion from the registration requirements of the U.S. Securities Act and applicable state securities laws and in compliance with the restrictions set forth in the U.S. Accredited Investor Letter, if applicable.
None of the Agent, its affiliates (including its U.S. Affiliate), or any person acting on any of their behalf has engaged or will engage in any violation of Regulation M under the U.S. Exchange Act in connection with the Offering of Units, Unit Shares and Warrants contemplated hereby.
As of the Closing Date, with respect to Regulation D Securities, the Agent (if the Agent has effected the offer or sale of Regulation D Securities) represents that none of (i) the Agent or its U.S. Affiliate, (ii) the Agent's or its U.S. Affiliate's general partners or managing members, (iii) any of the Agent's or its U.S. Affiliate's directors or executive officers or any other officers of the Agent or of its U.S. Affiliate participating in the offering of the Regulation D Securities, (iv) any of the Agent's or its U.S. Affiliate's general partners' or managing members' directors or executive officers or other officers participating in the offering of the Regulation D Securities or (v) any other person associated with any of the above persons that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with sale of Regulation D Securities (each, a "Dealer Covered Person" and, collectively, the "Dealer Covered Persons"), is subject to a Disqualification Event, except for a Disqualification Event (i) covered by Rule 506(d)(2) of Regulation D and (ii) a description of which has been furnished in writing to the Corporation prior to the date thereof. Neither it nor its affiliates (including its U.S. Affiliate) has paid or will pay, nor is it aware of any other person that has paid or will pay, directly or indirectly, any remuneration to any person (other than the Dealer Covered Persons) for solicitation of Subscribers of the Regulation D Securities.
As of the Closing Date, the Agent represents that it is not aware of any person (other than any Dealer Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Regulation D Securities.

A-8

The Agent acknowledges that the Broker Warrants and the Broker Warrant Shares issuable upon exercise of the Broker Warrants (together, the “Compensation Securities”) have not been and will not be registered under the U.S. Securities Act or the securities laws of any state of the United States. In connection with the issuance of the Compensation Securities, the Agent represents, warrants, and covenants that it is acquiring or will acquire the Compensation Securities as principal for its own account and not for the benefit of any other person. The Agent represents, warrants, and covenants that (i) it is not in the United States or a U.S. Person and is not acquiring and will not acquire the Compensation Securities on behalf of a U.S. Person or a person located in the United States; and (ii) this Agreement was executed and delivered outside the United States. The Agent acknowledges and agrees that the Broker Warrants may not be exercised in the United States or by or on behalf or for the benefit of a U.S. Person or a person in the United States, unless such exercise is not subject to, or is exempt from, registration under the U.S. Securities Act and applicable U.S. state securities laws. The Agent agrees that it will not engage in any Directed Selling Efforts with respect to any Compensation Securities, and will not offer or sell any Compensation Securities in the United States except in compliance with an exemption from the registration requirements of the U.S. Securities Act and all applicable U.S. state securities laws.

A-9

EXHIBIT I TO SCHEDULE “A” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

In connection with the offer and sale of Units, comprised of Unit Shares and Warrants (collectively, the “Offered Securities”), of Excellon Resources Inc. (the “Corporation”) to, or for the account or benefit of, persons in the United States and U.S. Persons that are U.S. Accredited Investors and/or Qualified Institutional Buyers pursuant to an agency agreement (the “Agency Agreement”) effective as of May 14, 2025 between the Corporation and the Agents named in the Agency Agreement, [AGENT] (the “Agent”) and [U.S. AFFILIATE] (the “U.S. Affiliate”), the U.S. registered broker-dealer affiliate of the Agent, hereby certify as follows:

All offers of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons were made only through the U.S. Affiliate;
The U.S. Affiliate is a duly registered broker or dealer pursuant to Section 15(b) of the U.S. Exchange Act and under the laws of each applicable state of the United States (unless exempted from the respective state’s broker-dealer registration requirements), and was and is a member of, and in good standing with, the Financial Industry Regulatory Authority, Inc. on the date hereof and on the date of each offer and sale of Offered Securities to, or for the account or benefit of, any person in the United States and any U.S. Person, and all offers of Offered Securities by the undersigned for sale by the Corporation to, or for the account or benefit of, persons in the United States and U.S. Persons have been effected by the U.S. Affiliate in accordance with all U.S. federal and state broker-dealer requirements; and all offers and sales of Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons by or through the U.S. Affiliate have been and will be effected solely in accordance with Rule 15a-6 under the U.S. Exchange Act and all applicable U.S. federal and state broker-dealer requirements.
Immediately prior to our transmitting a U.S. Accredited Investor Letter or a U.S. QIB Letter to any offeree that was, or was acting for the account or benefit of, a person in the United States or a U.S. Person, we had reasonable grounds to believe and did believe that each such offeree was a U.S. Accredited Investor and/or a Qualified Institutional Buyer, as applicable, and, on the date hereof, we continue to believe that each U.S. Purchaser purchasing Offered Securities that is, or is acting for the account or benefit of, a person in the United States or a U.S. Person is a U.S. Accredited Investor and/or a Qualified Institutional Buyer, as applicable;
We obtained from each U.S. Purchaser in the Closing a duly completed and executed U.S. Accredited Investor Letter or U.S. QIB Letter and we have delivered copies of the same to the Corporation;
No form of General Solicitation or General Advertising was used by us in connection with the offer of the Offered Securities to, or for the account or benefit of, persons in the United States and U.S. Persons and no Directed Selling Efforts have been made by us;

A-10

Neither we nor any of our affiliates have taken or will take, directly or indirectly, any action in violation of Regulation M under the U.S. Exchange Act with respect to the offer or sale of the Offered Securities;
With respect to any Regulation D Securities, none of (i) the undersigned, (ii) the undersigned’s general partners or managing members, (iii) any of the undersigned’s directors or executive officers or any other officers participating in the offering of the Offered Securities, (iv) any of the undersigned’s general partners’ or managing members’ directors or executive officers or other officers participating in the offering of the Offered Securities or (v) any other person associated with any of the above persons, including any Selling Group member and any such persons related to such Selling Group member, that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of Offered Securities (each an “Agent Covered Person”), is subject to any Disqualification Event;
The undersigned represents that it is not aware of any person (other than any Agent Covered Person) that has been or will be paid (directly or indirectly) remuneration for solicitation of Subscribers in connection with the sale of any Offered Securities to, or for the account or benefit of, persons in the United States or U.S. Persons;
All offers of the Offered Securities in the United States and to U.S. Persons have been conducted by us in accordance with the terms of the Agency Agreement, including Schedule “A” thereto, and Rule 15a-6 under the U.S. Exchange Act;
All offerees and Subscribers have been informed that the Offered Securities have not been and will not be registered under the U.S. Securities Act and are being offered and sold to such purchasers without registration in reliance on the exemption from the registration requirements of the U.S. Securities Act provided by Rule 506(b) of Regulation D thereunder and/or Section 4(a)(2) thereof and similar exemptions from any applicable securities laws of any state of the United States, and in transactions not subject to, or exempt from, registration or qualification under applicable state securities laws, or pursuant to Regulation S.

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

A-11

Dated this ___ day of __, 2025.

[AGENT]

Authorized Signing Officer

[U.S. AFFILIATE]

Authorized Signing Officer

AI assistant

Excellon Resources Inc. Capital/Financing Update 2025

43137_rns_2025-05-26_71903043-af93-44e2-9903-5faae7bff67f.pdf

AGENCY AGREEMENT

3. Representations and Warranties of the Corporation

General Matters

Employment Matters

Compliance Matters

4. Covenants of the Corporation

6. Conditions to the Agents’ Obligations

8. Expenses

9. Rights of Termination

11. Syndication by the Agents

12. Agents’ Authority

13. Survival of Agreements, Representations and Warranties

14. Severability

18. Agent's Obligations

19. Counterparts

20. Entire Agreement

21. Further Assurances

22. Currency

23. Advertisements

24. Successors and Assigns

25. Matters Relating to Engagement

26. Use of Advice

RED CLOUD SECURITIES INC.

VELOCITY TRADE CAPITAL LTD.

SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Corporation

Representations, Warranties and Covenants of the Agents

EXHIBIT I TO SCHEDULE “A” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

AI assistant

Excellon Resources Inc. — Capital/Financing Update 2025

43137_rns_2025-05-26_71903043-af93-44e2-9903-5faae7bff67f.pdf

AGENCY AGREEMENT

3. Representations and Warranties of the Corporation

General Matters

Employment Matters

Compliance Matters

4. Covenants of the Corporation

6. Conditions to the Agents’ Obligations

8. Expenses

9. Rights of Termination

11. Syndication by the Agents

12. Agents’ Authority

13. Survival of Agreements, Representations and Warranties

14. Severability

18. Agent's Obligations

19. Counterparts

20. Entire Agreement

21. Further Assurances

22. Currency

23. Advertisements

24. Successors and Assigns

25. Matters Relating to Engagement

26. Use of Advice

RED CLOUD SECURITIES INC.

VELOCITY TRADE CAPITAL LTD.

SCHEDULE "A"

COMPLIANCE WITH UNITED STATES SECURITIES LAWS

Representations, Warranties and Covenants of the Corporation

Representations, Warranties and Covenants of the Agents

EXHIBIT I TO SCHEDULE “A” (TERMS AND CONDITIONS OF U.S. SALES)

AGENT'S CERTIFICATE

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Excellon Resources Inc. Capital/Financing Update 2025